50onRed.com Website Terms and Conditions

Last updated: 3/22/2011

Thank you for visiting the 50onRed website located at www.50onRed.com. This website, including all pages, tools, products, services, information, widgets, applications, features and forums made available or accessible on or through the site (collectively, the “Site”), is owned and operated by , a NJ limited partnership d/b/a 50onRed ("50onRed," "we" or "us") and is made available subject to the following 50onRed Website Terms and Conditions (“Terms and Conditions”). By accessing and/or using the Site, or by registering for and/or using any of 50onRed's products or services, you, on behalf of yourself and your entity, as applicable, acknowledge that you have read and understand, and agree to comply with, the Terms and Conditions, which form a legally binding agreement between you and 50onRed. These Terms and Conditions are inclusive of any operating rules, policies, price schedules and other supplemental terms and conditions or documents expressly incorporated herein by reference and/or published from time to time including, without limitation, the 50onRed Advertiser Agreement, Publisher Agreement, Virtual Currency Monetization Publisher Agreement and Privacy Policy (collectively, the "50onRed Network Agreements" and, together with these Terms and Conditions, the "Agreement"). Where there is a conflict between these Terms and Conditions and any 50onRed Network Agreement, the applicable 50onRed Network Agreement shall take precedence solely with respect to the service or subject matter of that agreement.

You have our permission to use the Site if you are at least eighteen (18) years of age and agree to comply fully with all of the terms and provisions presented in the Agreement in its entirety. You also represent that you have the capacity to be bound by the Agreement. If you are accessing or using the Site, or registering for and/or using any of 50onRed's products or services on behalf of an entity, you represent that you have full authority to bind your entity to all of the terms and conditions of the Agreement. In such an event, any reference to "you" shall refer jointly to you individually as well as the applicable underlying entity. IF YOU DO NOT MEET THESE REQUIREMENTS, OR IF YOU OR YOUR ENTITY, AS APPLICABLE, DO NOT AGREE TO THE TERMS AND PROVISIONS OF THE AGREEMENT IN ITS ENTIRETY, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SITE OR ANY OF 50ONRED'S PRODUCTS OR SERVICES IN ANY MANNER OR FORM.

1. Acceptance of Agreement. You agree to the terms and conditions outlined in the Agreement with respect to your use of the Site and 50onRed's products and services. The Agreement constitutes the entire and only agreement between you and 50onRed with respect to your use of the Site and 50onRed's products and services, and supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings with respect to such subject matter. We may amend the Agreement from time to time in our sole discretion, without specific notice to you. The latest Agreement will be posted on the Site. Therefore, please visit the "Terms and Conditions", "Privacy Policy", “Advertiser Agreement”, “Publisher Agreement” and “Virtual Currency Monetization Publisher Agreement” areas each time you visit the Site, and please inspect the “Last Updated” date at the beginning of each document, in order to check for updates and/or changes and to familiarize yourself with the then-current Agreement. Your access or use of the Site or any of 50onRed's products or services following the posting of the updated Agreement constitutes your agreement to be bound by, and to act in accordance with, the then-current Agreement.

2. 50onRed Network. Only by registering on the Site, completing the applicable 50onRed Network Agreement as either a Publisher or Advertiser (as those terms are defined in the applicable 50onRed Network Agreements) and receiving approval from 50onRed in its sole discretion, may you utilize the innovative marketing network (the “50onRed Network”) and/or virtual currency monetization platform (the “Virtual Currency Monetization Platform”) operated by 50onRed. The 50onRed Network enables interested: (a) third party Publishers to monetize their Internet traffic by receiving Ads (as that term is defined in the applicable Network Agreement) associated with various Advertiser products and/or services fed directly to such Publisher websites, social media pages or applications, and/or social networks; and (b) Advertisers to have their Ads targeted to Publishers, in each case via 50onRed's proprietary optimization and behavioral Ad targeting technology. The Virtual Currency Monetization Platform further facilitates these benefits for Advertisers and Publishers by combining advertising management and virtual currency monetization services, including (a) offering functionality for end-users of Publisher sites, pages, applications and/or networks to earn points, or certain types of virtual currencies, in exchange for signing up for or taking certain actions in response to Ads shown to such end-users (the “Offer Wall”) and/or (b) facilitating direct payments from such end-users via credit card, stored value or debit card, PayPal transfer, bank transfer, mobile billing or other payment source (the “Direct Payment Product”). The 50onRed Network, the Virtual Currency Monetization Platform, and the advertising optimization, behavioral targeting, selection, serving, management, analytics and other advertising-related services which are delivered through, incorporate and/or leverage the 50onRed Network, the Virtual Currency Monetization Platform, the Site and/or 50onRed's technology are collectively referred to in these Terms and Conditions as the “Ad Services”.

