Terms of Use

redlyst, LLC (“redlyst,” “us,” “we” and the like) provides a situational awareness tool to enhance the public safety of its users via cloud-based services and mobile applications.  In connection therewith, redlyst provides (a) a website accessible at http://www.redlyst.com/ (“Site”); (b) services accessible through a user’s computer, mobile phone or tablet (each, a “Device” and such services, the “Mobile Apps”); (c) electronic physical surveillance products containing redlyst’s proprietary technology (“Hardware”); (d) proprietary software embedded on the Hardware (together with any updates thereto, the “Software”) and (e) subscription software services provided in connection with the Mobile Apps, Hardware and Software  (“Subscription Services”). The Mobile Apps, together with all other applications offered by redlyst in connection with redlyst’s services shall be referred to as the “App”. The Site, Apps and Subscription Services, and all other features, tools, services and content provided by redlyst in connection with the redlyst system (collectively, the “Services”) are intended for use solely with the Hardware or as otherwise made available by redlyst.

Please carefully review these Terms of Use (collectively, these “Terms of Use” and, sometimes, this “Agreement”), which are provided and updated from time to time by redlyst, before using or accessing any of the Services. Your subscription to any of our Services is governed by these Terms of Use. The Terms of Use set forth the legally binding terms and conditions for your use of the Hardware and the Services. If you do not agree with any of the terms set forth herein, you should immediately stop using the Services, including by disconnecting your Hardware and/or unregistering your Hardware and Devices.

In light of the fact that we provide our Services in rapidly and constantly evolving markets, we must and hereby do reserve the right, at any time and in our sole discretion, to update and change any or all of these Terms of Use. When we change these Terms of Use, whether materially or otherwise, we will modify the “Last Updated” date above. You are responsible for regularly reviewing the most current version of the Terms of Use, which are available on our Site. Your continued use of any of the Services after any changes have been made to the Terms of Use shall constitute your consent to be bound by such changes. If you object to any of these Terms of Use, or any changes hereto, whether material or otherwise, your sole and exclusive remedy shall be to terminate your subscription to the Services according to the terms herein.  Any future release, update, or other addition to functionality of the Services shall be subject to these Terms of Use.

1.  Acceptance of Terms.

  1. By clicking “I Agree” on the Site, registering for an Account (as defined below) or accessing or using the Services in any manner, including by visiting the Site, or accessing Hardware as a User, you agree to these Terms of Use. If you are accessing the Hardware or Services on behalf of an entity, you hereby agree to these Terms of Use on your behalf and on behalf of such entity.

  2. Certain of the Hardware or Services may be subject to additional terms and conditions specified by us from time to time. Your use of such Hardware or Services is subject to those additional terms and conditions. These additional terms, and all other operating rules, policies, and procedures that redlyst may publish from time to time through the Services, are incorporated into the Terms of Use by this reference and, except as expressly set forth in the Terms of Use, may be updated from time to time without notice to you.

  3. If you are accessing and using the Services on behalf of an entity, you represent and warrant that you have the right, authority, and capacity to accept and agree to these Terms of Use on behalf of yourself and the entity you represent.

  4. As described below, you consent to the automatic updating of software included in the Hardware and Services from time to time. If you do not agree, you should not use any software included in the Hardware or Services.

2.  Relation of These Terms of Use to Other Agreements. These Terms of Use govern your use of the Services and certain aspects of the Hardware, including data from the Hardware that will be uploaded to the Services.  Your use of the Services is also covered by certain End User Licensing Agreements (“EULA”) including the EULA of Coolfire Solutions, Inc. (“Coolfire”), which governs the use of the Software. Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features.  Please click on the following link to access the Coolfire EULA (https://www.coolfiresolutions.com/legal/eula/). Later in this Agreement you will be asked to confirm that you have read the Coolfire EULA and that you agree to its terms and conditions.  


3.  Account Types and Access Levels.

  1. Owners. The company or individual who signs a contract with redlyst (“Contract”) is the “Owner.” If you are an Owner who invites or enables a User to use Hardware and Services under your Contract, you acknowledge and agree that such User may subsequently use the Hardware and Services. If you are an Owner, you acknowledge and agree that you should only authorize those individuals that you trust to be Users.

