Terms of Use

These Terms of Use were last revised on December 7, 2011.

The following terms and conditions ("Terms of Use" or "Terms") apply to, and to all access to and use of, the website to which these Terms of Use have been posted (the "Website"), including, for the avoidance of doubt, the website accessible at http://www.redmoonsolutions.com

These Terms represent a legal agreement between you and Red Moon Solutions, LLC ("RMS").  By using, browsing or otherwise accessing this Website, you acknowledge, represent and agree that you have read, understand and shall be bound by these Terms, and agree to honor and comply with not only these Terms but also (i) any legends, instructions, copyright information and proprietary rights notices posted to or encountered while using or otherwise accessing the Website or any RMS Site Material and (ii) all applicable laws and regulations, including export and re-export control laws and regulations.  IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THIS WEBSITE.

RMS may, without notice to you, at any time withdraw, remove, replace or revise these Terms of Use by updating this posting, in which case any such withdrawal, removal, replacement or revision shall take effect immediately upon such posting (in the case of a replacement or revision) or immediately upon any such withdrawal or removal.  RMS will have no obligation to highlight or otherwise identify any particular changes or differences in any subsequent posting.  Your use of this Website following any withdrawal, removal, replacement or revision of these Terms constitutes your acceptance of such change.

 

OWNERSHIP; CHANGES.

You acknowledge and agree that this Website and the RMS Site Material constitute and contain proprietary material of RMS or its affiliates, licensors or suppliers and that such material is protected by copyright and other laws respecting proprietary rights.  The Website is also protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws.  On behalf of itself and any applicable affiliates, licensors and suppliers, RMS hereby retains and reserves all proprietary rights in or pertaining to this Website and the RMS Site Material, including (without limitation) all copyright and other proprietary rights worldwide in all media.  

RMS may, without notice to you, at any time (i) withdraw, remove, discontinue, suspend, restrict access to, replace, improve or change this Website, any area, part or aspect of the Website, any RMS Site Material and any products, services, offerings or programs described on this Website or (ii) change or place limits, restrictions and conditions on any of the foregoing or on the availability thereof.  As used in these Terms of Use, "RMS Site Material" means any and all data, database, code, information, content, features, functionality and other material (a) provided (directly or through others) by RMS, or by any subsidiary, parent company or other affiliate of RMS (an "RMS Affiliate") as part of a website (such as this Website) whose use or access is governed by these Terms of Use or (b) otherwise contained in or on, or made (directly or through others) a part of, such a website by RMS or any RMS Affiliate.

 

LICENSE AND RESTRICTIONS ON USE.

This Website and all content on this Website, including, but not limited to, the RMS Site Material, may not be copied, reproduced, republished, displayed, performed, sold, leased, uploaded, posted, transmitted, distributed or used for the creation of derivative works without RMS' prior, signed written consent, except that RMS grants you a non-exclusive, non-transferable, revocable, limited permission (the "Permission") to access and display the web pages within this Website, but solely for your personal, non-commercial use of this Website solely on your computer.  This permission is conditioned on:  (i) your not modifying any RMS Site Material or any other content displayed on this Website, (ii) your keeping intact all copyright, trademark, and other proprietary notices; (iii) your acceptance of and compliance with these Terms of Use, any legends, instructions, copyright information and proprietary rights notices posted to or encountered while using or otherwise accessing the Website or any RMS Site Material and any other terms, conditions or notices accompanying any RMS Site Material or other content displayed on this Website or otherwise set forth in this Website.  Notwithstanding the foregoing, any software, databases, subscriptions and other materials that are made available to you for downloading, access or other use from this Website with their own license terms, conditions and/or notices ("Special-Items Terms") will be governed by such terms, conditions and notices.

Except for the limited permission provided for above (i.e., the Permission), RMS does not grant you any express or implied rights or licenses, including, without limitation, under any patents, trademarks, copyrights or other proprietary or intellectual property rights.  Except as specified in the above Permission (or, if applicable, in any relevant Special-Items Terms), you may not use or access this Website or any RMS Site Material or other content displayed on this Website or otherwise set forth in this Website.

