Last Updated: June 13th, 2024
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​This is a legally binding agreement. Please read these terms and conditions carefully. By downloading, using, or registering for the Platform (as defined below), you represent that you have the full legal authority to enter this Agreement (as defined below) on behalf of any party identified in the Registration (as defined below), and, in that capacity, you acknowledge such party’s agreement to be bound by the terms and conditions of this Agreement. If you do not agree to these terms and conditions, do not download, use, or register for the Platform.
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These Terms of Use (the “Agreement” or these “Terms of Use”) for our website, available at https://redspur.com, and the subdomains thereof (the “Site”), as well as our mobile or web-facing application (the “App”) (collectively, the “Site” and the “App” may be referred to as the “Platform”), are between Redspur, Inc. (“Redspur,” “we,” “us,” and “our”) and you, the user of the Platform (“you” and “your”).

We may modify this Agreement from time to time in our sole discretion. We will provide notice by, at a minimum, updating this posting. You are expected to carefully review this Agreement from time to time so you are aware of any changes. However, if we make material changes to this Agreement, we will notify you either through the email address you have provided us or by means of a prominent notice on the Site or the App before the change becomes effective. Any changes to this Agreement will be in effect as of the “Last Updated” date referenced at the top of this Agreement.

Your continued use of the Site or the App constitutes your binding acceptance to this Agreement, including any changes or modifications that we may make. If any part of this Agreement, or any future changes to this Agreement, are not acceptable to you, you must not use or access the Site or the App.

A. Use and Access
By using or accessing the Platform, you agree to be bound by this Agreement, our policy explaining our data-handling practices, available at our Privacy Policy (the “Privacy Policy”), our policies and practices outlined in the Help Center, available at help.redspur.com (the “Help Center”), and any other terms and conditions incorporated by reference, or otherwise indirectly referenced, in this Agreement.
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​B. Engagement in Services
These Terms of Use apply to Redspur’s services, as made available for consumption by users who have created an account through Registration (as defined below). By and through the Platform, Redspur provides its users with an online, consumer-to-consumer marketplace where each user may purchase, sell, exchange, and otherwise transact certain items, such as merchandise (each, a “Good”), with other users (collectively, the “Services”). For the purpose of this Agreement, a user that sells a Good to another user through the Platform may be referred to as a “Seller,” and a user who purchases a Good from another user through the Platform may be referred to as a “Buyer.”
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​C. Contracts for Sale
In using the Service, or otherwise purchasing, selling, exchanging, or transacting for Goods, users may enter into a contract for the sale and purchase of Goods directly between and among other users, and, as such, Redspur is not a party to such sale or purchase. Redspur does not manufacture the Goods, does not sell the Goods, purchase any Goods itself, or take possession of the Goods, either for itself or on behalf of you or other users. While Redspur may help facilitate transactions, users that sell, offer for sale, purchase, exchange, and otherwise transact through the Site or the App are solely and exclusively responsible for the sale and purchase of the Goods, including any representations or warranties (e.g., product warranties) made with respect to the listing or sale of the Goods.
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​D. Privacy Policy
Please review our Privacy Policy, which explains how we use information, including personal information, that you submit to the Company via Registration, or that the Company receives, collects, transmits, uses, discloses, transfers, or otherwise processes. By using the Site or the App, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

A. Eligibility and Registration
When creating an account through Registration, you may only create and hold one account on the App and the Site for your personal use and access. You must be at least eighteen (18) years old to use or create an account for use of the Site or the App. If you are a minor in the jurisdiction in which you reside, you must have the permission of, and be directly supervised by, your parent or legal guardian to use the App or the Site, and your parent or legal guardian must read and agree to this Agreement prior to your using the App or the Site.

