Terms of Service
TERMS OF SERVICE
Last updated May 28, 2024
This ReadyRedact Online Subscription Agreement is between the entity you represent, or, if you do not designate an entity in connection with a Subscription purchase or renewal, you individually (“you” or “your”), and The Redaction Company (“Redaction Company”, “we”, “us”, or “our”). It consists of the terms and conditions below, as well as the Online Services Terms, the SLAs, and the Offer Details for your Subscription or renewal (together, the “agreement”). It is effective on the date we provide you with confirmation of your Subscription or the date on which your Subscription is renewed, as applicable. Key terms are defined in Section 10.
1. USE OF ONLINE SERVICES
c. End Users. You control access by End Users, and you are responsible for their use of the Product/Service in accordance with this agreement.
d. Customer Data. You are solely responsible for the content of all Customer Data. You will secure and maintain all rights in Customer Data necessary for us to provide the Online Services to you without violating the rights of any third party or otherwise obligating Redaction Company to you or to any third party. Redaction Company does not and will not assume any obligations with respect to Customer Data or to your use of the Product other than as expressly set forth in this agreement or as required by applicable law.
e. Responsibility for your accounts. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Online Services. You must promptly notify our customer support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Online Services.
however, then you grant us a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable, and transferable license to make, use, sell, have made, offer to sell, import, export, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.
2. PURCHASING SERVICES
a. Available Subscription offers. The website portal provides Offer Details for available Subscription offers. For enterprise customers, offers may be made directly in the form of an official quote, proposal, or request for pricing response.
b. Ordering.
i. By ordering or renewing a Subscription, you agree to the Offer Details for that Subscription. Unless otherwise specified in those Offer Details, Online Services are offered on an “as available” basis. You may place orders for your Affiliates under this agreement and grant your Affiliates administrative rights to manage the Subscription, but Affiliates may not place orders under this agreement. You also may assign the rights granted under Section 1.a. to a third party for use by that third party in your internal business. If you grant any rights to Affiliates or third parties with respect to Software or your Subscription, such Affiliates or third parties will be bound by this agreement and you agree to be jointly and severally liable for any actions of such Affiliates or third parties related to their use of the Products.
ii. Some offers may permit you to modify the quantity of Online Services ordered during the Term of a Subscription. Additional quantities of Online Services added to a Subscription will expire at the end of that Subscription. If you decrease the quantity during a Term, we may charge you a cancellation fee for the decrease in quantity as described below in Section 3.b.
c. Pricing and payment. Payments are due and must be made according to the Offer Details for your Subscription.
i. Credit Card Information. You authorize us to store your payment method and use it in connection with your use of the Services and Software as described in your Subscription and Cancellation Terms. To avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information. You authorize us to continue billing your account with the updated information that we obtain.
d. Renewal. Upon renewal of your Subscription, this agreement will terminate, and your Subscription will thereafter be governed, by the terms and conditions set forth in the Portal on the date on which your Subscription is renewed (the “Renewal Terms”). If you do not agree to any Renewal Terms, you may decline to renew your Subscription.
e. Eligibility for Academic, Government and Nonprofit versions. You agree that if you are purchasing an academic, government or nonprofit offer, you must meet the respective eligibility requirements as listed on the website portal.
f. Redaction Company reserves the right to verify eligibility at any time and suspend the Online Service if the eligibility requirements are not met.
g. Taxes. Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this agreement and which we are permitted to collect from you under applicable law. You will be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay including any taxes that arise on the distribution or provision of Products to your Affiliates. We will be responsible for all taxes based on our net income, gross receipts taxes imposed in lieu of taxes on income or profits, or taxes on our property ownership.
h. If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You must ensure that any taxes withheld are minimized to the extent possible under applicable law.
3. TERM, TERMINATION, AND SUSPENSION
a. Agreement term and termination. This agreement will remain in effect until the expiration, termination, or renewal of your Subscription, whichever is earliest.
b. Subscription termination. You may terminate a Subscription at any time during its Term; however, you must pay all amounts due and owing before the termination is effective.
i. One-Month Subscription. A Subscription having a one-month Term may be terminated anytime without any cancellation fee.
ii. Subscriptions of more than one-month. If you terminate a Subscription to Redaction Company Online Services within 30 days of the date on which the Subscription became effective or was renewed, no refunds will be provided, and you must pay for the initial 30 days of the Subscription, but no payments will be due for the remaining portion of the terminated Subscription.
iii. Limited Offerings. Redaction Company may terminate your Subscription to a Limited Offering at any time during the Term immediately without
notice.
c. Suspension. We may suspend your use of the Online Services if: (1) it is reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement under Section 5 within a reasonable time; (3) you do not pay amounts due under this agreement; (4) you do not abide by the Acceptable Use Policy or you violate other terms of this agreement; or (5) for Limited Offerings, the Subscription becomes inactive from your failure to access the Online Services as described in the Offer Details. If one or more of these conditions occurs, then:
i. For Limited Offerings, we may suspend your use of the Online Services, your Subscription and your account immediately without notice.
ii. For all other Subscriptions, a suspension will apply to the minimum necessary part of the Online Services and will be in effect only while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend immediately. We will give at least 30 days’ notice before suspending for non-payment. If you do not fully address the reasons for the suspension within 60 days after we suspend, we may terminate your Subscription and delete your Customer Data without any retention period. We may also terminate your Subscription if your use of the Online Services is suspended more than twice in any 12-month period.
