Last Updated: June 9, 2023
Welcome to corporate.redtailtechnology.com (in these Terms we call this website and any successor websites, the “Site”). Redtail Technology, Inc. (together with its affiliated technology providers, “Redtail”, “we”, “us”, “We”, “Us” and terms of similar meaning) provides online services through the Site, including, but not limited to access to software, object code, executable code, computer programs, products, other url sites, services, tools, interfaces, portals, and related features offered through Redtail and one or more of its affiliated partners (individually and collectively, and each as more particularly described in the Product Addendum(s), the “Services”) which in turn provide access to databases, documents, text, user guides, supporting documentation, and other materials and content (including Third Party Content, as defined below), each as may be further described in an applicable order form or the terms relevant to the applicable Service. If you are accessing the Site or Services on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to these terms, in which case the terms “you”, “your”, “user”, “You”, “Your”, “User” or “Customer” shall refer to such corporate entity. By using or accessing the Site or Services, you represent and warrant that you are of legal age to accept these Terms (including being over eighteen (18) years of age if you are accessing the Site or Services from the United States) and have legal authority to form a binding contract with Redtail. Nothing in these terms shall be deemed to confer any third-party rights or benefits.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITE OR ANY SERVICE. BY CLICKING “I ACCEPT” OR “I AGREE” WHEN PROMPTED DURING THE PURCHASE OR FREE TRIAL ACTIVATION PROCESS, SIGNING BELOW, OR ORDING, PURCHASING, ACCEPTING, OR USING THE SITE OR ANY SERVICE, YOU ACKNOWLEDGE YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY AND TO ABIDE BY THE AGREEMENT CREATED BY THESE TERMS, THE PRODUCT ADDENDUM(S), AND, TO THE EXTENT WE ARE PROCESSING PERSONAL INFORMATION ON YOUR BEHALF, OUR DATA PROTECTION ADDENDUM (“DPA”) (AVAILABLE HERE). ALL OF THE FOREGOING ARE INCORPORATED BY REFERENCE AND ALL OF OUR OTHER TERMS, POLICIES AND GUIDELINES CITED HEREIN ARE INCORPORATED BY REFERENCE IN THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS IN THEIR ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE.
PLEASE NOTE THAT THESE TERMS CONTAIN A RELEASE, DISCLAIMERS, AND LIMITATIONS OF LIABILITY. THESE TERMS ALSO CONTAIN IMPORTANT INFORMATION ABOUT AUTOMATIC RENEWALS AND CANCELLATION OF THE SERVICE.
ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN THE SECTION ENTITLED “ARBITRATION”. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND REDTAIL AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND REDTAIL WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Redtail offers a number of Services on the Site. When you enroll to obtain a Service from Redtail on the Site, in addition to these Terms, you accept any additional terms applicable to that Service, including the applicable product specific addendums attached hereto and incorporated by reference (each, a “Product Addendum”). Your use of any such Service offered on the Site is governed by these Terms as well as the relevant Product Addendum for that Service.
Customer and each User agrees that Accounts may only be used by the Users, as set up by the Customer within the Services platform, to whom such Accounts are assigned to and that the Accounts may not be shared with or used by any other individual or entity, except as otherwise agreed to in writing by Redtail. Customer agrees to promptly notify Redtail if any User is no longer an Eligible Individual or if Customer otherwise desires to terminate a User’s access to the Services. Customer agrees that Customer is responsible for all use of the Services accessed with Accounts and all activities which occur on the Accounts, whether or not authorized. Customer agrees to use its best efforts to prevent unauthorized use of Accounts assigned to Users and will promptly notify Redtail if Customer suspects that any Accounts or Account credentials are lost, stolen, compromised, or misused and/or if there has been any use of the Services that is not authorized by these Terms.
Customer represents and warrants that both Customer and each User: shall abide by all applicable local, state, national and foreign laws, treaties and regulations, including, but not limited to those related to data privacy, international communications and the transmission of technical information or PI (as defined below) in connection with access to and/or use of the Site or Services; and shall comply with the provisions of these Terms.
Certain portions of the Site or a Service may require the use of third party software and content (“Third Party Content”), which are subject to additional terms and conditions imposed by the third party licensors of such Third Party Content. You acknowledge and agree that prior to using any Third Party Content, you shall agree to all terms and conditions required for such Third Party Content required by the applicable licensor, and shall further comply with such terms and conditions in connection with your use of the Third Party Content. The protections provided to Redtail under these Terms shall also apply, as applicable, to such licensors.