​B. Registration
You may be offered an opportunity to register for use of the Site or App via an account registration process (such process and the information provided during such process, as amended from time to time through your login to your account in the App or the Site in accordance with this Agreement, the “Registration”). You represent that the information indicated in the Registration is true, accurate, and complete, and you agree to update the Registration upon any changes to such information.
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​C. Subsequent Acknowledgements Notwithstanding any additional acknowledgement of this Agreement (including via clicks or other electronic means), each subsequent use of the Site or the App is subject to this Agreement and does not create a new or separate contract; provided, however, when an amended version of this Agreement is presented for acceptance, acceptance of the amended version of this Agreement (including via a click or other electronic means) will amend this Agreement.
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A. App
Subject to the terms and conditions of this Agreement, Redspur grants to you a revocable, limited, non-exclusive, non-transferable, non-sublicensable license, during the Term (as defined below), to use and access the Site or the App solely within the United States (as detailed further in Section 6(f)) for your personal use only as specifically set forth in this Agreement. You acknowledge that we may issue updated versions of the Site or the App and, where the services are presented on the App, that the updated version may be automatically deployed to your device. You consent to such automatic updating on your device and agree to timely update the App in the event there is no automatic update. You further agree that the terms and conditions of this Agreement will apply to all updates to and versions of the App and the Site. We may, in our sole discretion, modify, suspend, or discontinue at any time, with or without notice, the App or the Site, or portions thereof, including but not limited to the Site’s or the App’s features, look and feel, and functional elements and related services.
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​B. Content
Your right to use and access the App or the Site, as prescribed above, may provide you with access to certain content, features, functionality, and services accessible on or through the App, including software and textual, photographic, videographic, audial, or audiovisual materials, and the design, selection, and combination thereof, and all information, products, and services offered by Redspur in connection with the Site or the App (the “Content”). Except in those circumstances where the Content encompasses certain User Contributions (as defined below), the Site, the App, and the Content therein are owned and/or controlled by Redspur and/or its licensors, and the Content is protected by certain patent, copyright, trademark, and other intellectual property rights. Unless authorized by Redspur, you may not modify, copy, distribute, reproduce, display, perform, publish (or republish), upload, post, transmit, translate, sale, offer for sale, create derivative works from, commercialize, or exploit, in any manner or medium, any of the Content on the Site or the App. For information on requesting permission to reproduce, distribute, or display the Content on the App, please contact us in accordance with Section 14(i). All intellectual-property rights in the App, the Site, and the Content therein, which are not expressly licensed in this Agreement, are reserved and retained by Redspur, and under no circumstance shall your (or any users’) use of or access to the Site or the App entitle you (or any user) to other rights to the intellectual-property rights in the App, the Site, and the Content therein, whether by implication or estoppel, or otherwise.
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​C. Infringement
We accommodate and do not interfere with standard technical measures used by copyright owners to protect their materials. Pursuant to 17 U.S.C. § 512, as amended by Title II of the Digital Millennium Copyright Act, we reserve the right to terminate your use of the Site or the App (or the information and content contained therein), if we determine in our sole and absolute discretion that you are involved in infringing activity, regardless of whether such alleged infringement is a first-time or repeat occurrence and/or whether the material or activity is ultimately determined to be infringing.
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A. User Contribution
You may choose to engage in the Services provided by the Site or the App. To participate in the services provided by the Site or the App, such as listing a Good for sale, or selling said Good, you must upload at least a photograph of the Good, which may be accompanied by text, audio, and/or video pertaining to the Good (and any metadata associated therewith). In addition, when using the site or the App, or otherwise participating in the services offered therein, you may view, like, save, search for, or comment on a Good and otherwise communicate with other users on the Site or the App. Each of the foregoing shall user-generated text, audio, video, communications, or inputs (e.g., “like”) may be collectively referred to as your “User Contributions.”

​B. Responsibility
You are solely responsible and liable for your User Contributions. Redspur has no control over, or liability or responsibility for, how other users may use, access, or otherwise choose to engage with your Content. You represent that you have all necessary rights to your User Contributions, and you represent and warrant that your submission or publication of the User Contributions do not (and will not) infringe or violate any third third-party intellectual-property rights, contractual rights, privacy rights, proprietary rights, or other rights.

C. License of User Contributions
Except as otherwise set forth in this Agreement, we do not retain any rights of ownership in and to your User Contributions. Notwithstanding the foregoing, you hereby grant Redspur a non-exclusive, worldwide, royalty-free, irrevocable, transferable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of your User Contributions to provide the Services, and to promote, market, or advertise Redpsur or the Services in general, in any formats and through any channels, including any third-party website or advertising medium.
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A. Formation of Contract Between Buyer and Seller
When Seller offers for sale, and Buyer accepts such offer for sale, a Good, a purchase agreement (contract) is formed between Buyer and Seller; Redspur is not a party to the purchase agreement, nor does Redspur function as an auctioneer, consignee, or carrier. The Seller and the Buyer shall not assign to a third party, provide as security, or otherwise dispose of their rights and obligations arising under such sales contract. While Redspur is not a party to the purchase agreement, Redspur reserves the right to delay any purchase or sale of Goods for the purpose of fraud detection, suspected criminal activity, or other illegal or wrongful activities.
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​B. Redspur’s Participation in Transactions
Redspur, and the payment processors designated on Redspur’s behalf, act as agents for a Seller when the Seller transacts for a sale of Goods with a Buyer. All purchases for Goods are final, and unless otherwise stated, there are no returns, refunds, cancellations, or retractions allowed. Redspur’s obligation to Buyer and Seller is discharged upon processing of the payment on behalf of the Seller, except in those circumstances in which Redspur must facilitate a chargeback, reimbursement, credit, or payment reversal.
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​C. Shipment
Buyers must maintain an accurate and up-to-date “ship to” address, and Sellers must maintain accurate and up-to-date “ship from” address. Buyers and Sellers acknowledge and agree that Redspur is not responsible for, or liable to, Buyers and Sellers for Buyers’ and Sellers’ failure to timely and accurately revise or correct the “ship to” address and the “ship from” address. Seller will be fully responsible for contents of shipment, including the Good(s), and must comply with the terms and conditions herein, including the terms and conditions regarding a Prohibited Good (as detailed in Section 5(l)).