  2. Users. Individuals who are authorized (usually by the Owner) to control Hardware and Services are “Users.” Users can use the Services to monitor and control the Hardware and add persons of interest and to review, confirm or reject persons of interest identified by the Hardware and Services.


4.  Registration and Eligibility.

  1. To sign up for the Services, you must register for an account with redlyst (“Account”). When signing up for an Account, you must provide accurate and complete information and keep your Account information updated. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates atcs@redlyst.com, but please note that some or all of the Services may not be available to you if you delete your Account. You grant us the right to use the information provided by you through the registration process, and any other information you provide to us through your use of the Services, in connection with the operation of the Services or as set forth in our Privacy Policy (which can be found at www.redlyst.com/privacy-policy).

  2. In order to register for any Account as an Owner, you must be at least 18 years old. If you are under 18 years old but over 13 years old, you may register for an Account and use the Services as a User, only under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Use. If you are under 13 years old, you may not use any part of the Services, under any circumstances or for any reason, either as a registered or unregistered user.

  3. You will be bound by these Terms of Use wherever you access or use the Hardware or Services. Although our Site is accessible worldwide, the Hardware and Services are not available to all persons, in all States of the United States or in all countries. To the extent permissible by law, redlyst accepts no responsibility or liability for any damage or loss caused by your accessing or use of the Services or Hardware in a State of the United States or in a country not specifically approved by redlyst You are solely responsible for ensuring that your use of the Hardware and Services and these Terms of Use are in compliance with all laws, rules and regulations applicable to you, including but not limited to (i) any laws relating to the recording or sharing of image or video content that includes third parties or (ii) any laws requiring notice to or consent of third parties with respect to your use of redlyst’s Hardware and Services, including the use of facial recognition technologies. We make no representation or warranty that the Hardware or Services complies with the laws, rules or regulations in any specific city, county, State, country or other jurisdiction. The right to access the Hardware and Services is revoked where these Terms of Use or use of the Hardware and Services is prohibited or to the extent offering, sale or provision of the Hardware or Services conflicts with any applicable law, rule or regulation.

  4. By using the Services, you represent and warrant that you meet all the eligibility requirements set forth in these Terms of Use. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time.

  5. The Services are offered only for your use, and not for the use or benefit of any third party.


5.  Non-Circumvention.  Your Account is personal to you, and all Accounts held by other Owners or used by other Users shall be personal to that other Owner or User.  You agree that every Owner must register for its, his or her own Account, and that aggregating, pooling or sharing resources or information in a shared Account other than as specifically contemplated by these Terms of Use and the Privacy Policy is strictly prohibited.  You shall not aggregate, pool or share your resources or information with any other Owner, User, person, company, association, group or affiliation of any kind whatsoever (except with other Owners and Users as specifically contemplated by these Terms of Use or the Privacy Policy) to create any combined database of POIs (as defined below), whether or not such combination would violate any intellectual property rights of redlyst.  You agree that each Service Fee (defined below) related to a camera is applicable to only one identified camera ("One Camera Fee Policy").  You agree not to combine camera streams for multiple cameras and agree that should such activity be identified, upon the identification of such violation, you grant redlyst the right to retroactively charge you the applicable maximum Fee(s) for each camera that has violated the One Camera Fee Policy.  


6.  Account Security.

  1. You must keep your Account and any password you use in connection with the Hardware or Services secure. You agree to use strong passwords, and to maintain the confidentiality of your password. You may never use another person’s user Account or registration information for the Services without permission. You shall be responsible for all uses of your Account and login information, whether or not authorized by you. redlyst shall not be responsible for any actions or omissions of any individual to whom access is granted through your Account, regardless of whether you intended to grant such individual access. You must notify us immediately of any change in your eligibility to use the Services, breach of security or unauthorized use of your Account or any passwords, and you should immediately change your password, to prevent further unauthorized use. You should never publish, distribute or post login information for your Account. redlyst is not liable for any loss or damage arising from your failure to comply with the above requirements.

  2. We strongly recommend that you do not use the Services on a Device with a “jail broken” or “rooted” operating system. These operating systems can potentially allow other applications to circumvent security features on your Device. Any use of such Devices is at your own risk. You agree that redlyst will not be liable for any loss of functionality caused by such use and will indemnify us for all damage or liability arising or resulting therefrom.