You may not use the Site or any Service (or permit any other person to use the Site or any Service) in any manner that: (i) imposes an unreasonable or disproportionately large load on, or otherwise damages or burdens, the Site’s or any Service’s infrastructure, or otherwise adversely affects, restricts or inhibits any other User from using and enjoying the Site or a Service (including attacking the Site via a denial-of-service attack or a distributed denial-of-service attack); (ii) constitutes or contains false or misleading indications of origin or statements of fact including but not limited to impersonating any other person; (iii) contains or introduces any virus, Trojan horse, worm, time bomb, cancelbot or other similar harmful programming routine or component; (iv) results in the transmission of any information, data, text, images, links, files, etc., except in connection with your authorized use of the Site (v) results in the harvesting of any information or PI concerning other Users of this Site, (vi) violates any applicable law or regulation (including any laws regarding export of data or software to and from the United States or other countries), (vii) exploits, harms, or attempts to exploit or harm minors or any other person in any way by exposing them to inappropriate content, asking for PI, or otherwise, (viii) to transmit, or procure the transmission of, any advertising or promotional material except as expressly permitted on the Service; or (ix) impersonates or attempts to impersonate an employee of Redtail, another user, or any other person or entity.
You shall not use the Site or any Service (or permit any other person to use the Site or any Service) to send, knowingly receive, upload, download, use, or re-use any material that would violate these Terms, the content standards contained herein, or in any way that, as determined by Redtail, may harm Redtail or other users, expose them to liability, or threaten the security of their PI.
Except to the extent such restrictions are prohibited by applicable law, you may not (and you may not permit any third party to) copy, reproduce, modify, adapt, disassemble, reverse engineer, decompile, distribute, attempt to gain unauthorized access to, sell, resell, lease, license, perform, display, transfer, transmit, stream, broadcast, create derivate works, translate, circumvent any anti-piracy technology or features that enforce limitations on use of, otherwise alter or attempt to discover the source code, object code, or other portion of, or otherwise use or exploit the Site or any Service. You may not use any manual process or robot, spider or other automatic device, process or means to access, monitor, or copy all or any part of the Site or any Service for any purpose. You may not remove any copyright, trademark, or other intellectual property or other proprietary notices from any portion of the Site or any Service. You may use the Site and Services only for lawful purposes and in accordance with these Terms.
Redtail reserves the right to change or modify these or any Terms, or any policy or guideline of the Site or a Service, at any time and in its sole discretion. If you do not agree with changes, you can cancel your Account(s) with us without further obligation or immediately cease your use of the Site and applicable Service. If we do this, we will post the updated Terms on the Site and will indicate the effective date of the Terms. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Site, and your continued use of the Site or applicable Service after such posting will constitute your acceptance and agreement of such changes or modifications. It is important for you to refer to these Terms from time to time to understand the Terms that apply to your use of the Site or the relevant Services. The Terms will always show the ‘latest updated’ date. If you do not agree to any amended Terms, you must stop using the Site immediately. If you have any questions about the Terms, please email us at email@example.com. Any material on the Site or Services may be out of date at any given time, and we are under no obligation to update such material.
If any Service(s) are being used during a trial or evaluation, these Terms and the applicable Product Addendum(s) (except for the payment obligation) will apply to such authorized evaluation or trial period. Redtail reserves the right to terminate any evaluation or trial use of the Services at any time in our sole discretion. Unless otherwise specified, all trial or evaluation period shall be for a period of thirty (30) days and will include access to certain premium CRM Services available via the Redtail Growth Service offering. If you do not opt to activate the full Redtail Service offering at the end of the trial or evaluation period, any data you provide during that period will be deleted in accordance with the DPA provisions governing data retention, as applicable, except for any User Content submitted to our forum or as comments on our blog, which may remain on the Site after Termination. Copies of the User Content can be provided, upon your written request, as provided in the provisions of our DPA governing data retention, but only if such request is made in advance of our standard deletion practices. Should you choose to purchase one of our Services at the end of the trial or evaluation period, your Redtail database and all data provided to that database will be retained pursuant to your ongoing receipt of the selected Services, as further provided herein.