D. Shipping Label Policy
Redspur may provide Seller with a shipping label to send the Good to Buyer; it being understood that Redspur reserves the right to discontinue the provision of shipping labels at any time or for any reason, in which case shipment shall be the sole responsibility of Buyer. If you utilize our shipping options, it is your responsibility to select the correct weight class for the labels and to provide valid tracking information. You are solely and exclusively responsible for any additional fees from the carrier(s) if you select the incorrect weight class or other such actions that result in additional fees. Title transfers from Seller to Buyer upon shipment, and Redspur is not liable for any Good that lost, damaged, late, or arrives not as expected to Buyer; such liability is borne and responsible as between Buyer and Seller. Fees for shipping are payable by the Buyer, which may vary based on location and weight.
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E. Shipment Timing
Seller must have the Good(s) shipped to the Buyer within fourteen (14) days from the date the Buyer purchased the Good(s). For the avoidance of doubt, the Good(s) are “shipped” once the shipping label is scanned and verified by the designated shipping service or carrier. If Seller fails to “ship” the Good(s) within fourteen (14) days from the date the Buyer purchased the Good(s), either Buyer may cancel the order, or, if Buyer has not yet canceled the order, Redspur may (in its sole and absolute discretion) cancel the order. Once the order is cancelled, Seller will be notified not to proceed with shipment, and Buyer will be refunded any funds advanced to effectuate the purchase of the Good(s), if any.

As stated above, Redspur may allow a Buyer to facilitate a return of a Good, albeit in limited circumstances. If the Good is defective, damaged, or otherwise not as advertised or marketed by the Seller, the Buyer may request a return by reporting the issue to Redspur by emailing Redspur at [email protected] within three (3) days of receiving the Good, which shall be calculated by evaluating the tracking information for the shipping label associated with the Good. To the extent Redspur agrees with the basis for the return (which is determined by Redspur in its sole and absolute discretion), Redspur may issue a refund in the original form of payment; alternatively, Redspur may, though it is not required to, issue a credit, which is only eligible for use through the Platform. To effectuate a return, please consult Redspur’s return policy under the section titled “Seller Protection,” the return policy of which is available in the Help Center at help.redspur.com.

​F. Payment
Once Buyer accepts the Good within three (3) days of receiving the Good, or if Buyer otherwise fails to file for a return (or refund) within three (3) days of receiving the Good, the sale of the Good will be considered final, and payment will be released by our payment processor to the Seller. Payment will be directly deposited into the Seller’s bank account through Redspur’s payment processor.

G. Transaction Fees
Redspur charges a 10% fee on the purchase of a Good, as part of Redspur’s provision of the Services to facilitate transactions for the Goods. Moreover, our payment processor charges a payment processing fee of 3.3% + $0.50 per transaction for the Goods. Although Redspur charges a 10% fee on the purchase of a Good, Redspur reserves the right to charge a different percentage, or flat fee, associated on a transaction that Redspur decides (in its sole and absolute discretion) requires a change in fee structure to justify or support Redspur’s provision of its Services. In no way such shall transaction fees for Redspur imply that Redspur is a party to the purchase agreement between Buyer and Seller. All amounts of Redspur’s transaction fees will be quoted in US dollars unless otherwise stated, and all amounts will be provided at the time of purchase of the Goods.

H. Taxes on the Sale of Goods
Goods purchased by Buyers in U.S. localities, along with charges for shipping, may be subject to applicable local and state taxes. Taxes are not included in the listed price for any Good listed by Sellers. Taxes will be listed at the time of purchase for the Goods, and such taxes will be added to the amount total for the purchase of the Goods, as applicable. These taxes will be reported by Redspur and remitted to the appropriate taxing authority on behalf of Seller. Although Redspur reports these taxes to the appropriate taxing authority, you are ultimately responsible for the verification and reporting of any and all applicable taxes to the appropriate tax authorities, including instances where Redspur does not collect taxes on your behalf, and further in those instances where you are required to report taxes to applicable tax authorities based upon your income generated through sale of Goods.

I. Income Taxes

Redspur may request certain information from you to comply with IRS and state reporting requirements, including but not limited to, completing W-9 taxpayer identification forms and submitting 1099-K sales reports. At the beginning of each calendar year, the Seller will receive a 1099-K from Redspur so that the Seller may report income for the Seller’s personal income tax-reporting obligations.

