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Terms of Use

general

REDD Global Holdings Corp. (collectively with any of REDD’s subsidiaries, including REDD Latin America LLC, REDD Intelligence Asia Private Ltd. and REDD Intelligence Ltd. (UK) referred to as “REDD”) publishes financial information, commentary, data and other news driven financial data and related updates (the “Content”) online via its website www.reddintelligence.com (the “Website”), applications, or other portals, accessible to subscribers and users of the REDD Content Management System (the “CMS”).

These Terms of Use and Privacy Policy together with your Subscription Agreement (the “Terms of Use”), incorporated by reference as if set forth fully herein, govern your use of this Website and your subscription to REDD’s CMS. You (“You” or “User” or “Users” or “Subscriber”) must read and accept the Terms of Use before You will be allowed to register as a User or Subscriber of the Website and the CMS. If You do not register as a Subscriber/Trialist, pursuant to the Terms of Use set forth herein as well as the Subscription Agreement, You will not be able to access the Website, Content or CMS. If there is any conflict between the Terms of Use and Subscription Agreement, the Subscription Agreement shall prevail.

REDD reserves the sole and absolute right to change the Terms of Use at any time with or without notice. Any revisions will be posted to this website. It is your responsibility to check the Website or CMS for future changes or modifications.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

use of services

  1. Together with the Subscription Agreement, these Terms of Use provide each Subscriber with a revocable, non-exclusive, limited, non-transferable license to use the Content, Website and CMS, subject to continued compliance with these Terms of Use and the terms and conditions of the Subscription Agreement. Subscriber shall be given a set number of user logins, permitting individual Users to access the Content, Website and CMS, which is determined by the terms of each account’s Subscription Agreement with REDD.

    1. Each User login shall only be used by authorized employees of Subscriber. A list of such authorized Users shall be provided by Subscriber to REDD upon execution of the Subscription Agreement, and updated from time to time. The Subscriber and Users acknowledge that, in accordance with REDD’s Privacy Policy, REDD monitors usage of the Website by username, password and Internet Protocol (IP) addresses to maintain Website security and prevent unauthorized use. REDD will investigate any abnormal or unusual patterns of usage identified by such monitoring and may entirely at its discretion, suspend the access of any registered User REDD suspects of compromising the Website, Content and CMS security pending the outcome of that investigation. The Subscriber and User agree that in the event such an investigation uncovers evidence that a registered User has shared his/her username and password details with one or more non-registered users, REDD shall permanently terminate such User’s access to the Website and CMS, and the Subscriber will not be entitled to any refund, in full or in part of any subscription monies paid.

    2. For purposes of this Agreement, “Subscriber” shall be defined as the company, entity or person(s) that have entered into a Subscription Agreement with REDD and has been provided access to the CMS, Content and Website, by grant of a revocable, non-exclusive, limited, non-transferable license.

    3. For purposes of this Agreement, “User” shall be defined as Subscriber’s employees, agents and/or representatives who are authorized to utilize the CMS, Website and Content and who are provided with access to the CMS, Website and Content by virtue of a username (which may be the User’s own e-mail address) and unique password or the equivalent thereof. Subscriber shall provide REDD with accurate, complete and up-to-date contact information for each User and for Subscriber. For the avoidance of doubt, the Subscriber agrees that it is fully responsible in obtaining the relevant consent from each User in respect of the collection, use or disclosure of the User’s personal data.

    4. Subscriber acknowledges and agrees that each User’s username and password shall only be permitted access during one (1) concurrent login session to the Website, CMS and Content.

    5. Subscriber acknowledges and agrees that it shall permit only registered Users to access the CMS, Website and Content, with the username and password of the Subscriber.

    6. The Subscriber is responsible for ensuring that the username and password issued to each User will be utilized only by that User, and that Users shall exercise best practices to ensure protection of the username and password (this includes but is not limited to occasional change of the password and creating a unique password).