Fees and any other charges for the use of the Site and Services are described on the Site. You agree to pay any and all prices and fees due for all Services used at this Site at the time you order the Services. All prices and fees are non-refundable unless otherwise expressly noted. Unless expressly noted, all payments required by these Terms are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies and similar assessments and Customer agrees to bear and be responsible for the payment of all such charges imposed, excluding taxes based upon Redtail’s income and/or corporate franchise taxes.
WE RESERVE THE RIGHT TO ADJUST PRICING AT ANY TIME. UNLESS WE EXPRESSLY COMMUNICATE OTHERWISE, ANY PRICE CHANGES TO ANY RECURRING FEES WILL TAKE EFFECT ON YOUR NEXT BILLING CYCLE UPON NOTICE COMMUNICATED THROUGH AN EMAIL TO YOU AT LEAST THIRTY (30) DAYS PRIOR TO THE COMMENCEMENT OF YOUR NEXT BILLING CYCLE. YOU WILL HAVE THE RIGHT TO CANCEL YOUR SUBSCRIPTION PRIOR TO THE NEXT BILLING CYCLE. IF YOU DO NOT CANCEL YOUR SUBSCRIPTION PRIOR TO THE START OF SUCH NEXT BILLING CYCLE, YOU WILL BE DEEMED TO HAVE ACCEPTED THESE NEW FEES.
Payment for purchased Services shall be made by valid payment method (acceptable to Redtail) at the time of purchase at the fee set forth on the Site. Any recurring payments for Service shall be automatically charged to the credit card (or other payment method, as applicable) provided by you (and acceptable to Redtail) at the time of your purchase (with such payments being charged in advance, as applicable) each month or annually, as selected by you at purchase and applicable, and you hereby agree that Redtail is authorized to so charge the payment method on file.
In addition to recurring Service fees, Redtail may charge set up fees and other one-time fees for any of the Services (“One-time Fees”). All One-time Fees shall be charged to the payment method provided by you (and acceptable to Redtail) at the time of your purchase, and you hereby agree that Redtail is authorized to so charge the payment method provided by you. Redtail, in its sole discretion, shall determine the prices it will charge for all One-time Fees.
We have the right, but no obligation, to provide refunds of fees paid to us by Customer in connection with the Services, as determined solely by us. If we determine, in our sole discretion, to provide Customer with a refund of fees paid by Customer in connection with the Services, we will provide Customer with a pro rata refund based on the number of days remaining on Customer’s right to use and access the Services, as determined exclusively by us. Your Account is considered delinquent (in arrears) if full payment is not received by the billing period start date. If your Account is delinquent for 30 days, we will deactivate your Account in our sole discretion. Deactivated Accounts are not deleted – they are placed in storage and can be restored. We will notify you by email or phone if we decide to deactivate your Account. If, after your Account has been deactivated for thirty (30) days, it stays delinquent and we don’t hear from you, we may terminate it at any time and without notice. Any fees or other amounts due to Redtail hereunder not paid within thirty (30) days of being due will be subject to a late fee equal to one and one-half of a percent (1.5%), or if lower, the highest rate permitted under applicable law, of the unpaid balance per month determined from the date due until the date paid.
You or Redtail may terminate these Terms and your use of the Site and Services at any time, provided that such termination by you is effective upon thirty (30) days’ prior written notice to Redtail. If such termination occurs, you must pay any fees applicable for the balance due on your Account. Upon any such termination under this Section, your User Content will be handled in accordance with the applicable product terms and/or the DPA provisions governing data retention, as applicable, except for any User Content submitted to our forum or as comments on our blog, which may remain on the Site after Termination.
Other than User Content (as defined below), Redtail, its affiliates and its licensors or other providers own all intellectual property on and in the Site and the Services, including all of their content, features, and functionality–including any information, software code, text, displays, images, video and audio, and the design, selection and arrangement of such material, and any documents, resources, recommendations, guidance, forms, policies, or other materials provided or generated through the Site or Services (“Service Content”). Some of the Service Content may be the copyrighted work of third parties. The Service and all such Service Content are protected by United States and international copyright, trademark, and other laws and treaties, and may not be used except as permitted by these Terms. No right, title, or interest in or to the Site, the Services, or Service Content is transferred to you, and all rights not expressly granted are reserved by Redtail and its affiliates. Any use of the Site or a Service not expressly permitted by these Terms is a breach of its terms and may violate copyright, trademark, and other laws. All trademarks, registered trademarks, product names and company names or logos mentioned in the Site, the Services or Service Content are the property of their respective owners. Reference to any products, Services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Redtail or any of its affiliates. For purposes of this Agreement, “affiliate” of or in reference to Redtail means Redtail and any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, Redtail.