J. Buyer’s and Seller’s Representations and Warranties

Buyer hereby represents and warrants Buyer is solely and exclusively responsible for initiating a transaction for Goods, and Buyer hereby represents and warrants that it has inspected the Goods, including all descriptions and reviews provided by the Seller (or the originator of the Goods), prior to execution of the transaction. Seller hereby represents and warrants that Seller has all rights necessary to offer for sale and sell the Goods, and Seller hereby agrees to describe the Goods in a manner that is truthful, accurate, honest, and complete, as with respect to, e.g., fabric of material of the Good, the state of the Good (e.g., damaged, defective, discolored, improperly laundered, etc.) or the fit profile or size of the Good. To the extent Seller posts or otherwise publishes an image of the Good to solicit a transaction, Seller represents and warrants that such image of the Good will be an original photograph of the Good reflecting the quality and condition of the Good to be purchased and shipped to a prospective Buyer. In addition to the above, Seller agrees to abide by standards for offering Good(s) for sale on and through the Platform, including those policies set forth in the Help Center under the Sections entitled “Snap” and “List,” as available at help.redspur.com. Buyer and Seller hereby acknowledge and agree that Redspur is not responsible for, nor liable to, Buyer or Seller for any misrepresentations, mischaracterizations, or fraudulent statements made in connection with the offer for sale, sale, shipment, and/or transaction of the Goods.

K. Prohibited Transactions for Goods

You agree that the Services may only be used for the bona-fide offer for sale, sale, purchase, and transaction for Goods. A Buyer may not place an order for the purchase of a Good without an intent to purchase, and a Seller may not list a Good without an intention to sell. Redspur prohibits the offering for sale, sale, purchase, or transaction for any Good that is deemed “illegal” in accordance with applicable state or federal law, statute, ordinance, or regulation, including (without limitation) Goods that infringe upon the intellectual-property rights of third parties, such as counterfeit Goods. Without limiting the generality of the foregoing, Redspur hereby prohibits the offering for sale, sale, purchase, or transaction of Goods constituting (or otherwise comprising) weapons, firearms, drugs, controlled substances, explosives, toxic chemicals or materials, and other Goods that Redspur may deem unlawful or prohibited in Redspur’s sole and absolute discretion. Collectively, each of the prohibited Goods shall be referred to as “Forbidden Goods.”

L. Assumption of Risk

By participating in the Services, and by otherwise purchasing or selling any Goods through the Platform, you assume certain risks and liabilities. REDSPUR IS NOT INVOLVED WITH, NOR PROVIDES A WARRANTY (WHETHER EXPRESS OR IMPLIED), SUCH AS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, QUALITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE, AS WITH RESPECT TO THE GOODS. BUYER AND SELLER ASSUME AND BEAR ALL RISKS ASSOCIATED WITH THE SALE AND PURCHASE OF GOODS ON AND THROUGH THE PLATFORM.

A. Devices

To use the App or the Site, you must have a compatible device or web browser, and we do not warrant that the App or the Site will be compatible with all devices or web browsers. You are responsible for selecting, obtaining, and maintaining any equipment, items, and ancillary services needed to access and use the App and the Site. Use of the App and the Site requires Internet access or, in the context of a mobile-facing App, mobile data, which may be subject to additional fees or charges. Because the App and the Site may be accessed via the Internet, the App and the Site are offered “as is,” with all risks inherent in such access. By connecting to the App or the Site, you acknowledge and accept the risks associated with public access to the Internet and public use of an unsecured wireless network. In the context of a mobile-facing App, you will be responsible for all fees and charges incurred with respect to accessing the App from a device.
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B. User ID and Password

You shall maintain, and cause to be maintained, the confidentiality of your account information, including your user ID and password. You may not provide your account information to anyone else or allow anyone else to access the Site or the App using your account information. You may not permit any other individual or entity to use, access, or view the Site or the App via your account. You must keep your password strictly confidential.

C. Updates
Redspur may, from time to time, and in its sole discretion, develop and provide updates to the Site or the App, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (“Updates”). Updates may also modify or delete in their entirety certain features and functionality of the App or the Site, including the Content thereon. You agree that Redspur has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. In the context of a mobile-facing App, you shall promptly download and install all Updates and acknowledge and agree that the App, or portions thereof, may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the App and the Site, and the Updates shall be subject to all terms and conditions of this Agreement.