7.  Services.  To subscribe to a Service, you must execute a Contract with redlyst for that Service. You are only entitled to use the Services for which you have subscribed and paid, and your use of the Services is subject to your compliance with all applicable Terms of Use. You acknowledge and agree that we reserve the right to modify the Services (or any part thereof) from time to time and that we shall not be liable to you or to any third party for any modification of the Services.

  1. redlyst Service Levels. We offer a hosted suite of situational awareness software services, which includes our core redlyst and goldlyst situational awareness software solution as well as certain additional value-added services to which you may subscribe. You must first subscribe to our core solution in order to have access to the additional value-added services that we offer. The Contract that you have executed identifies (a) the fees payable by you to redlyst, (b) the term of your subscription to the Services to which you have subscribed, and (c) the number of your Hardware units (“Units”) for which you may use the Services to which you have subscribed. You may subscribe to additional Services, including any new value-added services made available by redlyst from time to time, or increase your existing subscription by executing an additional Contract or completing an additional online sign-up flow. Each new sign-up flow or Contract will include the price and billing date(s) of the Services being added at that time. All new Services are subject to these Terms of Use, as amended from time to time.

  2. System Requirements. In order to take advantage of full functionality associated with the Hardware and Services, the following are necessary: (i) properly functioning Hardware (including sufficient battery power, if applicable); (ii) at least one Device equipped with the Mobile App; (iii) at least one valid User Account and (iv) other system elements that may be specified by redlyst from time to time. You acknowledge that the availability of the Services is dependent on (i) your computer, mobile device, wiring, your Wi-Fi network, Bluetooth connection, and other related equipment; (ii) your Internet service provider (“ISP”); and (iii) your mobile device carrier (“Mobile Carrier”). You acknowledge that you are responsible for all fees charged by your ISP and Mobile Carrier in connection with your use of the Services. You also acknowledge that you are responsible for compliance with all applicable agreements, terms of use or terms of service, and other policies of your ISP and Mobile Carrier. It is your responsibility to ensure that you have all required system elements and that they are compatible, up-to-date, and properly configured. You acknowledge that the Services may not work as described when the requirements and compatibility have not been met.

  3. We may change or remove any feature currently offered as part of the Services, or the Services themselves, at any time. Additionally, the Services may be suspended temporarily without notice for security reasons, system failure, maintenance, repair or other circumstances. You agree that you will not be entitled to any refund or rebate in connection with any such suspensions.


8.  Feedback.  You acknowledge that any suggestions, ideas, comments or other feedback you provide to us regarding the Hardware or Services (“Feedback”) shall become our sole and exclusive property without any compensation to you. We may, in our sole discretion, decide whether to use the Feedback in any of our products and services. You hereby assign to us all of your right, title and interest in the Feedback, including but not limited to all copyrights, patent rights, trade secrets and trademarks.


9.  Content.

  1. Definition. For purposes of these Terms of Use, the term “Content” includes, without limitation, information, data, text, photographs, images, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).

  2. User Content. All Content added, created, uploaded, submitted, distributed, or posted to the Services by Owners or Users (collectively “User Content”) is the sole responsibility of the person who originated such User Content. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any (a) damage or loss to you, (b) any damage or loss to any other party or (c) any damage or loss to any property, whether owned by you or any third party, resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate. You represent that (i) all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations and (ii) you have all rights necessary to upload, post, email, transmit, or otherwise disseminate your User Content using, or in connection with, the Services, or that you contribute in any manner to the Services, in the manner in which you contribute, without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

  3. Use and Sharing of User Content and Content about Users.

    1. By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Services and our (and our successors’ and assigns’) businesses, including after the termination of your Account or the Services.

    2. User Content is used to provide, operate, maintain and improve the Hardware and Services. Some information and content provided by or about Owners, Users and persons of interest (“POIs”), may be visible to other Users to whom the Owner have given access privileges. By using the Services in this manner and providing such access privileges, you are consenting to the sharing of your information as set forth herein and in the Privacy Policy.

    3. At any point in time, redlyst shall have the right in its discretion to suspend and/or terminate the sharing of one or more specific POI profiles within an Owner's database.