You agree not to use or access the Website, any RMS Site Material or any other content displayed on this Website or otherwise set forth in this Website for a purpose or in a manner that is in violation of the Terms of Use or applicable laws or regulations.  Among other things, you agree not to:

  • copy any data or content from the Website by way of a robot, script or automated device or operation, nor engage in practices such as "screen scraping," "database scraping," "indexing" or the like, nor engage in any other activity with the purpose of obtaining lists of users or persons, software, code, databases, lists, products or services;
  • frame the Website or any part thereof in another Web page, or engage in any similar practice;
  • mirror or otherwise replicate, simulate or present the Website or any of the RMS Site Material or other content from this Website on or by way of any other website, device or medium
  • damage, disable, overburden, or impair the Website, its operation or its access, or interfere with any person's access to, use of or enjoyment of the Website, or engage in any conduct that could threaten to do so;
  • obtain or attempt to obtain any material, information or content from or through the Website through any means not made readily accessible by RMS on the Website; or
  • except if agreed by RMS in a written agreement between RMS and you that is signed by RMS, you agree that you will not access or attempt to access password protected, secure or non-public areas of the Website.
 

Your failure to comply with any of these Terms, with any legends, notices, terms or conditions on this Website or with any obligations relating to this Website will, among other things, result in automatic termination of any rights granted to you by these Terms (or otherwise), without prior notice, and in such case you must immediately destroy all copies of any downloaded RMS Site Material or other materials in your possession or control and sourced from this Website.

LINKS.

Except if agreed by RMS in a written agreement between RMS and you that is signed by RMS, you agree that you will not create links from any Web site or Web page to the Website or any page within the Website; provided however upon prior written notice to RMS, you may create a link directly to the homepage of the Website.  However, the origin of any such link must be accompanied by a clear and prominent attribution indicating that the link is connected to the home page of the Website which belongs to RMS.  By creating a link to the Website, you agree that (a) you will not employ any technology that results in the placement of content from the Website in a frame and/or a reduced pop-up window and/or any other display mechanism which changes appearance of the Website from how it would appear if a user typed the URL in a typical browser line, (b) you will not remove or obscure, by framing or otherwise, advertisements, copyright notices, or other notices on this Website, (c) your site shall not display content or link to other websites that contain content that is illegal, obscene, indecent, disparaging, discriminating or otherwise offensive, (d) you have duly registered your domain name and possess all rights necessary to use the same, and (e) you shall not in any manner access, collect, store, disclose, transfer or use any information obtained or derived from a user's access to or use of the Website.  RMS reserves the right to revoke your permission to create or maintain such link at any time in its sole discretion and you agree to immediately cease using the link at any time that RMS so requests.

 

RELATIONSHIPS.

This Website might provide links or references to third-party websites and resources.  RMS makes no representations, warranties or other commitments whatsoever about any such third-party websites and resources, including, without limitation, those that may be referenced, accessible from or linked to the Website.  A link to a third-party website and resource does not mean that RMS endorses such website or resource, or any content or quality thereof, or any use of such website or resource, or its owner.  In addition, RMS is not a party to or responsible for any transactions you may enter into with third parties, even if you learn of such parties, transactions or opportunities (or use a link thereto) from the Website.  You acknowledge and agree that RMS is not responsible for the availability of such third-party websites and resources, and is not responsible or liable for any content, services, products or other materials on or available from those websites or resources.  

When you access a third-party website or resource, even one that may contain an RMS logo or name, please understand that it is independent from RMS, and that RMS does not control the website or resource or any content on or in such website or resource.  It is up to you to take precautions necessary and effective to protect yourself from viruses, worms, trojan horses and other potentially destructive programs, and to protect your information and systems as you deem appropriate.

Nothing on this Website or in any RMS Site Material or other Item is tax, legal or professional advice; it is solely for information purposes.  You should consult with appropriate tax, legal, accounting, financial and business advisors before acting or relying on any information, content or material contained on or in this Website, any RMS Site Material or other Item.  No tax advisor/preparer-client privilege or relationship, attorney-client privilege or relationship or other advisory privilege or relationship is established or exists by virtue of or based on this Website, any RMS Site Material or other Item. 