D. Prohibitions

You shall not directly or indirectly do, nor shall you authorize any person or entity to do, any of the following: (1) use the Platform for any purpose or in any manner not specifically authorized by this Agreement or otherwise in violation of the terms hereof; (2) make any copies or prints, or otherwise reproduce or print, any portion of the Platform, whether in printed or electronic format; (3) distribute, republish, download, display, post, disclose or transmit any portion of the Platform; (4) create or recreate the source code for, or re-engineer, reverse engineer, decompile, deconstruct, or disassemble the Platform or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Platform or any software, documentation, or data related to the Platform; (5) modify, adapt, translate, or create derivative works from or based upon any part of the Platform, or combine or merge any part of the foregoing with or into any other software, document, or work; (6) refer to or otherwise use any part of the Platform as part of any effort to develop a product or service having any functional attributes, visual expressions, or other features or purposes similar to those provided by us, or any product or service that is directly or indirectly competitive with Redspur and its offerings, products, or services; (7) remove, erase, or tamper with any copyright, logo, trademark, or other proprietary or intellectual-property notice printed or stamped on, affixed to, or encoded or recorded in the Platform, or use a proxy, reverse proxy, or any other such mechanism that is intended to, or has the effect of, obscuring any of the foregoing or confusing an individual as to our rights in the foregoing; (8) fail to preserve all copyright and other proprietary notices in any copy of any portion of the Platform made by you or on your behalf; (9) sell, market, license, sublicense, distribute, rent, loan, or otherwise grant to any third party any right to possess or utilize any portion of the Platform without our express prior written consent (which may be withheld by us for any reason or conditioned upon execution by such party of a confidentiality and non-use agreement and/or other such other covenants and warranties as we, in our sole discretion, deem desirable); (10) use the Platform to gain or attempt to gain access to any software applications, computer systems, or data not expressly authorized under this Agreement; (11) use the Platform to store, receive, or distribute any information in violation of any applicable law, regulation, ordinance, or guideline, or otherwise use the Platform in violation of any applicable law, regulation, ordinance, or guideline; (12) diminish or infringe any intellectual property rights in and to the Platform or impair or interfere with any copyright protection mechanisms, copyright management information systems, or digital identification devices employed in association with the foregoing; (13) cause the Platform to defame or infringe the rights of any other person, including intellectual property rights (for example, any patent, trademark, trade secret, copyright, or other proprietary rights) or rights of publicity or privacy; (14) promote, condone, or incite violence, dangerous acts, or discrimination against individuals or groups based on race, ethnic origin, religion, disability, gender, age, nationality, veteran status, political affiliation, or sexual orientation/gender identity or any other protected characteristic; threaten, harass, or bully any person; or collect, store, receive, process, use, disclose, manipulate, track, or distribute any content or data that does any of the foregoing or is pornographic or obscene; (15) impersonate any person or entity or generate fraudulent impressions of or fraudulent clicks on ad(s) through any automated, deceptive, fraudulent, or other invalid means, including but not limited to through repeated manual clicks, the use of robots, agents, or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (16) act in a manner that is illegal, discriminatory, derogatory, hateful, abusive, racist, fraudulent, defamatory, libelous, obscene, unlawful, harassing, violent, or threatening; (17) collect, store, receive, process, use, disclose, manipulate, track or distribute any computer viruses, worms, trojan horses, back door, trap door, time bombs, malware, or other malicious code; (18) use any device, software, methodology, or routine to interfere with or disrupt the Platform or the servers or networks connected to the Platform by trespass or burdening network capacity; (19) harvest, access, or collect information about other users of the Platform or individuals associated with Redspur; (20) restrict or inhibit any other person from using the Platform, including without limitation by means of “hacking” or defacing any portion thereof; (21) “frame,” “mirror,” or “in-line link” any portion of the Platform, such as the Content; (22) use any robot, spider, other automatic device, or manual process, to “screen scrape,” monitor, “mine,” or copy any portion of the Platform; (23) process data on behalf of any third party; (24) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform; or (25) attempt to do or assist any party in attempting to do any of the foregoing. Although Redspur has no obligation to monitor use of the Platform, we may do so and may prohibit any use that we believe may be (or is alleged to be) in violation of applicable laws or regulations or this Agreement.

E. Compliance

You agree that you will use the App and the Site only in a manner that complies with all applicable laws and regulations.

F. Permitted Location

You further agree to access the App and the Site only from within the United States; to the extent you use or access the App or the Site from outside the United States, Redspur makes no representation or warranty that the App or the Site, and the Content therein, is reliably or consistently available outside of the United States, and you are solely and exclusively responsible for compliance with all local laws. The Platform may not be exported or re-exported outside of the United States or to those persons or entities prohibited from receiving exports from the United States. You represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

A. Term

This Agreement is effective upon your acceptance of it in the course of the Registration, or in the course of your use of, and access to, the Platform (whichever is earlier), and it shall continue in effect until terminated pursuant to this Agreement (the “Term”).

B. Termination

If you breach this Agreement or the terms outlined in the Help Center, if we are required to do so by applicable law, or if we reasonably believe, in our sole and absolute discretion, that there has been conduct via your account, or otherwise by your use of and access to the Platform, that creates, or could create, liability or harm to any user, third party, or us, we may terminate this Agreement at any time with or without notice to you by disabling access to the Platform or closing your account. You may terminate this Agreement at any time by closing your account, uninstalling the mobile application component of the App, and ceasing use of the App and the Site (and our services provided therein).

