Effective Date: January 1, 2008
This following Web site Terms and Conditions Terms of use (the "Terms of use (TOU)") governs your use of BracketMatchUp.com (the "Service") operated by RED5 Enterprises LLC ("we", "our", or "us"). Your use of the Service constitutes your acceptance of the Terms of use. Your acceptance of the Terms of use provides you with a limited and temporary license and permission to use the software and other resources of the Service, which license and permission we may revoke at any time, as described below. Please print a copy of this document for your records. To retain an electronic copy of this Terms of use, you may save it into any word processing program.

No Internet Connection Equipment Provided. RED5 ENTERPRISES LLC shall not be obligated to, and you acknowledge that RED5 ENTERPRISES LLC will not, provide any bandwidth, modem, computer, or any other equipment, system or connectivity for you to connect to the Internet. You shall be solely responsible for all modems, computers, operating systems connection devices and bandwidth necessary for connecting to the Internet through which you can access the Bracket MatchUp content.
Revision around Bracket MatchUp. RED5 ENTERPRISES LLC may modify, suspend or discontinue any aspect of Bracket MatchUp at any time, including, without limitation, the availability of any Content. RED5 ENTERPRISES LLC may also impose limits on certain features and services or restrict your access to parts or all of Bracket MatchUp without notice or liability of any kind.
No Resale of Bracket MatchUp. You agree that this service is personal to you and that you may not resell, lease, license, assign, redistribute or otherwise transfer any portion of Bracket MatchUp, including, without limitation, the Content.
No Accuracy of Bracket MatchUp Content. Bracket MatchUp Content contains information, advice, text and materials that are provided for your convenience and enjoyment. Third parties provide some of the Content. You should be aware that Bracket MatchUp Content might contain errors, omissions, inaccuracies, outdated information, and inadequacies and that Bracket MatchUp Content may be subject to terms and conditions which may be found in the documents and policies of third parties. We make no representations or warranties as to the completeness, accuracy, adequacy, currency or reliability of any Bracket MatchUp Content and will not be liable for any lack of the foregoing.
Entertainment Purposes Only. Bracket MatchUp is for entertainment purposes only and may not be used in connection with any form of gambling or wagering.
Collection of Personal Information. All personally identifiable information disclosed by Registered Users in connection with Bracket MatchUp is subject to Bracket MatchUp Privacy Policies.
Statistics Corrections. Following the completion of each round's games, all statistics and point totals are verified, and corrections are made where necessary. However, all statistics and point totals for the previous rounds are considered FINAL as of the start of the ensuing round.
Suspension and/or Termination of Your Bracket MatchUp Account. Red5 Enterprises LLC expressly reserves the right to immediately modify, suspend or terminate your Bracket MatchUp account without notice and refuse current or future use of Bracket MatchUp, if Red5 Enterprises LLC, in its sole and exclusive discretion believes that you have acted inconsistently with the spirit or letter of these terms or game rules.
Suspension and/or Termination of Bracket MatchUp. Bracket MatchUp and its related services are offered at the discretion of Red5 Enterprises and has the right to modify or discontinue, temporarily or permanently, Bracket MatchUp, in whole or in part for any reason, with or without notice to you. You agree that Red5 Enterprises LLC will not be liable to you or to any third party for any modifications or discontinuance of Bracket MatchUp.
Modification of This Terms of use
We reserve the right to amend this Terms of use at any time. You are bound by any such revisions and should therefore periodically visit this page to review the then-current Terms of use to which you are bound. Your use of the Service after our posting of amendments to this Terms of use will constitute your acceptance of this Terms of use, as modified. If, at any time, you do not wish to accept this Terms of use, you may not use the Service.

Links
This Service may contain links to other services ("Linked Services"). The Linked Services are not under our control and we are not responsible for the contents of the Linked Services, including, without limitation, links contained on Linked Services, or any changes or updates to Linked Services. This Service provides links only as a convenience, and the inclusion of any links to a Linked Service is not an endorsement by us of any company offering Internet services, products or services on the Linked Services.