Factual information and estimates in any information, content or material contained on or in this Website, any RMS Site Material or other Item are presumed reliable when they were determined or collected but are not warranted or guaranteed whatsoever, and should be independently verified before any reliance or use.  Suggestions, advice, strategies, opinions and all other like information contained on or in this Website, any RMS Site Material or other Item are general in nature, are not based on knowledge of your specific circumstances, and should be used only after and based upon independent verification for reliability and relevance, your own business judgment, and consultation with your professional advisors as you deem appropriate.  As to any information reporting on the testimonials, performance, opinions or results of others, or indicating findings, conclusions or estimates as to performance or results, please be aware that normally your own individual experiences and results will vary and will reflect other factors specific to you and/or your unique circumstances.

 

NO USE OF LOGOS, TRADEMARKS OR NAMES.

You may not use in any website, blog, publication, press release, promotion, publicity, email, key-word or other search engine advertising, web-based advertising or other marketing or advertising (electronic or otherwise) of any kind the trademarks, service marks, logos or names of RMS or of any RMS Affiliates (or those associated with any of their respective products, services or other offerings), without the written and signed permission of RMS in each case. 

 

DISCLAIMERS.

THE WEBSITE, RMS SITE MATERIAL AND ALL OTHER ASPECTS OF OR CONTENT DISPLAYED ON THIS WEBSITE OR OTHERWISE SET FORTH ON THIS WEBSITE (COLLECTIVELY, THE "ITEMS") ARE PROVIDED STRICTLY ON AN "AS IS" BASIS.  YOUR USE OF OR ACCESS TO THE WEBSITE AND ALL OTHER ITEMS ARE SOLELY AT YOUR OWN RISK.  NO WARRANTY, REPRESENTATION, ASSURANCE OR COMMITMENT, EITHER EXPRESS OR IMPLIED, IS MADE OR GIVEN REGARDING ANY OF THE ITEMS, THEIR AVAILABILITY OR THEIR USE.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO WARRANTY, REPRESENTATION, ASSURANCE OR COMMITMENT, EITHER EXPRESS OR IMPLIED, IS MADE OR GIVEN REGARDING THE ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY OR FITNESS FOR A PARTICULAR PURPOSE OF THE WEBSITE OR ANY OF THE OTHER ITEMS, NOR TO THE EFFECT THAT ANY ITEMS ARE OR WILL BE ERROR-FREE OR CORRECTED.  NO RMS PERSON SHALL HAVE ANY LIABILITY WHATSOEVER TO ANYONE REGARDING ANY LOSS, INJURY, DAMAGE, COST, EXPENSE OR HARM RESULTING FROM OR RELATING TO ANY USE OF OR ACCESS TO THE WEBSITE OR ANY OTHER ITEM, ANY RELIANCE ON THE WEBSITE OR ANY OTHER ITEM OR ANY SUPPORT (OR LACK OF SUPPORT) OF OR RELATING TO ANY OF THE ITEMS.  NO RMS PERSON SHALL HAVE ANY LIABILITY WHATSOEVER TO ANYONE REGARDING ANY LOSS OF OR INJURY, DAMAGE OR HARM TO ANY EQUIPMENT, SOFTWARE, DATA OR OTHER PROPERTY USED IN ACCESSING OR USING THIS WEBSITE OR ANY OTHER ITEMRMS DISCLAIMS ALL RESPONSIBILITY FOR OR RELATING TO ANY THIRD-PARTY WEBSITES, CONTENT OR INFORMATION ACCESSED, DIRECTLY OR INDIRECTLY, BY WAY OF HYPERTEXT LINKS, HOT LINKS OR OTHER LINKS ON OR IN THIS WEBSITE OR IN ANY RMS SITE MATERIAL OR OTHER ITEM.  THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS IN THIS PARAGRAPH APPLY REGARDLESS OF THE THEORY OF RELIEF ASSERTED (WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING ANY FORM OF NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF THE HARM, LOSS, DAMAGES OR OTHER LIABILITY ARISING OR ALLEGED.  SOME STATES LIMIT OR DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU OR MAY NOT FULLY APPLY TO YOU.  AS USED IN THESE TERMS, "RMS PERSON" MEANS AND INCLUDES RMS, EVERY RMS AFFILIATE AND EVERY OWNER, MEMBER, EQUITY-HOLDER, MANAGER, DIRECTOR, OFFICER, EMPLOYEE, REPRESENTATIVE, LICENSOR, SUPPLIER, CONTRACTOR, AGENT, SUCCESSOR OR ASSIGN OF RMS OR OF ANY RMS AFFILIATE.