C. Effect of Termination

Upon termination of this Agreement for any reason or no reason, your access rights and all licenses granted to you will terminate, and you must immediately cease all use of the App and the Site.

A. Platform

You acknowledge and agree that the Platform is provided under a license, and not sold, to you; you do not acquire any ownership rights or interest in or to the Platform through this Agreement or by use of or access to the Platform. Redspur and/or its licensors have and retain exclusive, valid, and non-contestable ownership of the Platform and all intellectual property and proprietary rights therein. Any third-party code that may be incorporated in the Platform is covered by the applicable open-source or third-party license, if any, authorizing use of such code.

B. Ideas

Please note that Redspur generally does not accept unsolicited materials, content, services, or ideas for use or publication in connection with the Platform. However, to the extent you suggest improvements and/or communicate to Redspur ideas, feedback, inventions, discoveries, or concepts (“Ideas”), you agree that any such Idea shall be and remain solely the property of Redspur and/or its licensors and may be used and sold, licensed, or otherwise provided by Redspur and/or its licensors to third parties, or published or otherwise publicly disclosed, in Redspur’s and/or its licensors’ sole discretion without notice, attribution, payment of royalties, or liability to you. You hereby unconditionally and irrevocably assign to Redspur any and all of your right, title, and interest in and to any such Ideas, and all intellectual-property rights therein.

C. Apple

If you have downloaded the App from the Apple, Inc. (“Apple”) App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This Agreement is between you and Redspur only, not with Apple. We, not Apple, are responsible for the App and the content of it. The license granted to you in this Agreement is for use on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the App may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing. If you need any support with respect to the App, please contact us. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including: (1) product liability claims; (2) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the App and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third-party terms, when using the App. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of this Agreement.

D. Google

If you have downloaded the App from the Google Play Store, you (1) you acknowledge that this Agreement is solely between you and Redspur only, and not with Google, Inc. (“Google”); (ii) your use of the App must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the App; (iv) Redspur, and not Google, is solely responsible for its App; (v) Google has no obligation or liability to you with respect to the App or this Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to the App.

A. Privacy Policy

The Platform maintains certain personally identifiable information about you. Redspur will use and disclose your personally identifiable information as described in this Agreement or as set forth in Redspur’s Privacy Policy, as required by law or court order, and as necessary to provide the Platform and our services or to enforce our rights.

B.
In order for Redspur to provide the Platform, you grant to Redspur, during and after the Term, a non-exclusive, transferable, sublicensable, irrevocable, worldwide, perpetual, royalty-free right and license to use, copy, encode, store, archive, translate, render into an audible and/or visual format, distribute, display, perform, transmit, and create derivative works from any information, content, materials, or other data entered during Registration or otherwise into the App (“Data”) to the extent necessary for Redspur to: (1) provide the Platform, and the Content therein, and our services, (2) perform our obligations under this Agreement, (3) compile analyses and statistical information from Data regarding usage or performance of the Platform and user engagement, (4) provide, monitor, correct, enhance, and improve the Platform and perform services related thereto, (5) develop new products or services, and (6) accomplish other internal business purpose or as described in Redspur’s Privacy Policy. Redspur reserves the right to maintain, delete, or destroy all Data and materials posted or uploaded to the Site or the App pursuant to its internal record retention and/or destruction policies.

C.

You also grant to Redspur a non-exclusive, transferable, sublicensable, irrevocable, perpetual, worldwide, royalty-free right and license to de-identify or aggregate Data such that there is no reasonable basis to believe that the information can be used, alone or in combination with other reasonably available information, to identify any individual or to identify you as the source of such data (“Deidentified Data”). You acknowledge and agree that Redspur has and retains exclusive and valid ownership of all Deidentified Data. Redspur shall also have the right to collect and analyze data and other information relating to the provision, use, and performance of the Platform and related systems and technologies (“Usage Data”), and you acknowledge and agree that Redspur has and retains exclusive and valid ownership of all Usage Data. Redspur will be free (during and after the Term) to use such Deidentified Data and Usage Data for any purpose, including to (1) improve and enhance the Platform and for other development, diagnostic, and corrective purposes in connection with the Platform and other service offerings, (2) disclose such data in connection with our business, and (3) otherwise use and disclose such data as set forth in Redspur’s Privacy Policy.

D.