50onRed reserves the right to prohibit any conduct by Publishers and/or Advertisers. Notwithstanding the foregoing, 50onRed shall have no obligation to monitor or otherwise police the use of Ads or other activities of Publishers, Advertisers and/or other third parties. You understand and agree that 50onRed is not responsible for and shall have no obligation and incur no liability to you in connection with any Ads and/or other information appearing in or through the Ad Services or otherwise made available by or through the Site.

Please use caution, common sense and safety when using the Ad Services and/or other areas of the Site. You are solely responsible for your interactions with other users of the Site or the Ad Services, including, but not limited to, Publishers, Advertisers and/or other third parties. Because we are not involved in such interactions, in the event that you have a dispute with one or more of these persons, you hereby release, discharge, indemnify, defend and hold harmless 50onRed, its affiliates, and its and their respective officers, directors, shareholders, members, managers, agents, contractors, licensors, suppliers and employees, from any and all claims, demands, losses, damages (actual and consequential), penalties and fines of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, such disputes. 50onRed reserves the right, but has no obligation, to monitor disputes between you and other users of the Site or Ad Services, including, but not limited to, Publishers, Advertisers and/or other third parties.

Unless explicitly stated otherwise, any future offer(s) made available to you on the Site that augment(s) or otherwise enhance(s) the current features of the Site shall be subject to these Terms and Conditions and the applicable 50onRed Network Agreement(s). You understand and agree that 50onRed is not responsible or liable in any manner whatsoever for your inability to use and/or qualify as a Publisher or Advertiser or to use any associated Ad Service or Site functionality. You understand and agree that 50onRed may, at any time in its sole discretion, with or without prior notice to you, modify, suspend, edit, delete or discontinue the Site, any information, documents or other content viewable at or through the Site, the Ad Services, any other products or services offered by 50onRed, and/or any feature or part of any of the foregoing, and shall not be liable to you or any third party for any such modification, suspension or discontinuation, or for any modification, suspension or discontinuation of any products and/or services offered by any of the Publishers and/or Advertisers. For more specific terms and conditions applicable to Advertisers, please review our Advertiser Agreement. For more specific terms and conditions applicable to Publishers, please review our Publisher Agreement and our Virtual Currency Monetization Publisher Agreement, as applicable. For specific information on how 50onRed collects, discloses and uses personal information, please review our Privacy Policy.

3. License Grant. As a user of the Site, you are granted a non-exclusive, non-transferable, revocable and limited license to access and use the Site and associated content to which you are permitted access, on a single computer, solely in accordance with the Agreement and solely for your personal, non-commercial use and not for resale, disclosure or distribution to anyone else. You may print, download and/or store a single copy of any Site content which you are permitted to access, solely for your personal, non-commercial use and not for resale, disclosure or distribution to anyone else. As a Publisher or Advertiser, you shall be subject to the additional restrictions contained in the applicable 50onRed Network Agreement regarding use of Ad Services, Ads and/or other materials made available therein. 50onRed may terminate this license at any time for any reason. You may not use any automated means or form of scraping or data extraction to access, query or otherwise collect Ad Services-related information from the Site except as expressly permitted by 50onRed. 50onRed reserves any and all rights not explicitly granted in the Agreement; no implied licenses are granted in either the Site or the Ad Services. Title to all copies of content or materials printed, stored or downloaded from the Site shall be owned by 50onRed, and in the event of any breach or termination of the Agreement, you shall destroy and make no further use of any and all such copies, at 50onRed's direction. With respect to any permitted copy of Site content or materials, you will reproduce and include all copyright, trademark, confidentiality and other proprietary notices included in such content or materials on any such copy. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or the Ad Services.