    7. Subscriber acknowledges that it is responsible for all activities and usage that occur under its registered User’s respective username provided to Subscriber by REDD. Violation of these Terms of Use or the Subscription Agreement by any User is a material cause for REDD to restrict, or otherwise terminate such Subscriber’s rights hereunder and under the Subscription Agreement without notice given to the Subscriber. Furthermore, REDD reserves the right to terminate any User’s username and password without notice to the Subscriber, in the event REDD reasonably determines that such User’s username and password may have been used by an unauthorized third party or by any user or individual other than the User to whom such username and password was originally assigned.

  2. The information and Content on the Website and CMS is for informational purposes only. Without limiting anything else in these Terms of Use or otherwise, the Subscriber agrees that REDD is not responsible for any errors or omissions in the Website, Content or CMS. In the event certain additional services may be purchased on the Website, Subscriber and Users hereby acknowledge and accept all conditions of purchase which shall be specifically set forth therein.

  3. Users hereby acknowledge that they are permitted access to the Website, Content and CMS pursuant to Subscribers rights derived by a certain Subscription Agreement. Users shall not permit any unauthorized third party, or any other user to access the Website, Content or CMS with their personal username and password, without the express written consent of REDD.

  4. Users may, on an occasional and irregular basis, print and/or download materials on the Website or CMS solely for institutional and educational use, provided they do not obscure, alter, remove or delete any copyright or other proprietary notices contained in such materials. With the exception of the foregoing and except as otherwise expressly permitted herein, no User or Subscriber may copy, reproduce, transmit, publish, distribute, disseminate, broadcast, modify, create derivatives of, license, transfer, sell, mirror, frame, “deep link”, “scrape”, or data mine any material or Content obtained from or through the Website, or the CMS. Any violation of this paragraph shall be a material breach of the Terms of Use and will result in the immediate termination of the Subscription Agreement and access to the Content, CMS and Website for User and Subscriber.

  5. Users may not post any Content from the Website or CMS to forums, newsgroups, list servers, mailing lists, electronic bulletin boards, or other websites, without the prior written consent of REDD.

  6. Users warrant that they will not use the Website, Content or CMS for any purpose that is unlawful or prohibited by these Terms of Use or the Subscription Agreement, including but not limited to attempting to or actually:

    1. damaging, disabling, disrupting, impairing, overburdening or interfering with the Website, CMS or accessing the Website or CMS in a manner that could damage, disable, disrupt, impair, overburden or interfere with any REDD server or the networks connected to any REDD server;

    2. attempting to gain unauthorized access to the Website, CMS, usernames, client accounts, accounts, computer systems, or networks connected to any REDD server through hacking, password mining, or any other means;

    3. collecting information about other Users or Subscribers of the Website, including passwords, accounts or other information; or

    4. interfering with any third party’s use and enjoyment of the Website, Content and CMS.

  7. The Subscriber agrees to take all necessary steps to ensure that its libraries, business information services (or equivalent), press office, corporate communications service (or equivalent) or any other person responsible for distributing media or investment material within its organization and who may obtain access to the Website, Content and CMS, is fully aware that under no circumstance may REDD Content be systematically distributed outside the organization or be put into physical or electronic archive storage outside of REDD’s proprietary platform, nor may Subscriber or Users copy, reproduce, transmit, publish, distribute, disseminate, broadcast, modify, create derivatives of, license, transfer, sell, mirror, frame, “deep link”, “scrape”, or data mine any material or Content obtained from or through the Website, or the CMS. Notwithstanding the foregoing, if Subscriber or any User uses the distribution functionality platform which may be available on the Website or CMS, from time-to-time, whereby Subscribers and Users can share data and information with other Subscribers and Users on a secure, authorized platform, then, and only in such event, may Subscriber or Users share such data with its employees for educational and institutional use. However, at no time may such data be published for use on the Subscribers own website, client marketing, or other media and investment purposes. If the Subscriber or User wishes to use the Content in such marketing methods, Subscriber or Users must obtain prior written permission from REDD. The Subscriber and User agree that the Website, published Content and CMS are for use solely by registered Subscribers and Users within its organization and that access will not be granted or information disseminated to anyone within its organization who is not a registered Subscriber or User of REDD.