You represent and warrant that you own or have the legal right and authority, and will continue to own or maintain the legal right and authority, to grant to Redspur the licenses set forth herein. You are responsible for all of your Data and your User Contributions, and you represent and warrant that your Data and User Contributions will not violate the terms of this Agreement, including the restrictions set forth in Sections 3-6. If any of your Data or User Contributions violate this Agreement, or is inappropriate in our judgment, we reserve the right, in our sole discretion and without notice to you, (1) to change, delete or remove, in part or in full, any of your Data or User Contributions, (2) to terminate or suspend access to the Platform, and/or (3) to terminate or suspend your account, in each case, with or without notice. Redspur will cooperate with local, state, and/or federal authorities to the extent required by applicable law in connection with your Data and User Contributions. You shall indemnify, defend, and hold harmless Redspur, its affiliates, and their respective directors, officers, employees, and agents from and against any Loss (as defined below) arising from or related to a claim of a third party with respect to a breach of the foregoing representations and warranties.

A. No Reliance

The information presented on or through the Platform, including the Content therein, is made available solely for general information purposes. We use reasonable efforts to update the information on the Platform, and the Contents are subject to change without notice. However, we do not make any commitment to update the Platform or the Content. THE Platform, and the Content therein, may include technical, typographical, or photographic errors.

B. Disclaimer

THE PLATFORM, THE CONTENT THEREIN, AND ALL SERVICES PROVIDED OR TO BE PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS, AND YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PLATFORM. REDSPUR, FOR ITSELF AND ITS LICENSORS, DISCLAIMS, ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE PLATFORM, THE CONTENT THEREIN, OR ANY PART OF IT AND ANY SERVICES PROVIDED BY REDSPUR, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, QUALITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT REDSPUR KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR OTHERWISE IS IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE. REDSPUR EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN YOU. REDSPUR DOES NOT WARRANT THAT THE PLATFORM, THE CONTENT THEREIN, OR ANY SERVICES WILL BE UNINTERRUPTED, ACCURATE, OMISSION FREE, OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THIS PLATFORM, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE FOREGOING DOES NOT AFFECT ANY WARRANTY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

C.

Due to the continual development of new techniques for intruding upon and attacking networks, Redspur does not warrant that the Platform, or any equipment, system, or network on which it is used or accessed, will be free of vulnerability to intrusion or attack that results in your inability to use the Platform or services or the unauthorized access or disclosure or compromise of your information.

D.

Redspur cannot and does not guarantee or warrant that the Platform will be free of viruses or other destructive code, or free of vulnerability of intrusion to attack. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Platform for any reconstruction of any lost data.

E.

We may, in our sole discretion, modify, suspend, or discontinue at any time, with or without notice, the Platform or portions thereof, including but not limited to the Platform’s features, look and feel, and functional elements and related services.

F.

Although the Platform may include links providing direct access to third-party Internet sites as a convenience, the inclusion of a link is not, nor does it imply, an endorsement of, or an affiliation or association with, the linked site by Redspur. Redspur takes no responsibility for the availability or accuracy of content or information contained on those other sites, and does not exert any editorial or other control over those other sites. Redspur does not take responsibility for the privacy policies and practices of these third-party links.

G.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the disclaimers above may not apply to you. To the extent applicable law does not permit such disclaimer, the scope and duration of such warranty shall be the minimum permitted under such applicable law.

A.
You may link to the Site’s homepage or to your user-specific closet accessible on the Platform, provided you do so in a way that is fair and legal; but, you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part beyond the mere provision of Services, without our express written consent.

B.

The Platform may provide certain social-media features that enable you to: (a) link from your own or certain third-party websites to certain content on this Platform; or (b) cause limited portions of content on this Platform to be displayed or appear to be displayed on your own or certain third-party websites. So as to encourage users to share Content from the Platform, Redspur hereby authorizes and permits you to use these social-media features as they are provided by us and with respect to the Content with which they are displayed.

C.

You hereby authorize and permit Redspur to copy, reproduce, distribute, display, publish, or otherwise use your social-media handle (e.g., Instagram, Facebook, X, Pinterest, etc.) in association with Content derived or based on your User Contributions for identification and for publicity related to the Services and for advertising, marketing, and promotional purposes of the Platform and the Services.

D.

We may disable all or any social media features and any links at any time without notice in our discretion.

A.

NEITHER REDSPUR NOR ITS LICENSORS SHALL BE LIABLE TO YOU (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM YOUR RIGHTS) UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (I) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (II) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (III) LOSS OF GOODWILL OR REPUTATION; (IV) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (V) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER REDSPUR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

​B.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, RANSOMWARE, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM, SUCH AS THE GOODS, OR TO YOUR DOWNLOADING OF ANY CONTENT POSTED ON IT, OR ON ANY SITE LINKED TO IT.

C.

IN NO EVENT SHALL REDSPUR’S OR ITS LICENSORS’ AGGREGATE LIABILITY TO YOU (INCLUDING LIABILITY TO ANY PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY OR THROUGH YOU), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE APP AND SERVICES), IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED $50. THE PROVISIONS OF THIS PARAGRAPH ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.