Content, information, data and other material provided by Users is called “User Content”. For example, content that a User enters into the Redtail forum or enters as a comment on the Redtail blog is User Content of the User.
User Content is that User’s property, except to the extent that User’s Content is subject to Broker Dealers/Investment Advisers books and records regulatory requirements, including, but not limited to; SEC Rules 17a-3 and 17a-4 under the Securities Exchange Act of 1934; FINRA Books and Records requirements – Rule 4510; SEC Rule 204-2 under the Investment Advisers Act of 1940; MSRB Rules G-8 and G-9 (collectively, “Books and Records Requirements”). If you are a registered representative of a broker-dealer or government securities broker or dealer and/or an investment advisory representative, your access to your Content may be restricted upon your termination from that Firm (as defined below) based upon the ownership interests of the Firm or other individuals registered with that Firm, and in accordance with the applicable privacy and books and records regulatory requirements. Redtail’s right to User Content is described in the Section “License Of Your User Content To Redtail”.
The Site and Services may be made available through agreements with certain Broker/Dealers or Registered Investment Advisers (“Firms”). Certain Firms have entered into agreements with Redtail that allow you to enter into these Terms and to access and use the Site and Services. Such Firms may assert ownership interests in materials posted with Redtail, and may require that Redtail enter into agreements that restrict your ability to access information generated while you are with that Firm or after you terminate your affiliation with the Firm. Redtail will enforce these agreements as directed by the Firm, solely as a ministerial function and does not make decisions as to the actual ownership of the User Content. Please consult with your Firm on any restrictions that you may have that restrict your access to User Content upon your termination with the Firm. By continuing to access the Site and utilize the Services hereunder pursuant to a Firm-specific promotion, you agree to this enforcement provision.
You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information or property (including images, text, page layout, and forms) of Redtail without the prior written consent of Redtail. All Redtail trademarks, service marks, trade names, logos, slogans, and other identifying marks appearing on the Site are the sole and exclusive property of Redtail. You may not use any metatags or any other “hidden text” utilizing our name, trademarks, service marks, or trade names without the prior written consent of Redtail. You may not use our names, trademarks, service marks, trade names, logos, slogans, or proprietary graphics, or any of the same confusingly similar to Redtail’s names, trademarks, service marks, trade names, logos, slogans, or proprietary graphics as any part of a link, in a way that discredits or disparages Redtail, nor in any case without the prior written consent of Redtail. Any unauthorized use shall result in the termination of any license or permission granted by Redtail. Except as expressly stated above, nothing contained herein shall be construed as granting, by implication, estoppel or otherwise, any license or right to the content of the Site or Services.
Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to other people. You represent and warrant that you have all necessary rights to the User Content and that the User Content and any User’s use and/or display of the User Content will not violate any third-party intellectual property right or violate any applicable law, rule or regulation, including any applicable privacy laws, rules or regulations. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Site, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Site.
These content standards apply to any and all use of Interactive Areas (as defined below) and User Content (the “Content Standards”). Without limiting the foregoing, User Content must not:
Redtail reserves the right, in its sole discretion, to remove any User Content which is in violation of the foregoing, or which, in the sole judgment of Redtail, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas, Services or the Site, or which may expose Redtail or its affiliates or its Users to any harm or liability of any type.
By posting or distributing User Content to or through the Site or Services, you (a) grant Redtail and its affiliates a non-exclusive, royalty-free, worldwide, sublicensable, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content on the Site, in the manner in and for the purposes for which the Site or Services from time to time uses such User Content; (b) represent and warrant that (i) subject to the applicable Books and Records Requirements or ownership rights of third parties including your broker/dealer or investment advisor, you own and control all of the rights in and to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Site; and (ii) the use and posting or other transmission of such User Content does not violate these Terms (including the license granted above to us and our affiliates) and will not violate any rights of or cause injury to any person or entity (including not infringing, violating or misappropriating the intellectual property rights of any third party or violating any applicable law, rule or regulation).
Without limiting the foregoing, if your User Content is intended for the use of other Users, you also grant us and our affiliates a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Site, as described in this Section.