  8. The Subscriber and Users acknowledge that each email alert and update issued by REDD are in all cases protected by copyright © and ‘watermarked’ with a unique identifier that can be used to pinpoint the original registered Subscriber and/or User to whom the alert was sent. Any registered Subscriber or User found to be forwarding REDD material to non-licensed recipients without the prior written consent of REDD will have their individual access terminated and the Subscription Agreement shall be immediately terminated, without notice to the Subscriber and the Subscriber will not be entitled to any refund in full or part any subscription monies paid.

  9. The Subscriber and User agree that they shall not use REDD Content in a manner that would compete with or damage the goodwill associated with REDD.

  10. The Subscriber and User agree that they shall not use REDD Content in a manner that suggests an association with any of its services, brands, or products (unless otherwise previously authorized to do so in writing by REDD).

  11. The Subscriber and User agree that they shall not reverse engineer, decompile, modify, or create derivative works from any software accessible by or on the Website or CMS unless specifically authorized by REDD.

  12. The Subscriber and User shall immediately notify REDD if they become aware of any loss, theft, or unauthorized use of the username and password of any of its registered Users. REDD reserves the right to delete or change either or both of the username or password of any registered User at any time and for any reason.

  13. Actual or attempted unauthorized use of the Website may result in criminal and/or civil prosecution. REDD reserves the right to view, monitor, and record activity on the Website and CMS without notice or further permission from Users or Subscribers, to the fullest extent permitted by applicable law. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity on the Website or CMS. REDD will comply with all court orders involving requests for such information.

  14. Each registered User is granted access to the Website and CMS on an individual basis. The granting of a subscription and user name and password to an individual within a firm does not imply that further subscriptions and user names will be made available to other individuals within the same firm. REDD retains the absolute right at its sole discretion to decline a subscription to any individual within an organization where subscriptions are already in place or are in the process of being put in place.

warranty, liability and indemnity

  1. All Content and material contained on the Website and CMS, unless otherwise indicated, is protected by law including, but not limited to, the Patent and Trademark laws of the United States and all related common law and laws relating to trade secret, and intellectual property, as well as other national, and international laws and regulations. The Website, CMS, Content, layout and design are exclusively licensed to REDD and, except as expressly provided herein, REDD does not grant any express or implied right in any such materials to the Subscriber. The Content of the Website and CMS are in all cases protected by copyright © and are proprietary to REDD, all rights reserved. In particular and without limitation, REDD owns copyrights in the Website, Content and CMS as collective works and/or compilations, any and all databases accessible on the Website and CMS, and in the selection, coordination, arrangement, and enhancement of the Content of the Website and CMS. Third party product and company names mentioned therein are the trademarks of their respective owners.

  2. REDD owns or licenses all data, Content, graphics, forms, artwork, images, photographs, functional components, audio clips, video clips, software and software concepts and documentation and other material on, in or made available through the Website and CMS, as well as the selection, coordination, arrangement, and organization and enhancement of the Website Content and CMS Content. Subscriber and User agree not to remove or alter any copyright notice or any other proprietary notice on any materials on the Website or CMS. Under no circumstances will Subscriber or User have any rights of any kind in or to the Website, Content or CMS, other than the right to use the Website, Content and CMS in accordance with these Terms of Use as well as those derived from the Subscription Agreement and the limited fair use described herein. Fair use of copyrighted material includes the use of protected materials for non-commercial educational purposes, such as teaching, scholarship, research, criticism, commentary, and news reporting. Unless otherwise noted, Subscriber and User may download or print text and image files from this Website or CMS solely for such purposes without REDD’s written permission, provided that Subscriber and User comply with the following conditions: (a) the Content may only be used for personal, educational or noncommercial purposes; (b) Subscriber and User must cite the source of the content; (c) none of the Content shall be altered or modified; (d) Subscriber and User must comply with all other terms or restrictions which may be applicable to the individual file, image or text; and (e) Subscriber and User must comply with all other terms and conditions set forth herein and in the Subscription Agreement.