  4. SMS, MMS and Other Text Messaging. As part of the Services, we may communicate with Users by sending SMS, MMS or other text messages (“Text Messages”). Please note that text messaging fees may apply to the sending or receipt of Text Messages. By registering for an Account, you hereby consent to receiving Text Messages from us to your Device. You may opt out of receiving such messages in the future, but the Services may not work properly if you do opt out.


10.  Rules of Conduct.

  1. The Hardware and Services, and any Content made available through or in connection with the Hardware and Services, are solely intended for monitoring and appropriately responding to POIs. As a condition of use, you promise to use the Hardware and Services only for the purposes set forth in these Terms of Use. You may not use the Hardware or Services for any purpose that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, or is otherwise inappropriate, as determined by us in our sole discretion. You are responsible for all of your activity in connection with the Hardware and Services.

  2. You shall not (and shall not permit any third party to) either (i) take any action or (ii) provide any Content that: (A) you know is false, misleading, untruthful or inaccurate or (B) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party.

  3. You shall not jeopardize the security of your Account or anyone else’s Account, including by allowing someone else to log in to the Services as you or sharing any passwords with any other party.

  4. You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) harvest or scrape any Content from the Services; or (v) otherwise take any action in violation of our guidelines and policies.

  5. You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Services; (iii) license, sublicense, resell, copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder; (iv) use the Services to transmit infringing, libelous, obscene, threatening, libelous, or otherwise unlawful, unsafe, malicious, abusive or tortious material, or to store or transmit material in violation of third-party privacy rights; (use the Services to store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs or to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; or (vi) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein. You shall abide by all applicable local, state, national and international laws and regulations.

  6. You may only copy or download parts of the Services (including any Content, any part of the Site or Apps and any images collected and/or provided in connection with the Services) onto your own Device for your own use, and solely as necessary to use the Services as contemplated hereunder. You may not use any Content in any other way or for any other purpose, including without limitation any public or commercial way, nor may you copy or incorporate any of the content of the Services into any other work, without the written consent of redlyst. You must have redlyst’s prior written consent before you can post or redistribute any portion of the Services.

  7. Other than with respect to User Content, as between you and us, we retain full and complete title to all Content on the Services, including any downloadable software and all data that accompanies it. You may not copy, modify or in any way reproduce or damage the structure or presentation of the Services or any Content therein.

  8. We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms of Use, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to User support requests or (v) protect the rights, property or safety of us, our users and the public.

  9. If redlyst identifies or suspects a breach of these Rules of Conduct or the Terms of Use, then redlyst shall have the right to request information from Owner related to any event, activity or profile related to the breach or suspected breach ("Potential Breach Item"). Owner hereby agrees that if redlyst requests access to the Potential Breach Item, then redlyst shall have the right, within 24 hours of such request, to enter the Owner's database and extract information related to the Potential Breach Item.


11.  Acts of Users.  redlyst is not responsible for the acts, omissions or behavior of any person or entity who is able to access the Hardware or Services through your Account or otherwise receives access from you (whether directly or indirectly), or for any personal injury, death, property damage (including, without limitation, to your place of business or home), or other harm or losses arising from or relating to your or their use of the Hardware or Services.


12.  Training / Customer Support.  Provided you have paid all fees owed by you for the Services to which you have subscribed, (a) we shall make available remote, live or recorded training sessions to your designated, named and authorized Users, and (b) we will use commercially reasonable efforts to provide, at no charge to you, technical support services to you and your authorized Users who have access to the Services. For certain Services we provide some onsite training upon request for an additional charge. Please contact us at cs@redlyst.com for more information about onsite training.  A redlyst client services representative will be assigned to your cases.  Unlimited cases are accepted from authorized Users. Our standard support is available 9:00AM to 5:00PM Central Time (Chicago, US), excluding major holidays, which include Memorial Day, Independence Day, Labor Day, Thanksgiving, Christmas, and New Year’s Day. You may contact customer support by emailing us at cs@redlyst.com. Our response time shall not be greater than two (2) business days (absent irregular or unforeseen circumstances).


13.  Limited License.  Subject to (a) your timely payment of all fees set forth in the Contract and (b) your compliance with these Terms of Use, we hereby grant to you a non-exclusive, non-transferable, limited right and license to use (and permit your authorized users to use) the Services to which you have subscribed solely for your internal business purposes during the term of your Contract(s) with redlyst.  