4. YOUR CONTENT
a. Content. “Content” means any text, information, or material, such as audio files, video files, electronic documents, or images, that you upload and import into, or create with the Services or Software in connection with or through your use of the Services. You must not upload any Content that is prohibited by any applicable law. We reserve the right to remove Content or restrict access to Content, Services, and Software if any of your Content is found to be in violation of these Terms. We do not review all Content uploaded to the Services or Software, but we may use available technologies, vendors, or processes to screen for certain types of illegal content (for example, child pornography) or other abusive content or behavior.
b. Sharing Your Content.
i. Sharing. Some Services and Software may provide features that allow you to Share your Content with other users or to make it public. “Share” means to email, post, transmit, stream, upload, or otherwise make available (whether to us or other users) through your use of the Services and Software. Other users may use, copy, modify, or re-share your Content in many ways. Please carefully consider what you choose to Share or make public as you are responsible for the Content that you Share.
ii. Level of Access. We do not monitor or control what others do with your Content. You are responsible for determining the limitations that are placed on your Content and for applying the appropriate level of access to your Content. If you do not choose the access level to apply to your Content, the system may default to its most permissive setting. It is your responsibility to let other users know how your Content may be Shared and to adjust the setting related to accessing or sharing your Content.
iii. Comments. Any comments that you submit through the Services and Software are not anonymous and may be viewed by other users. Your comments may be deleted by you, by other users, or by us.
c. Storage. We recommend that you back up your Content regularly if the Services provide storage and this functionality is enabled by the applicable Services. We may create reasonable technical limits on file size, storage space, processing capacity, and other technical limits. We may suspend the Services until you are within the storage space limit associated with your account. At the end of your license term, we will use commercially reasonable efforts to allow you to transition your Content out of the Services. The transition must be completed within 30 days from the date of the termination or expiration of your license term. At the end of this 30-day transition period, we reserve the right to delete your Content. You should download any Content that you have stored in the Services before your license ends.
d. Termination of License. You may revoke this license to your Content and terminate our rights at any time by removing your Content from the Service. Some copies of your Content may be retained as part of our routine backups, however.
5. WARRANTIES
a. Limited warranty.
i. Online Services. We warrant that the Online Services will meet the terms of this agreement during the Term. Your only remedies for breach of this warranty are those in this agreement.
b. Limited warranty exclusions. This limited warranty is subject to the following limitations:
i. any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last one year from the start of the limited warranty;
ii. this limited warranty does not cover problems caused by accident, abuse or use of the Products in a manner inconsistent with this agreement or our published documentation or guidance, or resulting from events beyond our reasonable control;
iii. this limited warranty does not apply to problems caused by a failure to meet minimum system requirements; and
iv. this limited warranty does not apply to Previews or Limited Offerings.
c. DISCLAIMER. Other than this warranty, we provide no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. These disclaimers will apply except to the extent applicable law does not permit them.
6. DEFENSE OF CLAIMS
a. Defense.
i. We will defend you against any claims made by an unaffiliated third party that a Product infringes that third party’s patent, copyright or trademark or makes unlawful use of its trade secret.
ii. You will defend us against any claims made by an unaffiliated third party that(1) any Customer Data, Customer Solution, or Non-Redaction Company Products, or services you provide, directly or indirectly, in using a Product infringes the third party’s patent, copyright, or trademark or makes unlawful use of its trade secret; or (2) arises from violation of the Acceptable Use Policy.
b. Limitations. Our obligations in Section 5.a. will not apply to a claim or award based on:
(i) any Customer Solution, Customer Data, Non-Redaction Company Products, modifications you make to the Product, or services or materials you provide or make available as part of using the Product;
(ii) your combination of the Product with, or damages based upon the value of, Customer Data or a Non-Redaction Company Product, data, or business process;
(iii) your use of a Redaction Company trademark without our express written consent, or your use of the Product after we notify you to stop due to a third-party claim;
(iv) your redistribution of the Product to, or use for the benefit of, any unaffiliated third party; or
(v) Products provided free of charge.
c. Remedies. If we reasonably believe that a claim under Section 5.a.(i). may bar your use of the Product, we will seek to:
(i) obtain the right for you to keep using it; or
(ii) modify or replace it with a functional equivalent and notify you to stop use of the prior version of the Product. If these options are not commercially reasonable, we may terminate your rights to use the Product and then refund any advance payments for unused Subscription rights.
d. Obligations. Each party must notify the other promptly of a claim under this Section. The party seeking protection must
(i) give the other sole control over the defense and settlement of the claim; and
(ii) give reasonable help in defending the claim. The party providing the protection will (1) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and (2) pay the amount of any resulting adverse final judgment or settlement. The parties’ respective rights to defense and payment of judgments (or settlement the other consents to) under this Section 5 are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law or statutory rights.