Access to and use of password protected and/or secure areas of the Site are restricted to authorized users only. You may NOT transfer or permit another person to use your password for any reason, and you are responsible for all usage of the Site or Ad Services made using your password. Unauthorized individuals attempting to access protected or secure areas of the Site, or attempting access that otherwise exceeds their authorization, may be subject to prosecution.

Any action by you that we believe, in our sole discretion: (a) violates the Agreement or our Privacy Policy; (b) restricts, inhibits, disrupts, interferes with, limits, or prevents access or use of the Site; or (c) through the use of the Site, abuses, defames, harasses or threatens another user of the Site, shall not be permitted.

You also may NOT

use another's account for the Site;
solicit for commercial purposes other users of the Site;
except for Ads permitted by our Advertiser Agreement, use the Site to distribute or post solicitations, promotional materials, spam, junk mail, chain letters, or pyramid schemes;
use metatags or any other “hidden text” utilizing any of our or any third party's product names or trademarks;
distribute or upload viruses, spyware, adware or any other code, programs or technologies that may harm the Site, or the interests, data or property of users of the Site or any other website or Internet property; or
use the Site to harvest or otherwise collect personal information about other users or any other third parties, including email addresses, without their consent.

Additionally, you agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; or (b) bypass any measures we may use to prevent or restrict access to the Site, any area of the Site or any information obtainable through the Site.

We may suspend or terminate your right to access or use the Site, or any account you have for the Site, at any time, without notice, if you violate any of these restrictions or if we believe, in our sole discretion, that your activities create unacceptable legal risk, violate the Agreement or are jeopardizing or interfering with other users' rights or the technical operation of the Site or the Ad Services.

4. Proprietary Rights. All right, title and interest in and to the Site and the Ad Services, including, without limitation, the 50onRed Network, the Virtual Currency Monetization Platform and 50onRed's behavioral Ad targeting and optimization algorithms, technology and methodology, and all content, organization, graphics, design, compilation, magnetic translation, digital conversion, software, services and other matters related to any of the foregoing, together with all intellectual property rights embodied therein, are the exclusive property of 50onRed. Such property, together with the Ads, is protected by law, including but not limited to U.S. and international copyright law, trademark law, patent law, trade secret law, as well as other state, federal, and international laws, regulations and treaties (collectively, "IP Laws").

The copying, redistribution, publication, re-syndication or sale by you of any part of the Ads, Ad Services or Site is strictly prohibited. You do not acquire ownership rights in or to any Ads, content, documents, software, services or other materials viewable at or through the Site and/or Ad Services. The posting of information or material on the Site Ad Services and/or 50onRed Network by 50onRed does not constitute a waiver of any right in such information and/or materials.

You agree not to engage in any activity that would constitute copyright infringement with respect to the Site. You also acknowledge that the Site and Ad Services embody or contain valuable trade secrets of 50onRed which it has invested substantial resources to develop and protect. You further acknowledge that 50onRed's database and the Site contain data and information regarding Advertisers and Publishers that was originally selected, compiled, arranged, coordinated and adjusted by 50onRed and that, accordingly, such database and the applicable areas of the Site are original compilations (as defined by the Copyright Act of 1976, 17 U.S.C. § 101 et seq.) containing material wholly and exclusively original to 50onRed. You may not copy, create derivative works of, distribute, publicly perform, publicly display or license the Site, the Ad Services or any portion thereof without 50onRed's prior written consent. By way of illustration but not limitation, except as expressly permitted in the applicable 50onRed Network Agreement or otherwise permitted by 50onRed in writing, you may not, directly or indirectly, transmit, download, upload, post, sell, rent, license, transfer, disclose, mirror, frame, reverse engineer, decompile or disassemble any aspect of the Site or any technology, content or materials featured in or viewable at or through the Site, the Ad Services or the Ads, in whole or in part, in any form or by any means, whether electronic or mechanical. Additionally, you may not (i) merge any content, material or reports obtained through the Site or Ad Services, or any data contained therein, with other files or data to create new files, databases or compendiums for any purpose; or (ii) use any metatags or any other "hidden text" utilizing the name "50onRed” without our prior written permission.

