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Gold Lasso RegReady Terms and Conditions

PLEASE READ CAREFULLY THESE TERMS AND CONDITIONS AND THE FREQUENTLY ASKED QUESTIONS (FAQS) BEFORE REGISTERING FOR THE GOLD LASSO REGREADY MEMBERSHIP. PARTICIPATION IN GOLD LASSO REGREADY MEMBERSHIP PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE GOLD LASSO REGREADY MEMBERSHIP PROGRAM.

Introduction. This agreement ("Agreement") between You and Gold Lasso, Inc. doing business as (dba) RegReady. ("RegReady") consists of these Gold Lasso RegReady Program (the "Program") Standard Terms and Conditions ("Terms and Conditions"). A description of the Program, as generally offered by RegReady, is available at the RegReady Frequently Asked Questions ("FAQs") URL, located at (URL HERE) or such other URL as RegReady may provide from time to time. "You" or "Your" means Your company, Your employees, anyone who has access to use Your RegReady account, any entity identified in a membership enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.

1. Definitions.  As used in these Terms and Conditions, the following capitalized and bold terms shall the meaning described below: 

“AdBlock” means a process provided by RegReady for the purposes of bartering and selling leads.

“Auction or AdBlock Auction” means the process used by Members to sell and or barter their leads from co-registration events.

“Barter or Bartering” means the process of exchanging leads for points.

“Bid” means the committed price a Member is willing to pay per Lead from another Member’s AdBlock auction.

“Co-registration” means any electronic process that allows a third party to gain access to user data, social media transactions or any other information from a User based on the initial party’s form, applications, social media buttons and other Property(ies).

"Earned Points" means the net points (gross points - RegReady's commission) earned by Members for selling or bartering their leads.

"Field" A field means an element of any consumer data entered into our Services, each element of which is a portion of a Record. For example, if a co-registration offer requires a user to provide their first name, last name, and email address, that would constitute three (3) Fields.

“RegReady Rewards” means points with no monetary value earned by Members for allowing other Members to participate in co-registration events on their Property(ies).  RegReady Rewards are used to barter for leads.

“Holding Period” means the amount of time between when a Member earns Purchased Points and the time the Purchased Points are available for redemption.  This period is approximately 30 to 45 days from the last day of the calendar month when the Purchased Points become available for redemption. 

“Lead or Leads” means any valid result from a co-registration process or event.

"Members" means any person or entity that accepts these Terms and Conditions for the purposes of participating in the Gold Lasso RegReady Program.

"Placement" means the placement of a RegAd on an AdBlock.

"Points" means any format of points that RegReady offers including but not limited to Earned Points, Purchased Points or RegReady Rewards Points.

“Program” means all RegReady processes, technologies, policies, and rules.

“Properties or Property” means Web site(s), social media applications, media player(s), video content, mobile content, mobile applications, RSS and Atom feeds or any other digital marketing medium that is acceptable under these Terms and Conditions and Program Policies.

"Publisher" means a Member acting as a publisher that collects and sends Records from its Property(ies) via RegReady to other Members.

“Purchased Points” means points purchased from RegReady to exchange for leads from Members.  Purchase Points have monetary value and can be exchanged for U.S. dollars.

“Purchasing Ratio” means the ratio of Purchased Points to U.S. dollars used when calculating the price of Purchased Points.

"Record" means a single row of data, as comprised by one or more Fields sent through the RegReady system.

“Redemption Ratio” means the ratio of Purchased Points to U.S. dollars used when calculating the payment made from RegReady to Members.

“RegAds” means any Member or RegReady advertisement or like content.

“RegBlock” specifically means a process provided by RegReady for the purpose of gathering physical data from a Member to transfer to another Member.

“RegReady Commission” means the gross RegReady Rewards, Purchased Points, and Earned Points RegReady takes for facilitating a co-registration event.

“RegReady Payment” means U.S. dollars given to Members in exchange for Purchased Points.

 “Sell or Selling” means the process of exchanging leads for Purchased Points.

"User" means any user or visitor to your Property(ies).