7. LIMITATION OF LIABILITY
a. Limitation. The aggregate liability of each party for all claims under this agreement is limited to direct damages up to the amount paid under this agreement for the Online Service during the 12 months before the cause of action arose; provided, that in no event will a party’s aggregate liability for any Online Service exceed the amount paid for that Online Service during the Subscription. For Products provided free of charge, Redaction Company’s liability is limited to direct damages up to $5,000.00 USD.
b. EXCLUSION. Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.
c. Exceptions to limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to: (1) the parties’ obligations under Section 5; or (2) violation of the other’s intellectual property rights.
8. UPDATES TO SERVICES AND SOFTWARE AND AVAILABILITY
a. Updates to the Services and Software. We may modify, update, or discontinue the Services or Software (including any portions or features) and any time, without liability to you or anyone else. However, for changes to paid offerings, we will make reasonable efforts to notify you of the modification, update, or discontinuation. If we discontinue the Services or Software in its entirety, we will use reasonable commercial efforts to allow you to transition your Content, and we may provide you with a pro rate refund for any unused fees for that Service or Software that you prepaid.
b. Availability. Webpages describing the Services are accessible worldwide, but this does not mean all Services or service features are available in your country or that user-generated content available via the Services is legal or available in your country. Access to certain Services (or certain Service features, Sample Files, or Content Files) in certain countries may be blocked by us or foreign governments. It is your responsibility to make sure your use of the Services is legal or available where you use them. Services are not available in all languages.
9. MISCELLANEOUS
a. Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to Redaction Company must be sent to the following address:
The Redaction Company
Attn: Online Services Dept
522 N Central Ave #831
SMB#23647
Phoenix, AZ 85004
USA
Notices to you will be sent to the address that you identify on your account as your contact for notices. Redaction Company may send notices and other information to you by email or other electronic form.
b. License Transfers and Assignment. You may not assign this agreement either in whole or in part or transfer licenses without Redaction Company’s consent.
c. Severability. If any part of this agreement is held unenforceable, the rest remains in full force and effect.
d. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver.
e. No agency. This agreement does not create an agency, partnership, or joint venture.
f. No third-party beneficiaries. There are no third-party beneficiaries to this agreement.
g. Applicable law and venue. This agreement is governed by California law, without regard to its conflict of laws principles, except that
(i) if you are a U.S. Government entity, this agreement is governed by the laws of the United States, and
(ii) if you are a state or local government entity in the United States, this agreement is governed by the laws of that state. Any action to enforce this agreement must be brought in the State of California. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to a violation of intellectual property rights.
h. Entire agreement. This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications. In the case of a conflict between any documents in this agreement that is not expressly resolved in those documents, their terms will control in the following order of descending priority: (1) this Redaction Company Online Subscription Agreement, (2) the Online Services Terms, (3) the applicable Offer Details, and (4) any other documents in this agreement.
i. U.S. export jurisdiction. The Products are subject to U.S. export jurisdiction. You must comply with all applicable laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by U.S. and other governments.
j. Force majeure. Neither party will be liable for any failure in performance due to causes beyond that party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)). This Section will not, however, apply to your payment obligations under this agreement.
k. Contracting authority. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity’s behalf. If you specify an entity, or you use an email address provided by an entity you are affiliated with (such as an employer) in connection with a Subscription purchase or renewal, that entity will be treated as the owner of the Subscription for purposes of this agreement.
h. Government customers. Government customers should consult with Redaction Company prior to acceptance. By accepting this agreement, you represent that you have complied and will continue to comply with all applicable laws and governmental procurement requirements.
10. DEFINITIONS
- Any reference in this agreement to “day” will be a calendar day.
- “Acceptable Use Policy” is set forth in the Online Services Terms.
- “Affiliate” means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. “Ownership” means, for purposes of this definition, control of more than a 50% interest in an entity.
- “End User” means any person you permit to access Customer Data hosted in the Online Services or otherwise use the Online Services, or any user of a Customer Solution.
- “Offer Details” means the pricing and related terms applicable to a Subscription offer, as published in the Portal.
- “Online Services” means any of the Redaction Company hosted services to which you subscribe under this agreement.
- “Previews” means preview, beta, or other pre-release version or feature of the Online Services or Software offered by Redaction Company to obtain customer feedback.
- “Portal” means the Online Services’ respective web sites that can be found at https://readyredact.com, or at an alternate website we identify.
- “Product” means any Online Service (including any Software).
- “SLA” means the commitments we make regarding delivery and/or performance of an Online Service.
- “Software” means Redaction Company software we provide for installation on your device as part of your Subscription or to use with the Online Service to enable certain functionality.
- “Subscription” means an enrollment for Online Services for a defined Term as specified on the Portal. You may purchase multiple Subscriptions, which may be administered separately, and which will be governed by the terms of a separate Redaction Company Online Subscription Agreement.
- “Term” means the duration of a Subscription (e.g., 30 days or 12 months).