  3. Use of the Internet is solely at the Subscriber’s and User’s own risk and subject to all applicable local, national, and international laws and regulations. While REDD has made every effort to create a secure and reliable Website and CMS, the confidentiality of any communication or material transmitted to/from the Website and CMS over the Internet cannot be guaranteed. Subscriber and User shall keep confidential and shall not use the Website, CMS, username and password and all information relating to the Website or CMS for any purpose not permitted in this Agreement or the Subscription Agreement. REDD is not responsible for the security of any information transmitted via the Internet, the accuracy of the information and Content contained on the Website or CMS, or for the consequences of any reliance on such information. Further, REDD shall have no liability for interruptions or omissions in Internet, network or hosting services due to a force majeure or other events outside REDD’s control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, or Internet service provider failure or delay. REDD shall not be liable for any disruption or loss Subscriber or User may suffer as a result. The Subscriber and Users assume the sole and complete risk of using the Website and CMS.

  4. REDD may provide links to other websites on the World Wide Web for the purpose of locating related information and services. These websites are maintained by third parties over which REDD exercises no control whatsoever. Accordingly, REDD disclaims any responsibility for the content, accuracy of information, quality of products or services provided by or advertised on and/or software downloaded from third party websites. Moreover, these links do not imply an endorsement of any third party or any website or the products or services provided by any third party.

  5. The Subscriber and User expressly absolve and release REDD from any claim or harm resulting from a cause beyond REDD’s control, including, but not limited to unauthorized access, theft, operator errors, computer viruses, the failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorism or governmental restrictions.

  6. REDD obtains the information it publishes from sources believed by REDD and its employees, agents, and staff to be reliable and accurate, but the Subscriber and User accept and acknowledge that the Website, Content and CMS, and the information or materials contained therein are provided on an “as is”, “as available”, and “with all faults” basis. REDD does not make any representations or warranties of any kind either express or implied, that the information and Content on the Website or CMS or the materials made available through the Website or CMS, is accurate, complete, correct, adequate, useful, timely, reliable or otherwise. Material and Content published by REDD is intended for general information only and must not in any way be deemed and/or construed as advice (including under relevant investment rules and regulation applicable to the Subscriber or User, for example, in the United States, as defined by the applicable Securities and Regulatory Acts, as amended from time to time as well as the applicable regulatory control of FINRA, NASD and other non-governmental regulatory bodies). REDD hereby disclaims all duties or warranties pertaining to fitness for a particular purpose and its Website, CMS and Content is not intended to be relied upon by Subscriber or User in relation to any investment decisions whatsoever. Appropriate independent investigation and advice should be sought by the Subscriber and/or User before making any such decision.

  7. REDD disclaims all warranties, express or implied, including, but not limited to, merchantability, satisfactory quality and fitness for a particular purpose, non-infringement, title, custom, trade, quiet enjoyment, system integration and freedom from computer virus or any other contaminating or destructive agent. REDD does not represent or warrant that the functions contained in the Website, CMS or materials and Content made available through it will be error-free or uninterrupted, that defects will be corrected, or that the Website, CMS or the server that makes the Website and CMS available are free from any harmful components including viruses.

  8. The Subscriber and User acknowledge that access and use of the Website and CMS is at its sole risk. Changes to the Content may be periodically added to the Website and CMS by REDD, as they deem appropriate and as new information may become available. REDD may make improvements and/or changes in the Website and CMS at any time, without prior notice.

  9. The Website and CMS may allow Subscribers and Users to contribute content, information, text, files, graphics, personal listings, messages, postings, and other materials and information for access, use, and commentary by other visitors to the Website (“Subscriber Content”). Upon Subscriber’s or User’s submission of Subscriber Content or other material or information to REDD, You agree to grant REDD a worldwide, perpetual, non-terminable, irrevocable, transferable, license to access, use, distribute, perform, reproduce, display, modify, create derivative works based upon, and sublicense, and to permit others to access, use, distribute, perform, reproduce, display, modify and create derivative works based upon the Subscriber Content, all without any compensation to Subscriber or User whatsoever. By submitting such Subscriber Content, You hereby waive any rights arising out of and/or in connection with Subscriber’s and User’s intellectual property rights. All submissions of Subscriber Content shall become the sole and exclusive property of REDD. REDD reserves the right to restrict the submission of Subscriber Content and remove any content as it deems, in its sole discretion, inappropriate or contrary to the intent, image, or for any other reason of REDD’s Website, CMS or Content.