“Website” One or more Internet accessible HTML-based documents.

2.     Program Participation. Participation in the Program is subject to RegReady’s prior approval and Your continued compliance with the Program Policies ("Program Policies"), located at (URL HERE) and/or such other URL as RegReady may provide from time to time. RegReady reserves the right to refuse participation to any applicant or Member at any time in its sole discretion. By enrolling in the Program, You represent that You are at least 18 years of age and agree that RegReady may serve third party and/or RegReady provided ads, each in connection with the properties You designate. For the avoidance of doubt, any reference in this Agreement or the Program Policies to an individual “Web page”, “Web site”, “Web site page”, “Mobile application”, “Social Media Application” or the like that is part of the Property will also mean feeds and media players distributed through such Web site. Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by RegReady (including by electronic mail).  You must have and abide by an appropriate privacy policy that clearly discloses that You will be sharing Your users’ information with third parties through an opt-in, co-registration process, and that third parties may be placing and reading cookies on your users’ browser, or using web beacons to collect information, in the course of ads being served on your properties.  Your privacy policy should also include information about user options for cookie management.

3.     Member Registration. By accessing the Website, you are not automatically a RegReady Member; you are a “Website Visitor”.  In order to become a RegReady Member, you are required to complete a registration process.   You certify, represent and warrant that the information you provide therein is true, accurate, complete, current, and that it belongs to you.  You shall keep your information complete and up-to-date at all times.  Failure to maintain your registration information may cause your access to RegReady to be interrupted, suspended, or terminated.  You are responsible for monitoring your account, changing your password periodically and notifying RegReady immediately of any unauthorized use or breach of security of your password.

4.     Points.  RegReady uses a point system for bartering, buying and selling co-registration leads.  Points can take the form of RegReady Rewards, points rewarded to members at RegReady's discretion, Purchased Points, points that are purchased from RegReady, and Earned Points, points earned when Members barter or sell the leads they generate via their properties through a RegReady co-registration process.  Members must accept all forms of points for the leads they generate.  RegReady Rewards Points and Purchased points can only be used to barter or purchase leads from other Members. Earned Points can be either exchanged for cash payouts by RegReady or used to purchase leads from other Members.  Regardless of how You earned your points, You are responsible for all country, federal, state and local tax consequences as a result of using RegReady’s point system.  Points are not Your personal property, and Your only recourse for using Points is through RegReady. Points used to purchase leads will be subtracted equally from your RegReady Rewards, Purchased and Earned points balances.  If one or more of your point balances is zero, RegReady will subtract points from your Earned Points balance first, your Purchased Points balance second and your RegReady Rewards Points balance third. from the Purchased Points balance.  The scope, variety and types of services that may be obtained using points can change at any time; however, any such changes will not decrease the total value of the services you can obtain with your unused, unexpired points. As of the effective date of your cancellation or termination of your RegReady membership, you will forfeit your Purchased Point balance.  You will also forfeit your Purchased Pointed balance one (1) year from the date of Purchasing Points.  Please note that RegReady reserves the right in its sole discretion to change the Point system at any time, for any reason.  However, any such changes will not decrease the total value of the services you can obtain with your unused, unexpired points. In the event of a technological or system error where your Point balance is affected, RegReady reserves the right to adjust your Point balance. Moreover, RegReady may cancel, suspend or otherwise limit your access to your points balance if You fail to adhere to the Terms of Service herein or to any agreement between You and RegReady or any of our affiliates, or we reasonably suspect fraudulent, abusive or unlawful activity with respect to your account.

5.     Purchased Points Conversion Ratio.   Purchased Points are purchased using a set ratio between points and U.S. dollars.  Conversely, Purchased Points may be redeemed for payment from RegReady using a set ratio between points and U.S. dollars.  RegReady, at its sole discretion, will set the ratio for the purchasing or redemption of Purchased Points and will clearly state this Conversion Ratio both at the time of purchase and redemption.  If RegReady, at its sole discretion, decides to change either the purchasing ratio or redemption ratio, it will notify its members at least thirty (30) days in advance of such change.  If during this thirty-day notice a Member elects to redeem their Purchased Points and their Points are subject to RegReady’s holding period, all Points will be redeemed at the conversion ratio that will benefit the Member.