All material, including but not limited to information, data, text, software, photos, graphics, music, sound, videos, messages, tags, interactive features, or any other material contained in or appearing on the Site (collectively, “Content”), with the exception of content you have submitted to us, content supplied by Advertisers for use in Ads as well as third party names, marks, logos, symbols and product names used on the Site, is owned by and is the copyrighted material of 50onRed. All Content is protected by applicable IP Laws.

Except as SPECIFICALLY permitted in Section 3, this Section 4 and Section 12 (“Policy on Linking to 50onRed.com”) below, you may not copy, reproduce, modify, create derivative works from, distribute, use or publicly display any Content (other than Content you have submitted to us) without our prior express written permission. Please be aware that we actively and aggressively enforce our intellectual property rights to the fullest extent of the law.

Further, you agree not to engage in any activity that would constitute unfair competition or trademark infringement or dilution in connection with the materials or Content available on or through the Site. You acknowledge that 50ONRED is a registered service mark owned by 50onRed, that 50onRed actively and extensively uses and promotes its trade and service marks and that there is substantial goodwill associated with such marks. All other company names, marks, logos, symbols and product names on the Site are the trademarks, service marks or other intellectual property of their respective owners and may not be used without the permission of such owners. Except where the context specifically indicates otherwise, nothing on the Site is intended to convey or suggest any association or affiliation with, or sponsorship or endorsement of us, the Site or the Ad Services by, any such owners.

Any breach of the obligations in this Section 4 or the license restrictions in Section 3 above will cause 50onRed irreparable harm for which there is no adequate legal remedy. In the event of any actual or threatened breach of this Section 4 or Section 3, therefore, 50onRed will be entitled to obtain injunctive and all other appropriate relief from a court of competent authority, without being required to: (a) show any actual damage or irreparable harm; (b) prove the inadequacy of its legal remedies; or (c) post any bond or other security.

5. Copyright Policy. We respect the rights of all copyright holders, and in this regard, we have adopted and implemented a policy that provides for the termination in appropriate circumstances of Site users or other members of the 50onRed Network who infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide 50onRed's Copyright Agent the following information required by the infringement liability limitation provisions of the Digital Millennium Copyright Act, 17 U.S.C. §512 (please see 17 U.S.C §512(c)(3) for further detail, or consult your legal counsel to confirm these requirements):

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material on the Site or the 50onRed Network;
Your address, telephone number and e-mail address;
A written statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the copyright owner or are authorized to act on behalf of the copyright owner.

For copyright inquiries under the Digital Millennium Copyright Act please contact:

50onRed Copyright Agent
600 North Second Street
Suite 401
Harrisburg, PA 17101
Email: copyrightagent@50onRed.com

6. Term and Termination

These Terms and Conditions will take effect at the time you click "I Agree" or “I Accept,” or access, use or browse the Site or any contents, products or services hereon. We reserve the right, at any time and for any reason, without notice to you: (a) to deny you access to this Site or any portion thereof; (b) to change, remove or discontinue the Site or any portion thereof, or any of the products, tools or services available on or through the Site; or (c) to terminate these Terms and Conditions. Upon termination of these Terms and Conditions, all licenses granted to you under these Terms and Conditions immediately and automatically terminate and you may no longer access, browse or otherwise use the Site or any portion thereof.

7. Indemnification. You agree to indemnify, defend and hold 50onRed, its affiliates, and its and their respective officers, directors, shareholders, members, managers, agents, contractors, licensors, suppliers and employees, from any and all losses, damages (actual and consequential), penalties, fines and other costs (including reasonable attorneys' fees) arising out of any claim, demand, suit or allegation made by a third party in any way relating to or resulting from: (a) your use of the Site, Ads and/or Ad Services; (b) your actual or alleged breach of the Agreement; (c) your actual or alleged failure to comply with any applicable legal or regulatory requirements, including, without limitation, the CAN-SPAM Act and its implementing regulations, any laws, regulations or self-regulatory guidelines relating to advertising, unfair or deceptive marketing practices, privacy, data security, sweepstakes or contests, or with any applicable website or social media policie, terms of use or community guidelines, including, without limitation, those of Facebook, Twitter, Flickr, LinkedIn or any other social networking site or platform; or (d) any Content provided by you, your website, social media page or application or social network or any Ad created by you.