Neither this Website nor any other Item is promised or guaranteed to be correct, current, complete, operational or error-free, and you acknowledge that this Website might contain technical inaccuracies, typographical errors and other errors, defects or problems.  RMS assumes no responsibility (and expressly disclaims responsibility) for updating this Website or any other Item to keep or make it correct, current, complete, operational or error-free or to repair, correct, ensure or improve the accuracy, completeness or other quality of this Website or any other Item.  Accordingly, you should confirm the accuracy, completeness, correctness, currency, reliability and other quality of the Website and any other particular Item (including, without limitation, all posted or provided data or information) before making any decision or taking any action based in whole or in part upon this Website or any other Item.  RMS provides no commitment or assurances that any reported problems will be resolved, even if RMS elects to provide information or make other efforts with the goal of addressing a problem.

 

EXCLUSIONS AND LIMITATIONS OF LIABILITY.

NO RMS PERSON SHALL BE SUBJECT TO ANY DIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES, LOST REVENUE, INCOME, PROFITS, SAVINGS, BUSINESS OPPORTUNITY OR OTHER OPPORTUNITY) RELATING TO THESE TERMS OF USE, TO ANY VIOLATION OF THESE TERMS, TO THE WEBSITE, TO ANY OTHER ITEM OR TO ANY USE OF OR RELIANCE ON THE WEBSITE OR ANY OTHER ITEM.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL YOU BE ENTITLED TO DAMAGES IN EXCESS OF $100, IN THE AGGREGATE, FOR ANY AND ALL CLAIMS RELATING IN ANY WAY TO THESE TERMS, TO ANY SUBJECT MATTER OF THESE TERMS, TO ANY OF THE ITEMS, THEIR AVAILABILITY OR THEIR USE, TO ANY RELIANCE ON ANY ITEM OR TO ANY SUPPORT (OR LACK OF SUPPORT) OF OR RELATING TO ANY OF THE ITEMS, REGARDLESS OF THE NUMBER OR TIMING OF SUCH CLAIMS.  THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS IN THIS PARAGRAPH APPLY REGARDLESS OF THE THEORY OF RELIEF ASSERTED (WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING ANY FORM OF NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF THE HARM, LOSS, DAMAGES OR OTHER LIABILITY ARISING OR ALLEGED.  SOME STATES LIMIT OR DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU OR MAY NOT FULLY APPLY TO YOU. 

 

GOVERNING LAW IN CASE OF DISPUTE; JURISDICTION.

These Terms of Use, and all respective rights and duties in connection herewith, shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to conflicts of laws rules, and any lawsuit, action or proceeding that might arise from or in connection with these Terms of Use or their subject matter may be neither commenced nor maintained except in the State or federal courts located within the region encompassed by the federal Middle District of Florida, Tampa Division (including their associated courts of appeal) and the parties agree to such jurisdiction (including personal jurisdiction) exclusively, but any action to enforce a judgment so obtained may be brought in any court of competent jurisdiction. 

 

ENTIRE AGREEMENT; SEVERABILITY.

These Terms of Use constitute the entire agreement with respect to the subject matter hereof (including, without limitation, your use of or access to this Website). If any provision of these Terms of Use is unlawful, void or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.

 

SURVIVAL.

Except for the Permission and any other rights granted you, the provisions of these Terms of Use shall survive and continue in force after any expiration or termination of the Permission, or of these Terms of Use, for any reason.

 

IF YOU DO NOT AGREE.

IF THESE TERMS OF USE ARE NOT ACCEPTABLE IN FULL, YOU MUST IMMEDIATELY TERMINATE YOUR USE OF THIS WEBSITE AND ALL ITEMS.

 

APPLICABILITY OF THESE TERMS TO OTHER WEBSITES AND/OR TO RMS SITE MATERIAL.

These Terms of Use also apply to, and to all access to and use of, any other website owned and operated by RMS or any RMS Affiliate (each an "RMS Website").  All provisions of these Terms of Use that apply to an RMS Website shall be construed to apply as well to all RMS Site Material provided by RMS or an RMS Affiliate as part of such website, unless otherwise provided in these Terms of Use or unless such a construction would be inconsistent with the context or meaning of such provisions. 

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