access to content and to the website

By accessing the Content, Website and CMS, Subscriber and User warrant and represent that they are at least eighteen (18) years of age. Subscriber is responsible for any and all charges incurred under Subscriber’s or User’s account. All payments must be made by check, credit card or money order. All subscription fees and payments must be made pursuant to the terms of the Subscription Agreement. The Subscriber acknowledges and accepts that timely payment of the subscription fees and/or any other payments due to REDD is of essence and in the event of a failure to make timely payment, REDD reserves the sole and absolute right to terminate or suspend Subscriber or user’s access to the Content, Website or CMS, without notice to the Subscriber. The Subscription Fee is exclusive of sales tax or equivalents, which shall be added and payable in accordance with applicable law from time to time.

public forums

The Website may create chat rooms, forums, message boards, and/or news groups available to its Subscribers and Users. Please remember that any information that is disclosed in these areas becomes public information and You should exercise caution when deciding to disclose your personal information. REDD expressly disclaims any liability that may arise from the provision of any information whatsoever to or in these forums. Subscriber and User, do hereby agree to hold REDD, its agents, employees and/or representatives harmless regarding any liability that may arise out of and/or in connection with the provision of any information to these forums.

security

The Website and CMS have security measures in place to protect the loss, misuse and alteration of the information under REDD’s control. This includes a customer record manager and other technical systems. REDD is not responsible, however, for any loss or misuse of any information Subscriber and User may submit to the Website or CMS. Subscriber and User hereby agree to hold REDD, its agents, employees and/or its representatives harmless regarding any damages that may result from the use of the Website and CMS. The submission of any content, data and information to the Website or CMS is conducted solely at the Subscriber’s and User’s own risk.

supplementary information:

  1. Choice/Opt-Out: The Website and CMS provide Subscribers and Users the opportunity to opt-out of receiving communications from us and our partners. (Please see below for further details). The Website and CMS gives Subscribers and Users the option to remove their information from our database, to not receive future communications or to no longer receive updates via electronic mail or other means provided for through the Website or CMS. Simply email us at info@reddintelligence.com and/or modify your watchlists and/or saved searches. Please see the Privacy Policy for more information.

  2. Cookies, and REDD’s Use Thereof: Please see the Privacy Policy for more information about REDD’s use of cookies.

  3. REDD’s use of member information: Two things drive REDD’s decisions regarding the use of information collected from REDD members: 1) improving Subscriber and User experience by offering personalized services and Content, and 2) market research. Please see the Privacy Policy for more information about REDD’s use of such information.

  4. Information logged by REDD. Please see the Privacy Policy for more information about REDD’s collection and use of information that You provide through your use of the Website, CMS and Content.

  5. What is REDD’s information retention policy? Please see the Privacy Policy for REDD’s information retention policy.

  6. REDD security of collected information. The Subscriber and User REDD username is password-protected so that only You and authorized REDD employees have access to your account information. In order to maintain this protection, do not give your password to anyone. If someone who says they are REDD staff asks for any personal account information, including your password, contact info@reddintelligence.com to confirm this as it is highly unlikely to occur. Also, if You share a computer, You should sign out of your REDD account and close the browser window before someone else logs on. This will protect your information on public terminals. Please note that unauthorized access to the Website and CMS are a violation of the Terms of Use and the Subscription Agreement and may lead to termination of your access to the Content, Website and CMS. REDD makes every effort to ensure that your information is secure on its system. Extremely sensitive information, if any, is always transmitted in encrypted form. Only authorized REDD employees can access this information (only if it is relevant to their job duties). REDD has staff dedicated to maintaining the Privacy Policy and other privacy initiatives, periodically reviewing web security and making sure that every REDD employee is aware of REDD’s security practices. Unfortunately, no data transmission over the Internet can be guaranteed 100% secure. As a result, REDD cannot guarantee the security of any information You transmit to us, and You do so at your own risk. If You have any further questions on this issue, refer to the terms of the Subscriber Agreement. REDD expressly disclaims any liability that may arise should any other individuals obtain the information You submit to this site.