D.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, so some of the limitations and disclaimers above may not apply to you. To the extent applicable law does not permit such disclaimer of warranty or limitation of liability, the scope and duration of such warranty and the extent of such liability shall be the minimum permitted under such applicable law.

E.

You agree to indemnify, defend, and hold harmless to Redspur, its licensors, its affiliates, and Redspurs’, its licensors’, and its affiliates’ respective officers, directors, employees, and agents from and against any Loss arising from or related to any breach or violation of the terms of this Agreement by you or your agents. This obligation will survive your use of the Platform and termination of this Agreement. For purposes of this Agreement, “Loss” means all losses, liabilities, damages, awards, settlements, claims, suits, proceedings, costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, expert witness fees, settlement, judgment, interest, and penalties).

F.

YOU ACKNOWLEDGE THAT THE DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION PROVISIONS IN THIS AGREEMENT ARE A MATERIAL INDUCEMENT AND CONSIDERATION FOR THE GRANT OF THE LICENSE CONTAINED IN THIS AGREEMENT AND FOR PROVIDING YOU WITH USE OF AND ACCESS TO THE PLATFORM AND THE CONTENT THEREIN.

Redspur respects the intellectual-property rights of others, and we expect our users to do the same. If you believe any materials accessible on or from the Platform infringe your copyright, you may request removal of those materials (or access to them) from the Platform by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: (a) your physical or electronic signature; (b) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works, a representative list of such works; (c) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (d) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (e) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (f) a statement that the information in the written notice is accurate; and (g) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Our designated copyright agent to receive DMCA Notices is: Redspur, Inc., Attn: Policy Department, 4935 Main Street, Suite 7-143, Springhill TN 37174, United States, [email protected]. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Redspur has a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers.

A.

This Agreement will be binding upon and inure to the benefit of the parties and their successors and assigns. Redspur may freely transfer, assign, or delegate all or any part of this Agreement and any rights or duties hereunder. You may not assign this Agreement or any of the rights or licenses granted under this Agreement. Any attempted sublicense, transfer, or assignment in violation of this Agreement is void.

B.

Except as otherwise expressly provided herein, this Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. No prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise, between the parties with reference thereto will be of any force or effect.

C.

In the event of any inconsistency of conflict between the terms and conditions of this Agreement and any other terms, conditions, guidelines, or practices incorporated by reference into this Agreement, such as the Help Center, the inconsistency or conflict shall be resolved by giving precedence to the Agreement.

D.

The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect the right of such party to require performance of that provision. Any waiver by either party of any breach of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

E.

If any provision of this Agreement is ruled wholly or partly invalid or unenforceable by a court or other body of competent jurisdiction, then (1) the validity and enforceability of all provisions of this Agreement not ruled to be invalid or unenforceable will be unaffected;

(2)

the effect of the ruling will be limited to the jurisdiction of the court or other body making the ruling;

(3)

the provision held wholly or partly invalid or unenforceable shall be deemed amended, and the court or other body is authorized to reform the provision, to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein; and (4) if the ruling or the controlling principle of law or equity leading to the ruling subsequently is overruled, modified, or amended by legislative, judicial, or administrative action, then the provision in question as originally set forth in this Agreement shall be deemed valid and enforceable to the maximum extent permitted by the new controlling principle of law or equity.

F.

This Agreement shall be construed and enforced in accordance with the laws of the state of Tennessee (other than its conflicts of law provisions), and the venue for any dispute shall be exclusively in the federal or state courts having jurisdiction over Springhill, Tennessee. We reserve the right to seek all remedies available at law and in equity for violations of the Agreement, including, without limitation, the right to block access to the Platform from a particular account, device, and/or IP address.

G.

Any cause of action or claim you may have with respect to the Platform must be commenced within one (1) year after it arises, except to the extent such limitation is not enforceable. To the fullest extent permitted by law, each party to this Agreement waives its or his or her right to a jury trial with respect to any dispute or other controversy arising from hereunder or your use of or access to the Platform.

H.

Redspur shall not be liable for any failure to perform its obligations under this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control of it and not due to its own fault or negligence or that of its contractors or representatives or other persons acting on its behalf, and which cannot be overcome by the exercise of due diligence and which could not have been prevented through commercially reasonable measures, including acts of God, acts of terrorists or criminals, acts of domestic or foreign governments, changes in any law or regulation, fires, floods, explosions, epidemics, pandemics, disruptions in communications, power, or other utilities, strikes or other labor problems, riots, or unavailability of supplies.

I.

Except as otherwise expressly provided herein, no modification or amendment to this Agreement will be valid or binding unless in writing and duly executed by the party or parties to be bound thereby including by clicking a button when presented to accept such amendment.

J.

You may contact us at

Redspur, Inc.,

Attn: Policy Department

4935 Main Street,

Suite 7-143,

Springhill TN 37174,

United States

or [email protected] for any complaints or claims with respect to the Platform.