The provisions of this Section 6 are for the benefit of 50onRed, its affiliates, and its and their respective officers, directors, shareholders, members, managers, agents, contractors, licensors, suppliers, and employees. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.

8. Disclaimer of Warranties. THE SITE, THE AD SERVICES, ADS AND/OR ANY PRODUCTS AND/OR SERVICES THAT YOU MAY APPLY FOR THROUGH THE SITE ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR UNINTERRUPTED USE). IN PARTICULAR, WITHOUT LIMITING ANY OF THE FOREGOING, 50ONRED MAKES NO WARRANTY THAT: (A) THE SITE, THE AD SERVICES, THE ADS AND/OR ANY PRODUCTS AND/OR SERVICES THAT YOU MAY APPLY FOR THROUGH THE SITE WILL BE USEFUL OR MEET YOUR REQUIREMENTS; (B) THE SITE, THE AD SERVICES, THE ADS AND/OR ANY PRODUCTS AND/OR SERVICES THAT YOU MAY APPLY FOR THROUGH THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) YOU WILL QUALIFY AS EITHER A PUBLISHER OR ADVERTISER; OR (D) THE INFORMATION, REPORTS AND DOCUMENTS VIEWABLE AT OR THROUGH THE SITE WILL BE TIMELY, ACCURATE, RELIABLE, UP-TO-DATE OR ERROR-FREE. 50ONRED ALSO DOES NOT WARRANT OR GUARANTEE THAT YOU WILL REALIZE ANY PARTICULAR RESULTS, OR ANY LEVEL OF WEB TRAFFIC OR INCOME, FROM USING THE SITE OR THE AD SERVICES. THE SITE, THE AD SERVICES AND/OR ADS MAY CONTAIN BUGS, ERRORS, TYPOGRAPHICAL MISTAKES, DEFECTS, PROBLEMS OR OTHER LIMITATIONS, AND WE DO NOT WARRANT THAT ANY PROBLEMS, DEFECTS OR ERRORS WILL BE CORRECTED. WE WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE SITE AND/OR AD SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM 50ONRED OR OTHERWISE THROUGH OR FROM THE SITE, AD SERVICES OR ANY PUBLISHER AND/OR ADVERTISER, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

You understand and agree that we are not and will not be responsible for any costs, losses or damages for services, repairs or corrections that may be necessary for your computer equipment or software, or for any loss, corruption, damage or improper access to data, as a result of viruses, worms, Trojan horses or other harmful components accessed via the Site, any other web pages or websites to which the Site is linked, the Ads or the Ad Services.

USE OF THE SITE, THE AD SERVICES, THE ADS AND/OR ANY PRODUCTS AND/OR SERVICES THAT YOU MAY APPLY FOR THROUGH THE SITE IS ENTIRELY AT YOUR OWN RISK. It is your sole responsibility to independently evaluate the accuracy, correctness and completeness of the content, information and all other material presented on the Site and in the Ads and Ad Services as well as their suitability for your purpose.

9. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT 50ONRED SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF 50ONRED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW, FOR: (A) THE USE OF OR THE INABILITY TO USE THE SITE, THE AD SERVICES, THE ADS AND/OR ANY PRODUCTS AND/OR SERVICES AVAILABLE THROUGH THE SITE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION AND/OR SERVICES PURCHASED OR OBTAINED FROM, OR TRANSACTIONS ENTERED INTO THROUGH, THE SITE AND/OR AD SERVICES; (C) THE FAILURE TO QUALIFY AS EITHER A PUBLISHER OR ADVERTISER; AND (D) ANY OTHER MATTER RELATING TO THE SITE, THE AD SERVICES, THE ADS AND/OR ANY PRODUCTS AND/OR SERVICES THAT ARE AVAILABLE THROUGH THE SITE. THIS SHALL BE THE CASE REGARDLESS OF WHETHER THE ACTION IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. IN THE EVENT OF ANY PROBLEM WITH THIS SITE, THE AD SERVICES, THE ADS OR ANY PRODUCTS, SERVICES, CONTENT OR INFORMATION OBTAINED ON OR THROUGH THE SITE, YOUR SOLE REMEDY IS TO CEASE USING SUCH ITEM(S). YOU HEREBY RELEASE 50ONRED FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATIONS, THE MAXIMUM LIABILITY OF 50ONRED TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00) IN THE AGGREGATE. THE LIMITATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND 50ONRED AND A MATERIAL CONSIDERATION FOR 50ONRED'S PERMITTING YOU TO ACCESS AND/OR USE THE SITE AND/OR AD SERVICES, AS APPLICABLE. THE SITE, THE AD SERVICES, THE ADS AND/OR ANY PRODUCTS AND/OR SERVICES AVAILABLE THROUGH THE SITE WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.