  7. With whom does REDD share information? Please see the Privacy Policy to learn more about how REDD shares the information You provide to REDD or that REDD otherwise collects from your use of the Website, CMS and Content.

  8. How can REDD members edit their information? REDD gives You the ability to access and edit your username and password. Further, email preferences for Content updates can be edited by each user. You may edit and update your username and password at any time. Any changes/requests for further information should be directed to info@reddintelligence.com.

  9. REDD and the protection of children’s privacy. REDD is intended for people of at least 18 years old. The Subscription Agreement and these Terms of Use are intentionally designed to identify children under 18 years of age. Note to parents: If your child is under 18 and has become a REDD member using a false age, please notify us at info@reddintelligence.com so that we can immediately close the username and password and nullify all information collected from them. If your child is under the age of 18 and You would like to know more about our site, information practices, stored information on your child, or how to close your child’s account, contact REDD’s staff at info@reddintelligence.com. In both instances, You will need to provide your full name, address, phone number, e-mail address and your child’s user name.

  10. Notification of Changes: REDD’s Privacy Policy is periodically reviewed and enhanced as necessary. The Privacy Policy might change as REDD updates and expands its services. REDD will contact You via email and post notification if there are any material changes in its privacy practices. REDD also encourages You to also check out the Privacy Policy periodically. By using the site, You hereby represent and warrant that You have fully read, understood and agree to all the terms of these Terms of Use and the terms of the Subscription Agreement. Each time You use the Website and or CMS, You agree to all the terms set forth by REDD in both its Terms of Use and Subscription Agreement and any other policies published by REDD on the Website or CMS. If You do not understand any of the terms or conditions of any of REDD’s policies, You may inquire regarding the same via email at info@reddintelligence.com.

  11. UNDER NO CIRCUMSTANCES WILL REDD BE LIABLE TO THE SUBSCRIBER OR USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, REIMBURSEMENT, COMPENSATION OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL, FOR LOSS OF DATA, COST OF SUBSTITUTE MATERIALS, PRODUCTS, SERVICES OR INFORMATION, COST OF CAPITAL, AND THE CLAIMS OF ANY THIRD PARTY, OR FOR ANY OTHER REASON WHATSOEVER, EVEN IF REDD HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

  12. TO THE EXTENT PERMITTED BY LAW, REDD DISCLAIMS LIABILITY FOR ANY DIRECT DAMAGES BASED ON THE SUBSCRIBER’S USE OF THE WEBSITE AND CMS AND ITS CONTENT. IN ANY EVENT, THE AGGREGATE LIABILITY OF REDD FOR ANY REASON WHATSOEVER RELATED TO USE OF THE WEBSITE AND ITS CONTENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE SUBSCRIBER OR USER FOR SERVICES PROVIDED VIA THE WEBSITE AND CMS PURSUANT TO THE SUBSCRIPTION AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

  13. FURTHER, REDD REPRESENTS THAT THE WEBSITE CMS, CONTENT AND ALL ASSOCIATED DATA AND INFORMATION ARE MADE AVAILABLE TO SUBSCRIBER AND USER SOLELY FOR THE PURPOSE OF INTERNAL BUSINESS EVALUATION AND INFORMATION AND DO NOT CONSTITUTE A PERSONAL RECOMMENDATION OR TAKE INTO ACCOUNT ANY PARTICULAR INVESTMENT OBJECTIVES, FINANCIAL SITUATIONS OR INDIVIDUAL NEEDS. BEFORE ACTING ON ANY INFORMATION OR CONTENT, THE SUBSCRIBER AND USER SHOULD CONSIDER WHETHER IT IS SUITABLE FOR ITS PARTICULAR CIRCUMSTANCES AND, IF NECESSARY, SEEK INDEPENDENT PROFESSIONAL ADVICE. THE CMS, WEBSITE, CONTENT AND INFORMATION COMPILED FOR USE IS BASED ON INFORMATION AND SOURCES THAT REDD CONSIDERS TO BE REASONABLY RELIABLE, BUT REDD DOES NOT WARRANT OR REPRESENT THAT IT IS ACCURATE, COMPLETE OR CURRENT, AND IT SHOULD NOT BE RELIED ON AS SUCH.

