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.
1. Acceptance of Terms.
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.
3. Account Types and Access Levels.
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.
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.
The Services are offered only for your use, and not for the use or benefit of any third party.
6. Account Security.
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.
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.
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.
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.
Use and Sharing of User Content and Content about Users.
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.
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.
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.
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.
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.
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.
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.
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.
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 email@example.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 firstname.lastname@example.org. Our response time shall not be greater than two (2) business days (absent irregular or unforeseen circumstances).
15. Term, Suspension and Termination.
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:
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:
4220 Duncan, Suite 200
St. Louis, MO 63110
Attn: Service Renewals
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).
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.
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.
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.
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.
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.
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.
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”).
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.
IF YOU ARE DISSATISFIED WITH THE SERVICES OR THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.
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.
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.
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.
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.
Publicity. We may not name you as an Owner or User of the Services without your written consent.
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.
Last updated: March 2019