6.     Refunds.  An initial request for a refund of Purchased Points not used will be granted upon request up to 90-days of the purchase date.  Repeated requests for refunds are subject to review by RegReady and will be granted at RegReady’s sole discretion.

7.     Price And Auctions.  The price that You will pay per lead is based on the bid you submit for each AdBlock auction.  Your bid will be in the form of whole and or fractional Points.  You will not be charged more Points per lead than your submitted bid.  Your bid is Your legal commitment to exchange Your Points for each lead generated by Your RegAd in the AdBlock auction. You have the right to retract your bid at any time and withdraw from the auction.  Your RegAd position on the AdBlock are based on a number of factors including but not limited to bid, click to view ratio and other formula or algorithm that RegReady deems appropriate to determine your RegAd placement. 

8.     AdBlocks and Minimum Bids.  Members sell and barter their leads through RegReady via AdBlocks.  AdBlocks can take many forms and are conducive to the Properties of the Members.  The compensation Members receive for the sale and barter of their leads is based on a continuous auction requiring bids be submitted in the form of Points.  Members are guaranteed to at least to receive the minimum bid (in Points) required for each lead as compensation.  Minimum bids are determined by the number of shared fields in a RegBlock including the use of a proprietary formula and or algorithm.  Minimum bids are subject to change without notice. Unless otherwise stated in writing from RegReady, all Members must accept any format of Points as compensation for their leads.  In order for You to be a Member in good standing and maintain access to your RegReady account, You must always keep at least one (1) AdBlock active and open for other Members to participate in your AdBlock auction.  Failure to do so will result in immediate limited access to your RegReady account including your participation in auctions and redemption of Points both for payment and leads.

9.     Data & Transfer.  If You setup a RegBlock, You must share and make available the email address field for transfer and are encouraged to share additional fields such as but not limited to, First Name, Last Name, Title, Full Name, Organization or Company, Street Address, City or Province, State, Postal Code, Country, Phone Number, Gender and Age.  You may download, post back or transfer immediately any leads made available to you under the RegReady program.

10.   Lead And or Data Resellers, Brokers & Dealers.  RegReady does not allow lead and or data brokers, dealers or resellers to participate in the RegReady community and program.  It is RegReady’s policy that consumer permission must be obtained directly by the company or organization seeking it and therefore lead and data resellers, brokers and dealers comprise the integrity of our community.  Any RegReady Member discovered in lead or data brokering, reselling and or dealing are subject to immediate account closure without a refund.  Continued violation of this policy is subject to civil prosecution in both federal and state courts.

11.   Data Ownership.  The RegReady Service at times acts as a data transfer service and involves the sending of personal data between Members via its systems. This data may include, but is not limited to, personal information such as email address, street address, phone number, date of birth (collectively, "User Data"). All User Data shall be the sole, exclusive and proprietary property of the Members sending and receiving such data. With respect to such User Data, RegReady acts solely as a transfer agent, and retains no ownership of the User Data being processed, transferred and stored by our systems. Both you and RegReady shall each treat User Data sent pursuant to these Terms & Conditions and in accordance with Your respective internal privacy policies then in effect.

12.   RegReady Commissions.  Unless otherwise stated in writing by RegReady, You agree that RegReady will immediately deduct fifty percent (50%) of all gross Points from every transaction You earn from Your AdBlocks as commission for providing the Gold Lasso RegReady Service to You.

13.   Communications Solely With RegReady. You agree to direct to RegReady, and not to any Member, any communication regarding any AdBlocks or RegAds in connection with Your use of RegReady.  You are prohibited from communicating with, soliciting, or entering into any agreement with any current or former Member of the RegReady Program related to lead generation.  You agree that You will not, directly or indirectly, on your own behalf or on behalf of any other, solicit or attempt to solicit any current or former Member with regard to the formation or utilization of any lead generation business other than RegReady.  Likewise, you are prohibited from inducing or attempting to induce any current or former Member to cease doing business with RegReady, or in any way interfere with the relationship between RegReady and any current or former Member.