10. Export Control. Any Ads made available through the Site are, or may be subject to, United States export controls. No such Ads may be downloaded or otherwise exported or re-exported: (a) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, Sudan, Syria, North Korea or any other country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders (each, a "Restricted List"). By using or downloading any Ads from the Site, you are warranting that you are not located in, under the control of, or a national or resident of, any such country or on any Restricted List.

11. Permission to Use Your Submissions

Any suggestions, feedback, ideas, concepts or strategies you offer to us on or in connection with the Site (collectively, "Submissions") are submitted without any restrictions or expectation of confidentiality. You hereby assign to us without compensation or further obligation, all rights now known or hereafter existing to use, allow others to use, or assign the right to use, the Submissions. You further agree that your Submissions may be used without restriction for any purpose whatsoever, commercial or otherwise, without compensation to you, including the right to use, reproduce, modify, adapt, publish, transmit, publicly perform or display, translate, create derivative works from, or otherwise communicate to the public the Submissions on this Site or elsewhere by us, our assigns or others we have allowed to use your Submissions. You will not assert any proprietary right or moral right of any kind with respect to any Submissions.

12. Third-Party Websites. The Site may provide and/or refer you to links to other Internet websites and/or resources. Because 50onRed has no control over such third-party websites and/or resources, you hereby acknowledge and agree that 50onRed is not responsible for the availability of such third-party websites and/or resources. Furthermore, 50onRed does not endorse, and is not responsible or liable for, any terms and conditions, privacy policies, content, advertising, services, products and/or other materials at or available from such third-party websites or resources, or for any damages and/or losses arising therefrom.

13. Policy on Linking to 50onRed.com

We grant you the non-exclusive right to create a hypertext link to the home page of the Site, www.50onRed.com. You understand that this right may be revoked at any time for any reason upon notice to you. By exercising this right, you agree to the following:

The web site from which you are linking to the Site may not contain content that would violate any law or would likely be considered to be obscene, defamatory, libelous, threatening, abusive, harassing, pornographic, offensive racially or ethnically, discriminatory, or to encourage illegal activity of any kind.

You will not state or imply that you or any web site on which you place a link to the Site, or any of its pages, are endorsed by, sponsored by or affiliated or associated with the Site or 50onRed. Nor may you make any representations or warranties, express or implied, with respect to the Site, the Ad Services or any other products or services provided by 50onRed, or any statements that are inconsistent with the Agreement.

You will not change, modify or replicate the appearance or content of the Site.

You will not use any framing technique to enclose the trademarks, logos, images, text, layout or design of the Site, or any other intellectual property contained in the Site, without our prior written consent.

14. Privacy Policy. Use of the Site, and all comments, feedback, information or materials that you submit through or in connection with the Site, are subject to our Privacy Policy. We reserve the right to use all information regarding your use of the Site, and any and all other personal information provided by you, in accordance with the terms of our Privacy Policy.

15. Site Monitoring

We reserve the right to view, monitor and record activity on the Site without notice to or permission from you. However, we are not responsible for screening, policing, editing or monitoring the Site.

16. Events Beyond Our Control

You agree that we shall not be responsible for, and hereby absolve and release us from any claim of harm relating to, any errors, failure to perform or delay in performance of any obligation hereunder resulting from any cause(s) over which we do not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses or other damaging code or data, unauthorized access, theft, operator errors, acts or failures of third-party service providers or other third parties, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, or governmental restrictions.