Obligations
You are required to comply with all applicable laws and regulations in connection with your use of the Service, and such further limitations as may be set forth in any written or on-screen notice from us. By using the Service, you represent and warrant that you will not use the Service for any purpose that is either unlawful or prohibited by this Terms of use.

Prohibited Uses Generally
You agree not to:
(a)use any incomplete, false or inaccurate biographical information or other information for purposes of registering as a user of the Service, or for purposes of registering for any promotions offered through the Service;
(b)delete or revise any material or other information of any other user of the Service;
(c)harvest, collect, or send information about others, including e-mail addresses, without their consent;
(d)take any action that imposes an unreasonable or disproportionately large load on the Service's infrastructure;
(e)use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any activity being conducted on this site;
(f)use or attempt to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Service to harvest or otherwise collect information from the Service to be used for any commercial purpose;
(g)allow any other person or entity to use your username or password for posting or viewing comments or sending or receiving materials; or
(h)attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Service.
You further agree not to violate or attempt to violate the security of the Service, including, without limitation:
(a)accessing data not intended for you or logging into a server or account that you are not authorized to access;
(b)attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
(c)attempting to interfere with service to any user, host or network, including, without limitation, by way of submitting a virus to, or overloading, "flooding", "spamming", "mailbombing" or "crashing", the Service;
(d)sending unsolicited e-mail, including promotions and/or advertising of products or services; or
(e)forging any TCP/IP packet header or any part of the header information in any e-mail or posting. Violations of system or network security may result in civil or criminal liability.
We may investigate occurrences that may involve violations of the security of the Service or of the law and we may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
We reserve the right (but do not have the obligation) to review postings on the Service, to remove any of Your Content (as defined below) at any time, and to terminate your ability to post Your Content to the Service at any time, without notice, in our sole discretion.
We reserve the right to (1) disclose any information about you or your use of our Web site and the Service in connection with any investigations by us or law enforcement authorities as may be appropriate or necessary to satisfy any applicable law, regulation, legal process or governmental request, and (2) edit, refuse to post or to remove any of Your Content, in whole or in part.

Conduct
You are responsible for, and assume all liability associated with, any material you make available or transmit through the Service, whether through chat rooms, messages boards or other forums, including liability for claims of infringement, libel and slander.

Registration, Username, Password, Security.
(a)Registration. Registration may be required for the use of certain portions of the Service. Your registration shall not impose any duty on us to provide any particular service to you. If the terms of any of our registration terms of uses conflict with the terms of this Terms of use, the registration terms of use shall control.
(b)Your User Identity. Your username and password will be your identity for purposes of interacting with the Service and other users through the Service.
(c)Username, Passwords, and Password Access. You shall keep confidential, shall not disseminate, and shall use solely in accordance with this Terms of use, your username, and password for the Service. You shall immediately notify us if you learn of or suspect: (i) any loss or theft of your username or password, or (ii) any unauthorized use of your username or password or of the Service. In the event of such loss, theft, or unauthorized use, we may impose on you, at our sole discretion, additional security obligations.
(d)Security Breaches and Revision. If any unauthorized person obtains access to the Service as a result of any act or omission by you, you shall use your best efforts to ascertain the source and manner of acquisition and shall fully and promptly brief us. You shall otherwise cooperate and assist in any investigation relating to any such unauthorized access.