14.   Payment. If you elect to redeem your Purchased Points for payment, You shall receive a payment equal to Your net Purchased Points (after RegReady commissions) times the stated conversion ratio of Purchased Points to U.S. dollars.  Unless otherwise agreed to by the parties in writing (including by electronic mail), payments to You shall be sent by RegReady within approximately thirty (30) days after the end of each calendar month that Your Purchased Points are made available for redemption.  In the event the Agreement is terminated, RegReady shall pay Your Purchased Point balance to You within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated by You (following RegReady's receipt of Your written request, including by email, to terminate the Agreement) or by RegReady. In no event, however, shall RegReady make payments for any earned Purchase Point balance that equates to less than $10. Notwithstanding the foregoing, RegReady shall not be liable for any payment based on: (a) any amounts which result from invalid leads by RegAds generated by any person, bot, automated program or similar device, as reasonably determined by RegReady, including without limitation through any clicks or impressions: (i) originating from Your IP addresses or computers under Your control, (ii) solicited by payment of money, false representation, or request for end users to click on RegAds, or (iii) solicited by payment of money, false representation, or any illegal or otherwise invalid request for end users to complete Co-Registration Events; (b) RegAds delivered to end users whose browsers have JavaScript disabled; (c) RegAds benefiting charitable organizations and other placeholder or transparent RegAds that RegReady may deliver; or (d) leads co-mingled with a significant number of invalid leads described in (a) above, or, (e) as a result of any breach of this Agreement by You for any applicable pay period. RegReady reserves the right to withhold payment or charge back Your account due to any of the foregoing or any breach of this Agreement by You, pending RegReady's reasonable investigation of any of the foregoing or any breach of this Agreement by You, or in the event that any Member whose RegAds are displayed in connection with Your Property(ies) defaults on payment for such RegAds to RegReady. In addition, if You are past due on any payment to RegReady in connection with any Gold Lasso program (including without limitation the Gold Lasso RegReady program), RegReady reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to You in connection with the Program by amounts owed by You to RegReady. To ensure proper payment, You are solely responsible for providing and maintaining accurate address and other contact information as well as payment information associated with Your account. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9. For non-U.S. taxpayers, this information includes without limitation either a signed certification that the taxpayer does not have U.S. Activities (as described on the RegReady: Tax Information Page located at [URL Here], or such other URL as RegReady may provide from time to time) or a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, as required by the U.S. tax authorities. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your participation in the Program. RegReady may change its pricing and/or payment structure at any time. If You dispute any payment made under the Program, You must notify RegReady in writing within thirty (30) days of any such payment; failure to so notify RegReady shall result in the waiver by You of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by RegReady. No other measurements or statistics of any kind shall be accepted by RegReady or have any effect under this Agreement. The payments made under this Agreement are for use by You only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Properties managed by You that require separate payments) unless expressly authorized in writing by RegReady (including by electronic mail). From time to time RegReady may be holding funds, payments and other amounts due to You in connection with the Gold Lasso RegReady Program. You acknowledge and agree that RegReady may, without further notice to You, contribute to a charitable organization selected by RegReady all funds, payments and other amounts related to the Gold Lasso RegReady Program that are held by RegReady and that are due to you (if any), but which RegReady is unable to pay or deliver to You because Your account is Inactive (as defined below). “Inactive” means that, based on RegReady’s records: (a) for a period of two (2) years or more You have not logged into your account or accepted funds, payments or other amounts that RegReady has attempted to pay or deliver to You, and (b) RegReady has been unable to reach You, or has not received adequate payment instructions from You, after contacting You at the address shown in RegReady’s records.

15.   Payment Processing Fees (ACH and bank fees).  Any payments made to You in Section 14 of this Agreement are subject to the withholding of automated clearing house (ACH), banking or transfer fees RegReady incurs not to exceed 3.75% of each payment.  RegReady is not responsible for any fees You may incur from Your bank.