  14. The Subscriber and User agree to indemnify and hold harmless REDD, its suppliers, all of their affiliates, and all of their respective directors, officers, employees, shareholders, legal representatives, agents, successors and assigns, from and against any damages, liabilities, costs and expenses (including reasonable legal and professional fees and court costs) arising out of any third party claims based on or related to the use of the Website, Content or CMS, or any breach by the Subscriber or User of these Terms of Use or the Subscription Agreement.

  15. REDD welcomes feedback and suggestions from Subscribers and Users regarding how to improve the Website and CMS. However, any ideas, suggestions, information, know-how, material, or any other content (collectively, “Submissions”) received will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for REDD to adopt, reproduce, publish, transmit, disseminate, distribute, copy, use, create derivative works, display, (in whole or part) worldwide, or act on such Submissions without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Submissions. The Subscriber or User and its registered Subscribers or Users hereby waive any claim to the contrary.

  16. Failure to insist on strict performance of the terms and conditions of this Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by REDD of any right under this Agreement will be deemed to be a waiver of any other right or provision or a waiver of that same right or provision at any other time.

  17. No joint venture, partnership, employment, or agency relationship exists between the Subscriber or User and REDD as a result of this Agreement or the Subscriber’s or User’s use of the Website or CMS. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

  18. Governing Law and Jurisdiction. By accessing the Website and CMS, You agree, and supersede any and all prior agreements, express and implied between You and REDD. These Terms of Use are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the New York, without regard to the conflicts of laws provisions thereof.

  19. Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires You to arbitrate certain disputes and claims with REDD and limits the manner in which You can seek relief from REDD. Both you and REDD acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms of Use, REDD’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

    1. Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms of Use directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New York County, New York. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

    2. Costs of Arbitration. The Rules will govern payment of all arbitration fees. REDD will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. REDD will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

    3. Small Claims Court; Infringement. Either you or REDD may assert claims, if they qualify, in small claims court in New York County or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

    4. Waiver of Jury Trial. YOU AND REDD WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and REDD are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and REDD over whether to vacate or enforce an arbitration award, YOU AND REDD WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

    5. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor REDD is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

    6. Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 845 Third Ave, 6th Floor, New York, NY 10022 postmarked within thirty (30) days of first accepting these Terms of Use. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms of Use’s arbitration agreement.

    7. Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or REDD to litigate any dispute arising out of or relating to the subject matter of these Terms of Use in court, then the foregoing arbitration agreement will not apply to either party, and both you and REDD agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New York County, or the federal district in which that county falls.

    8. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with REDD.

  20. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF AND/OR IN CONNECTION WITH THIS AGREEMENT.

  21. The invalidity or unenforceability of any provision or provisions of the terms and conditions of this Agreement shall not affect the validity or enforceability of any other provision, term or condition of this Agreement, which shall remain in full force and effect.

  22. User and Subscriber shall not assign, transfer or sub-license any of their rights or obligations under this Agreement. User and Subscriber shall not transfer any copies or versions of the Product to any third party. REDD may assign all or any of its rights and transfer any or all of its obligations under this Agreement.

  23. Any such notice shall take effect if delivered or posted upon delivery; and if sent by facsimile, when a complete and legible copy of the communication has been received at the appropriate address. This Agreement as well as the Subscription Agreement, which is incorporated by reference as if set forth fully herein, represents the entire agreement of the parties in relation to the subject matter of this Agreement and the Subscription Agreement and supersedes any previous agreement between the parties in relation to the Website and CMS.

  24. By accessing and registering a username and password for the Website and CMS, You hereby acknowledge that you have read, understood, and agree to be bound by the terms set forth herein as if You have executed an original of this Agreement. REDD may update these terms at any time, with or without notice to You. Each time you access the Website and the CMS, You agree to be bound by the terms then in effect. REDD reserves the right at any time and for any reason to deny You access to the Website, CMS or any section of the Website or CMS, and to terminate your access to the Content, CMS and Website, without notice for a breach or violation of these Terms of Use or the Subscription Agreement.

  25. Contact If You have any questions about the Terms of Use, please write: by email to info@reddintelligence.com.