License and Proprietary Rights.
Bracket MatchUp License. During the Term, RED5 ENTERPRISES LLC hereby grants to you, and you hereby accept, a personal, non-transferable, non-commercial, non-exclusive, limited, revocable license, to view and use Bracket MatchUp, including Bracket MatchUp Content (where applicable, in executable, object code form only). Nothing herein shall be interpreted to mean, and RED5 ENTERPRISES LLC does not grant you any right or license in any RED5 ENTERPRISES LLC materials or other proprietary images, trademarks, artwork, copy, information, data, knowledge, computer software or any other material or information of any kind.
No Sublicense. Nothing herein shall be interpreted to mean, and RED5 ENTERPRISES LLC does not grant you, any right or license to enter into sublicenses or redistribution terms of uses with respect to any portion of Bracket MatchUp, including, without limitation, Bracket MatchUp Content.
Copyright Notices. Bracket MatchUp, including without limitation, Bracket MatchUp Content, are protected by copyright pursuant to U.S. copyright laws, international conventions and other copyright laws, and are owned or controlled by RED5 ENTERPRISES LLC. You will abide by any and all additional copyright notices, information, or restrictions contained in the Bracket MatchUp, including, without limitation, Bracket MatchUp Content or as RED5 ENTERPRISES LLC otherwise may impose from time to time.
No Derivative Works. You represent, warrant and covenant that you shall not reverse engineer, decompile, translate, modify, or develop derivative works based on, Bracket MatchUp, including, without limitation, Bracket MatchUp Content.
No Contest of Rights. You acknowledge and agree that both during and after the Term, you shall not directly or indirectly contest or aid in contesting the validity or ownership of Bracket MatchUp, including without limitation, Bracket MatchUp Content or take any action whatsoever in derogation of RED5 ENTERPRISES LLC's rights therein or in breach of any terms and conditions contained in this terms of use.
Reservation of Rights. Any and all rights to use Bracket MatchUp, including, without limitation, any Bracket MatchUp Content not expressly granted to you under this terms of use are hereby reserved for RED5 ENTERPRISES LLC. Nothing contained in this terms of use shall affect, impair, or limit in any way RED5 ENTERPRISES LLC’s rights to exploit fully Bracket MatchUp, including, without limitation, any Bracket MatchUp Content.
Proprietary Rights. You acknowledge and agree that RED5 ENTERPRISES LLC owns and shall retain all rights, title and interest in and to Bracket MatchUp, including, without limitation, Bracket MatchUp Content, including, without limitation, all copies thereof and all rights to patents, copyrights, trademarks, service marks, trade secrets and other intellectual property rights inherent therein and appurtenant thereto.
No License to RED5 ENTERPRISES LLC Trademarks. Nothing herein shall be interpreted to mean, and RED5 ENTERPRISES LLC does not grant you any right or license in any RED5 ENTERPRISES LLC trademark, tradename, service mark, insignia, slogan, name, emblem, logo, symbol, design and/or other identifying characteristics owned by or associated with RED5 ENTERPRISES LLC, subsidiaries or affiliates, in any manner whatsoever.

Representations and Warranties.
You represent, warrant and covenant that You will not upload, post, transmit, distribute or otherwise publish through Bracket MatchUp any materials which: (a) Restrict or inhibit any other user from using and enjoying Bracket MatchUp; (b) Are unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane, or indecent; (c) Constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate the law; (d) Violate, plagiarize or infringe the rights of any third party including, without limitation, copyright, trademark, patent, rights of privacy or publicity, or any other right of any third party; (e) Contain a virus or other harmful or potentially harmful component; (f) Contain any unsolicited or unauthorized advertising, promotional materials, spam, or any other kind of solicitation; and/or (g) Constitute or contain false or misleading indications of origin or statements of fact. You represent, warrant and covenant that you will comply with the terms of use in connection with your use of Bracket MatchUp.

Disclaimer of Warranties.

Bracket MatchUp, INCLUDING, WITHOUT LIMITATION, ALL Bracket MatchUp CONTENT, SOFTWARE, DOCUMENTS, FUNCTIONS, MATERIALS, GRAPHICS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH the Bracket MatchUp SERVICE, ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, RED5 ENTERPRISES LLC AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER ABOUT: (A) Bracket MatchUp; (B) BRACKET MATCHUP CONTENT MADE AVAILABLE TO YOU THROUGH Bracket MatchUp; (C) THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH Bracket MatchUp; (D) THE ABILITY OF Bracket MatchUp TO WORK WITH ANY PARTICULAR CLIENT APPLICATION; AND/OR (E) ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH Bracket MatchUp. RED5 ENTERPRISES LLC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN Bracket MatchUp OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT Bracket MatchUp OR THE SERVERS THAT MAKE Bracket MatchUp AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