14.  Reservation of Rights.  No other rights are granted to you except as expressly set forth in these Terms of Use, and nothing herein conveys any rights or ownership in, or to, the Services or any underlying software or intellectual property.  We own all right, title and interest, including all intellectual property rights, in and to the Services and the underlying software, and any and all updates, upgrades, modifications, enhancements, improvements or derivative works thereof, and in any idea, know-how, and/or program(s) developed by us or our licensees during the course of performance of the Services.


15.  Term, Suspension and Termination.

  1. Term. The term of the Services varies depending on the Service(s) to which you have subscribed and shall be set forth on the Contract, and shall renew as follows:

  2. redlyst Situational Awareness Services Term. Your subscription to the core redlyst Situational Awareness Services shall automatically renew for successive one (1) year terms unless we discontinue the Service or you provide us with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

    WRITTEN NOTICE OF NON-RENEWAL BY YOU MUST BE SUBMITTED TO:

    redlyst, LLC

    4220 Duncan, Suite 200

    St. Louis, MO 63110

    Attn: Service Renewals

  3. Termination. Either party may terminate any subscription to Services (i) if the other party breaches any of its obligations under these Terms of Use and such breach is not cured within thirty (30) days of receipt of notice from the non-breaching party or (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business. Notwithstanding the foregoing, redlyst may terminate the Agreement immediately in the event of your material breach, as determined by redlyst in its sole discretion, of these Terms of Use. Upon a termination of the Agreement, you will immediately discontinue all use of the Services, cease to represent in any form that you are a user of the Services, and destroy all our confidential information (subject to the Privacy Policy) in your possession. Neither party shall be liable for any damages resulting from a VALID termination of any subscription(s) to Services as provided for herein; provided, however, that termination shall not affect any claim arising prior thereto.

  4. Handling of Data in the Event of Termination. You acknowledge and agree that following expiration or termination of any of your subscriptions to the Services, we may immediately deactivate the affected Services and that, following a reasonable period of not less than thirty (30) days, we may delete your account. However, in the event that the Services are terminated by us, we will grant you temporary, limited access to the Services, not to exceed thirty (30) days, for the sole purpose of permitting you to retrieve data inputted by you into the redlyst application, provided that you have paid in full all good faith undisputed amounts owed to us. You further agree that we shall not be liable to you or to any third party for any termination of your access to the Services, provided that we are in compliance with the terms of this Section 15.d).

  5. Termination For Convenience. You may terminate your subscription for convenience at any time by providing thirty (30) days’ prior written notice to redlyst; provided, however, that if you terminate your subscription prior to the end of its term under this Section 15.e), then you shall pay to redlyst an early termination fee equal to seventy five percent (75%) of the Service Fees (as defined below) payable for the remaining period of your subscription, calculated on a pro rata basis. In addition, you shall not be entitled to a refund of any pre-paid amounts.

  6. If you transfer your Hardware to a new Owner or User, your right to use the Services with respect to the transferred Hardware automatically terminates. Your Account is not transferable, and the new Owner or User will have to register for a separate Account in order to use the Services.


16.  Fees.

  1. Service Fees. You shall pay the non-refundable fees for the Services in the amount set forth in the Contract (the “Service Fees”) and according to the billing frequency stated therein. Service Fees shall be due and payable on the date of the invoice. Service Fees may be increased from time to time, and any increase during the term of your subscription would become applicable to you at the time of renewal of your subscription to the Services. Service Fees are non-refundable even if you terminate your subscription early.

  2. Additional Fees. You may incur other non-refundable fees or charges for your use of the Services, including certain value-added services, in addition to those fees set forth in the Contract. The additional non-refundable fees and charges are set forth in the additional terms and conditions for the applicable Service.

  3. Late Payments. You acknowledge that your failure to pay any fees or charges set forth in Sections 16.a) and 16.b) above when due may result in suspension or termination of your redlyst Services. If you fail to pay any of the fees or charges due hereunder, redlyst reserves the right to, among other things, engage an attorney or a collections agency to collect the outstanding fees and charges. You hereby agree that you shall pay all fees and costs incurred by redlyst in connection with the collection of such past due amounts by any appropriate means, including without limitation any and all court and related costs, reasonable attorneys’ and/or collections agencies’ fees.