17. Legal Warning. Any attempt by any individual, whether or not a 50onRed customer, to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the Site, is a violation of criminal and civil law, and 50onRed will diligently pursue any and all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity.

18. Miscellaneous. The Agreement shall be treated as though it were executed and performed in the Commonwealth of Pennsylvania and shall be governed by and construed in accordance with the laws of the United States of America and Commonwealth of Pennsylvania (without regard to conflict of law principles). SHOULD A DISPUTE ARISE CONCERNING THE TERMS AND CONDITIONS OF THE AGREEMENT, THE BREACH OF SAME BY ANY PARTY HERETO, OR ANY PRODUCTS OR SERVICES PROVIDED BY 50ONRED, THE PARTIES AGREE TO SUBMIT THEIR DISPUTE FOR RESOLUTION BY ARBITRATION BEFORE THE AMERICAN ARBITRATION ASSOCIATION IN PHILADELPHIA, PENNSYLVANIA, IN ACCORDANCE WITH THE THEN CURRENT COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY AWARD RENDERED SHALL BE FINAL AND CONCLUSIVE TO THE PARTIES AND A JUDGMENT THEREON MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. NOTHING HEREIN SHALL BE CONSTRUED TO PRECLUDE ANY PARTY FROM SEEKING INJUNCTIVE RELIEF IN ORDER TO PROTECT ITS RIGHTS PENDING ARBITRATION OR TO PROTECT ITS CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY. TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BRING, JOIN OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT AS TO ANY CLAIM, DISPUTE OR CONTROVERSY THAT YOU MAY HAVE AGAINST 50ONRED, ITS AFFILIATES AND/OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, REPRESENTATIVES AND ASSIGNS. YOU AGREE TO THE ENTRY OF INJUNCTIVE RELIEF TO STOP SUCH A LAWSUIT OR TO REMOVE YOU AS A PARTICIPANT IN THE SUIT. YOU AGREE TO PAY THE ATTORNEY'S FEES AND COURT COSTS THAT 50ONRED INCURS IN SEEKING SUCH RELIEF. THIS PROVISION PREVENTING YOU FROM BRINGING, JOINING OR PARTICIPATING IN CLASS ACTION LAWSUITS IS AN INDEPENDENT AGREEMENT AND DOES NOT CONSTITUTE A WAIVER OF ANY OF YOUR RIGHTS AND REMEDIES TO PURSUE A CLAIM INDIVIDUALLY AND NOT AS A CLASS ACTION IN BINDING ARBITRATION AS PROVIDED ABOVE. If any provision contained in these Terms and Conditions is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original meaning of the severed provision while conforming to applicable law, and the remaining provisions of these Terms and Conditions will remain in full force and effect.

Our failure to enforce any provision of these Terms and Conditions shall not be deemed a waiver of such provision nor of the right to enforce such provision. No waiver of any provision of these Terms and Conditions will be valid unless in writing and acknowledged in writing by both parties. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of the Agreement. We may assign our rights and duties under these Terms and Conditions to any party at any time without notice to you. You are not permitted to transfer any rights and obligations under the Terms and Conditions without our prior written consent. Any attempt to do so will be null and void and result in the immediate termination of the Terms and Conditions.

The parties agree that they are independent contractors and do not intend that any agency, partnership or joint venture relationship be created through operation of the Agreement.

The following provisions will survive the termination of these Terms and Conditions: Sections 4, 5, 7-9, 11-12 and 14-19, as well as any other provisions which, by their nature, are intended to survive termination.

19. Notices; Contact Us. All notices, demands and other communications hereunder shall be in writing and shall be effective upon receipt, provided that we may provide notice to you by posting announcements on the Site or sending an email to you at the e-mail address that you provide to us when your register. Except as specified in the next sentence, all notices to us of a legal nature shall be in writing and shall be sent by certified first-class U.S. mail, return receipt requested, to: Attention: General Counsel, 600 North Second Street, Suite 401, Harrisburg, PA 17101. All notices regarding copyright issues shall be sent in accordance with our Copyright Policy as described above.

If you have any questions about any of our policies or the Agreement, or if you need to notify us about a non-legal matter, then contact us at privacy@50onRed.com.