16.   Parties' Responsibilities. You are solely responsible for the Property(ies), including all content and materials, maintenance and operation thereof, the proper implementation of RegReady's specifications, and adherence to the terms of this Agreement, including compliance with the Program Policies. RegReady reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access RegAds, Links, Social Media Buttons or to complete any engagement in any activity prohibited by this Agreement. RegReady is not responsible for anything related to Your Property(ies), including without limitation the use of registration forms from end users of Your Property(ies) or the transmission of data between Your Property(ies) and RegReady. In addition, RegReady shall not be obligated to provide notice to You in the event that any RegAd, or Social Media Button is not being displayed properly to, or Co-registration Event is not being completed properly by, end users of the Property(ies).

17.   Prohibited Uses. You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate leads, Co-registration Events, or impressions of or clicks on any RegAd, or Social through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated tools and/or computer generated  requests, (ii) edit, modify, filter, truncate or change the order of the information contained in any RegAd, AdBlock, or Social Media Button, or remove, obscure or minimize RegAd, AdBlock, or Social Media Button in any way without authorization from RegReady; (iii) block, inhibit, deter or prevent any data from your AdBlocks to RegReady, or third-party providers involved in the RegReady Service (iv) display any RegAd, AdBlock, or Social Media Buttons on any Property(ies) that contains any pornographic, hate-related, violent, or illegal content; (v) directly or indirectly access, launch, and/or activate RegAd, AdBlock, or Social Media Buttons through or from, or otherwise incorporate the RegAd, AdBlock, or Social Media Buttons in, any software application, Web site, or other means other than Your Property(ies), and then only to the extent expressly permitted by this Agreement; (vi) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any RegAd, AdBlock, Social Media Buttons or Co-registration Events , or any part, copy, or derivative thereto; (vii) act in any way that violates any Program Policies posted on the RegReady Web Site, as may be revised from time to time, or any other agreement between You and RegReady (viii) disseminate malware; (ix) create a new account to use the Program after RegReady has terminated this Agreement with You as a result of your breach of this Agreement; or (x) engage in any action or practice that reflects poorly on RegReady or otherwise disparages or devalues RegReady’s reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.

18.   Termination; Cancellation. Subject to any third party agreements You may have with other RegReady customers (e.g., other publishers or advertisers), You may stop displaying RegAd, AdBlock, Social Media Buttons or Co-registration Events on any Property in the Program with or without cause at any time by removing the RegReady code from Your Properties. You may terminate this Agreement with or without cause at any time by sending written notice of your desire to cancel Your participation in the Program to This email address is being protected from spambots. You need JavaScript enabled to view it. . This Agreement will be deemed terminated within ten (10) business days of RegReady's receipt of Your notice. RegReady may investigate any activity that may violate this Agreement. RegReady may at any time, in its sole discretion, terminate all or part of the Program, terminate this Agreement, or suspend or terminate the participation of any Property in all or part of the Program for any reason. In addition, RegReady reserves the right to terminate without notice any account that has not generated a sufficient number of Leads from RegAds, AdBlocks, Social Media Buttons or Co-registration Events or valid impressions of RegAds (in each case as measured by RegReady) for a period of two (2) months or more. Upon termination of participation of any Property in the Program or termination of this Agreement for any reason, Sections 9, 11, 16 and 18 through 25 shall survive termination.

19.   Confidentiality. You agree not to disclose RegReady Confidential Information without RegReady's prior written consent. "RegReady Confidential Information" includes without limitation: (a) all RegReady software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; (b) other Members identities, click-through rates or other statistics relating to Property performance in the Program provided to You by RegReady; and (c) any other information designated in writing by RegReady as "Confidential" or an equivalent designation.  RegReady Confidential Information does not include information that has become publicly known through no breach by You or RegReady, or information that has been (i) independently developed without access to RegReady Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority. Your obligations concerning confidentiality under these Terms and Conditions and any agreement between You and RegReady shall survive the termination or expiration of this Agreement for any reason.  The termination or expiration of this Agreement shall not relieve You of the obligations imposed by these Terms and Conditions and any agreement with respect to the RegReady Confidential Information.