  4. Taxes. You shall be responsible for all sales tax, use tax, value added taxes, withholding taxes and any other similar taxes and charge of any kind imposed by federal, state or local governmental entity on the transactions contemplated hereby. When we have the legal obligation to pay or collect taxes for which you are responsible pursuant to this Section, the appropriate amount shall be invoiced to and paid by you unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.


17.  Representations and Warranties.

  1. Mutual Representations and Warranties. Each party hereby represents and warrants to the other that (i) it has all necessary authority to enter into and perform its obligations under these Terms of Use without the consent of any third party or breach of any contract or agreement with any third party, (ii) all persons performing any obligations hereunder have entered into all necessary agreements in order for them to comply with these Terms of Use, and (iii) it shall comply in all material respects with all laws applicable to the Services and/or the use thereof.

  2. Response to Use of Services. You covenant, agree and acknowledge that redlyst is not providing any advice with regards to how to respond to POIs that may be identified through the use of the Hardware or Services (“POI Response”).

  3. Additional Representations and Warranties. You warrant, represent and covenant to us that you will use the Services only for lawful purposes in accordance with these Terms of Use and any and all applicable redlyst policies and guidelines.

  4. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 17, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE, AS TO ANY MATTER, INCLUDING THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE OR THE SERVICES WILL MEET ALL OF YOUR REQUIREMENTS, INCLUDING ACCOUNTING REQUIREMENTS, OR THAT THE USE OF THE SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE SOFTWARE AND SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS AND YOUR USE OF SOFTWARE AND SERVICES IS AT YOUR OWN RISK, INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH ANY LAWS, RULES OR REGULATIONS RELATED TO PROPERTY MANAGEMENT. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THE DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT.

  5. IF YOU ARE DISSATISFIED WITH THE SERVICES OR THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.


18.  Confidential Information and Privacy Policy.  You will comply with all applicable privacy and other laws, rules, regulations and guidelines relating to protection, collection, use and distribution of Personally Identifiable Information (as defined below) of any person.  All confidential information of either Party, including but not limited to any Personally Identifiable Information you collect, shared by one party to another party shall be governed by the redlyst Privacy Policy, which shall survive termination or expiration of this Agreement.  “Personally Identifiable Information” means any information that can be associated with or traced to any individual, including an individual’s name, address, telephone number, e-mail address, credit card information, social security number or other similar specific factual information, regardless of the media on which such information is stored (e.g., on paper or electronically).


19.  Indemnification. 

  1. Your Indemnification. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US AND ALL OF OUR OWNERS, EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, SUITS, PROCEEDINGS, INVESTIGATIONS, DAMAGES, COSTS, EXPENSES, LOSSES, AND ANY OTHER LIABILITIES (INCLUDING REASONABLE ATTORNEY’S FEES, COURT COSTS AND EXPENSES) ARISING OUT OF OR RELATING TO (I) YOUR USE OF THE SERVICES, (II) YOUR USE OF THE SERVICES IN VIOLATINO OF THESE TERMS OF USE, (III) ANY ACTUAL OR ALLEGED BREACH BY YOU OR ANY OF YOUR OWNERS OR USERS OF ANY REPRESENTATION, WARRANTY, COVENANT OR OBLIGATION UNDER THESE TERMS OF USE, (IV) YOUR NEGLIGENCE OR WILLFUL MISCONDUCT OR (V) ANY POI RESPONSE. YOUR INDEMNIFICATION OBLIGAIONS UNDER THIS SECTION 19 SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.

  2. Notification and Cooperation. Your obligations to redlyst under this Section 19 above are conditioned upon (i) redlyst notifying you promptly in writing upon knowledge of any claim for which we may be entitled to indemnification hereunder; (ii) redlyst permitting you to have the sole right to control the defense and settlement of any such claim (provided that you may not settle any claim without our consent unless the settlement unconditionally releases redlyst from all liability); (iii) redlyst providing reasonable assistance to you, at your expense, in the defense of such claim; (iv) redlyst not entering into any settlement agreement or otherwise settling any such claim without your express prior written consent or request; and (v) redlyst complying with any settlement or court order made in connection with the claim (related to the future use of any infringing materials). For clarity, redlyst may participate in the defense or settlement of a claim with counsel of its own choice and at its own expense.