RED5 ENTERPRISES LLC DOES NOT WARRANT THAT YOUR ACTIVITIES OR USE OF Bracket MatchUp IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF Bracket MatchUp, INCLUDING, WITHOUT LIMITATION, BRACKET MATCHUP CONTENT, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE Bracket MatchUp, INCLUDING, WITHOUT LIMITATION, BRACKET MATCHUP CONTENT. FURTHER, RED5 ENTERPRISES LLC AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. RED5 ENTERPRISES LLC AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE FOR THE USE OF Bracket MatchUp INCLUDING, WITHOUT LIMITATION, BRACKET MATCHUP CONTENT AND ANY ERRORS CONTAINED THEREIN. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO THIS TOU.

Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL RED5 ENTERPRISES LLC AND ITS SUBSIDIARIES AND AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, OR THE PERFORMANCE OF, Bracket MatchUp, EVEN IF FORESEEABLE OR RED5 ENTERPRISES LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL RED5 ENTERPRISES LLC'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED $1.

Imdemnity.

You agree to defend, indemnify and hold harmless RED5 ENTERPRISES LLC and its subsidiaries and affiliates with respect to any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs and expenses, including attorneys' fees arising out of or in connection with this TOU, including, without limitation, your use of Bracket MatchUp, including, without limitation, Bracket MatchUp Content. Notwithstanding the foregoing, RED5 ENTERPRISES LLC retains the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of actions which are brought against RED5 ENTERPRISES LLC herein under the terms and provisions of this Section and in no event shall you settle any such claim without RED5 ENTERPRISES LLC's prior written approval.

Binding Arbitration.

The parties waive all rights to trial in any action or proceeding instituted in connection with this TOU and/or Bracket MatchUp. Any controversy or claim arising out of or relating to this TOU and/or Bracket MatchUp shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the State of New York, in the County of Nassau.

Governing Law and Jurisdiction.

THIS TOU AND THE INTERPRETATION OF ITS TERMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES. For any matters subject to this TOU the parties irrevocably submit and consent to the exclusive jurisdiction and venue of the New York state and federal courts located in Nassau County, and State of New York. The parties agree not to raise the defense of forum non conveniens.

Report Violations.

If you witness any user activity in Bracket MatchUp that violates this TOU, please notify us of the activity via email at customerservice@bracketmatchup.commail, but we appreciate your help in making Bracket MatchUp an enjoyable experience for everyone.

Notices
At our option, we may give notices to users of the Service by posting a message on the Service, by electronic or conventional mail or by any other means by which users obtain actual knowledge thereof. Any notices you give to us must be by electronic mail. Any notices you send to us by electronic mail must be sent to customerservice@bracketmatchup.com. Any notice by you to us will not change the terms of this Terms of use unless the change is expressly accepted in writing by one of our authorized officers.
No Professional Advice
Any information supplied by any of our employees or agents , whether by telephone, e-mail, letter, facsimile or other form of communication, is intended solely as general guidance on the use of the Service, and does not constitute legal, tax, accounting or other professional advice. Individual situations and state laws vary and users are encouraged to obtain appropriate advice from qualified professionals in the applicable jurisdictions. We make no representations or warranties concerning any course of action taken by any person following or otherwise using the information offered or provided within or through the Service, and we will not be liable for any direct, indirect, consequential, special, exemplary or other damages that may result, including but not limited to economic loss, injury, illness or death.
United States Jurisdiction
The Service is operated in the United States of America. We do not represent that content or materials presented on the Service are appropriate or available for use in other locations. If you access the Service from a jurisdiction other than the United States, you agree that you do so on your own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable to your use of the Service.
Severability and Integration
Unless otherwise specified herein, this Terms of use constitutes the entire terms of use between you and us and governs your use of the Service, superceding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us. If any portion of this Terms of use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect. This terms of use may be modified only by our posting on the Service changes to this Terms of use, or by a subsequent writing signed by us.