20.   No Guarantee. RegReady makes no guarantee regarding the level of impressions or generation of leads via of RegAds, AdBlocks, Social Media Buttons or Co-registration Events, the timing of delivery of such impressions and/or leads, the completion of Co-Registration Events, or the amount of any payment to be made to You under this Agreement.  In addition, for the avoidance of doubt, RegReady does not guarantee the Program will be operable at all times or during any down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of Your equipment, systems or local access services, (iii) for previously scheduled maintenance or (iv) relating to events beyond RegReady’s control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where RegReady or Your servers are located or co-located.

21.   No Warranties.  REGREADY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING, LINKS, SEARCH, REFERRALS, AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADS, LINKS, AND SEARCH RESULTS ARE BASED ON OR DISPLAYED IN CONNECTION WITH NON-REGREADY CONTENT, REGREADY SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH RegAd, AdBlock, Social Media Buttons or Co-registration Events.

22.   Limitations of Liability; Force Majeure. IN NO EVENT SHALL REGREADY OR ANY OF OUR AFFILIATES BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY. REGREADY’S AGGREGATE LIABILITY TO ANY MEMBER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY REGREADY TO MEMBER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Member hereby acknowledges that RegReady has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither RegReady nor  any of its affiliates shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of RegReady, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

23.   Publicity. You agree that RegReady may use Your name and logo in presentations, marketing materials, customer lists, financial reports, Web site listings of customers, and other marketing materials.  If You wish to use RegReady's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Brand Features"), You may do so, so long as such use is in compliance with this Agreement and in compliance with RegReady's then current Brand Feature use guidelines, and any content contained or referenced therein, which guidelines may be found at the following URL: __________________(or such other URL RegReady may provide from time to time).

24.   Representations and Warranties. You represent and warrant that (a) all of the information provided by You to RegReady to enroll in the Program is correct and current; (b) You are the owner of each Property or You are legally authorized to act on behalf of the owner of such Property(ies) for the purposes of this Agreement and the Program; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder. In addition, to the extent that Your Site is a media player (1) You represent and warrant that You have a valid license to use and distribute such media player (including all content therein, including without limitation any RegAds or RegBlocks) for the purposes of this Agreement and the Program; and (2) You shall ensure that any media player(s) that constitute the Site shall comply with the terms and conditions set forth herein. You further represent and warrant that each Property and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.

25.   Your Obligation to Indemnify. You agree to indemnify, defend and hold RegReady, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Program, the Property(ies), and/or Your breach of any term of these Terms and Conditions or any agreement between you and any Indemnified Person.

26.   RegReady Rights. You acknowledge that RegReady owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including RegReady's technologies, including implied licenses, and excluding items licensed by RegReady from third parties and excluding any third party media player that may comprise the Property), and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any RegReady services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto. You will not remove, obscure, or alter RegReady's copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any RegReady services, software, or documentation (including without limitation the display of RegReady’s Brand Features with RegAd, AdBlock, Social Media Buttons or Co-registration Events where applicable). "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

27.   Information Rights. RegReady may retain and use, subject to the terms of the RegReady Privacy Policy (located at http://URL, or such other URL as RegReady may provide from time to time), all information You provide, including but not limited to Property demographics and contact and billing information. You agree that RegReady may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. RegReady may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. RegReady disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. RegReady may share non-personally-identifiable information about You, including Property URLs, Property-specific statistics and similar information collected by RegReady, with other Members, business partners, sponsors, and other third parties. In addition, You grant RegREady the right to access, index and cache the Property(ies), or any portion thereof, including by automated means including Web spiders or crawlers.

28.   Miscellaneous. This Agreement shall be governed by the laws of Maryland, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Montgomery County, Maryland. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the Program after such terms have been updated by RegReady. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to RegReady. Notwithstanding the foregoing, RegReady may assign this Agreement to any affiliate at any time without notice. The relationship between RegReady and You is not one of a legal partnership relationship, but is one of independent contractors.