20.  Limitation on Liability. 

TO THE MAXIUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE SUM OF THE AMOUNTS PAID BY YOU FOR THE SERVICES (FOR PURPOSES OF CLARIFICATION, NOT INCLUDING THE COST OF HARDWARE PURCHASES) GIVING RISE TO THE LIABILITY DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE THE CAUSE OF ACTION AROSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY HERETO, ITS LICENSORS OR SUPPLIERS, HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS OF SERVICE, AND/OR THE PERFORMANCE OR NONPERFORMANCE BY EITHER PARTY OF ITS OBLIGATIONS HEREUNDER, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU, IN WHICH CASE OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

21.  Miscellaneous.

  1. Independent Parties. You and redlyst are independent contractors. These Terms of Use does not create any joint venture, partnership, agency or employment relationship between the parties. You shall be solely responsible for managing your employees and for any and all compensation, taxes, benefits and liabilities to your employees and any of your other representatives or service providers. Neither you nor any of your employees, representatives, or service providers shall make any representations, warranties or guarantees with respect to us, these Terms of Use or the Services other than as expressly authorized by us in writing.

  2. Assignment. Neither the Services nor any of your rights or obligations under these Terms of Use may be assigned or transferred, by operation of law or otherwise, without our prior written consent. We may freely assign our rights and/or obligation hereunder without your consent. Subject to the foregoing, these Terms of Use shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

  3. Force Majeure. Neither party will be responsible for any delay, interruption or other failure to perform under the Agreement due to acts beyond the control of the responsible party, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g. lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; a local exchange carrier’s activities, and other acts of third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; failures of telecommunications providers or internet service providers; failures of third party suppliers, service providers or vendors; and any other cause beyond the reasonable control of a party.

  4. Choice of Law. PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS. These Terms of Use and any dispute arising out of or relating to the Services and/or these Terms of Terms Service shall be governed by and construed under the laws of the State of Missouri, without regard to the principles of conflict of laws. All disputes arising out of or related to the Agreement shall be subject to the exclusive jurisdiction and venue of the Missouri state and federal courts for St. Louis County, Missouri, and the parties hereby expressly consent to the personal and exclusive jurisdiction of these courts. YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND REDLYST ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND REDLYST AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

  5. E-mail and Notices. You further agree that we may provide any and all notices, statements and other communications to you through either e-mail, mail, express delivery service, or delivered by a recognized commercial carrier addressed to the address last designated on the Contract. You are responsible for providing us with any updated contact information.

  6. No Waiver; Cumulative Remedies. No failure or delay by either party in exercising any right under these Terms of Use shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

  7. Severability. If any of these Terms of Use is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions hereof shall remain in full force and effect.

  8. Entire Agreement. To the maximum extent permitted by applicable law, these Terms of Use, together with the documents referenced herein and the Contract, constitute the entire agreement between the parties as to their subject matter, and supersede all previous and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter hereof. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties except as expressly stated in this Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that party’s only remedy in respect of any untrue statement shall be for breach of contract as provided herein. You acknowledge and agree that your agreement hereunder is not contingent upon the delivery of any future functionality or features not specified herein or in the Contract or dependent upon any oral or written, public or private comments made by us with respect to future functionality or features for the Services. In the event of any conflict between the provisions in these Terms of Use, any applicable additional terms and conditions, and any Contract, the terms of such Contract or additional terms of service shall prevail, to the extent of such conflict. No terms or conditions stated in your purchase order or in any other of your order documentation shall be incorporated into or form any part of these Terms of Use, and all such terms or conditions shall be null and void.

  9. Export. Both parties agree to comply with applicable US export and import laws and regulations. You shall not permit your Users to access or use the Services in violation of any U.S. export embargo, prohibition or restriction.

  10. Publicity. We may not name you as an Owner or User of the Services without your written consent.

  11. Links to Third Party Sites. From time to time, the Services or our Site may include links to third party sites (“Linked Sites”). The Linked Sites are not under our control and we are not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site or the Services provided via a Linked Site. We are providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by us of the site or any associated services provided by the site.


22.  Questions.  If you have questions about these Terms of Use, please contact us at cs@redlyst.com. 


Last updated:   June 2019