You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not Redtail, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other user of the Site.
When your Redtail Account is terminated, your User Content will be handled in accordance with the applicable product terms and/or the DPA provisions governing data retention, as applicable, except for any User Content submitted to our forum or as comments on our blog, which may remain on the Site after Termination.
Notwithstanding the foregoing, you agree that Redtail may de-identify or aggregate User Content and other data related to the Site or Services provided by you to render it Anonymous Data (as defined below), which may then be used for the purposes of operating and improving Redtail’s and its affiliates’ products, services and operations, and other research, analytics, marketing and related purposes. Redtail may maintain Anonymous Data as part of its own records and information and such data shall no longer be subject to these Terms. Redtail will take reasonable measures to ensure that Anonymous Data cannot be re-identified or otherwise associated with a particular consumer or household. Additionally, Redtail commits to maintain and use Anonymous Data in de-identified form. Redtail contractually requires its contractors and service providers to comply with these requirements. “Anonymous Data” means data that has been de-identified and/or aggregated with other data to such an extent that none of Customer or any individual are identifiable.
Redtail grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access the Site and to view, copy and print the portions of the Service Content available to you on the Site. Subject to and conditioned on full compliance with all payment obligations, if you have purchased any Services, Redtail grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use such Services in accordance with the Terms and any other terms and conditions provided by Redtail to you in writing. All of the foregoing licenses are subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of any applicable Service or the Service Content, for your own use; (ii) you may not modify or otherwise make derivative works of the Site, the Service Content, or the Services, or reproduce, distribute or display the Site, any Service Content, or the Services (except for page caching) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Service Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; (v) you may not use the Site, the Service Content, or the Services other than for their intended purpose; and (vi) you agree not to circumvent, disable or otherwise interfere with the security-related features of this Site or the Services found at this Site (including without limitation, those features that prevent or restrict the use or copying of any Service Content).
Except as expressly permitted above, any use of any portion of the Service Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, these Terms and your Account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright, trademark or any other intellectual property laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to any Service Content or intellectual property rights, whether by estoppels, implication or otherwise. The licenses in this Section are revocable by Redtail at any time at Redtail’s sole discretion.
You represent and warrant that your use of the Site, the Service Content, and the Services will be consistent with this license and will not infringe, violate or misappropriate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.
To request permission for uses of Content not included in this license, you may contact Redtail at the address set out at the bottom of these Terms.
The Site may contain discussion forums, bulletin boards, review Services or other forums or interactive features in which you or third parties may post, submit, publish, display or transmit to other users content, messages, materials or other items on the Site (“Interactive Areas”). If Redtail provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. User Content submitted to any public area of the Site will be considered non-confidential and non-proprietary. By using any Interactive Areas, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site or Services in contravention of the Content Standards.
Redtail has a “zero-tolerance” policy towards SPAM: you may not use the Interactive Areas or the Site or Services generally to send commercial or other messages to any third-party if those messages are not solicited, authorized or welcomed by the third-party, and in your use of the Site you must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices.
You represent and warrant that you own or control all rights in and to the User Content or activity in the Interactive Areas and have the right to grant the license granted herein to us and our affiliates and that all such User Content or activity in the Interactive Areas do and will comply with these Terms. Any use of the Interactive Areas or other portions of the Site or Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas, Services and/or the Site.
If you have spent any time reviewing the Site, you will hopefully have noticed that we take reliability and security seriously. We put a great deal of effort into ensuring that our Service operates properly and that it is a secure environment for your data. We use what we believe to be reliable hosting Services and Security Technologies that we believe provide you with an environment designed to be secure and safe. More information about these Services and technologies is available on the Site and in our DPA.
However, no system is perfectly secure or reliable, the internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, your internet service provider, and other service providers cannot be assured. When you use Redtail, you accept these risks.
The Site may contain links to third-party websites (“Third-Party Sites”) and include third-party content (“Third-Party Content”) as a service to those interested in this information. Third-Party Sites include payment processors and other payment intermediaries that you may use in connection with your use of the Site or Services. Your use of links to Third-Party Sites, and any Third-Party Content or any other third party service provided are used at your own risk. Redtail does not monitor or have any control over, and makes no claim or representation regarding Third-Party Content or Third-Party Sites. Redtail provides these links only as a convenience, and a link to a Third-Party Site or Third-Party Content does not imply Redtail’s endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content. Redtail accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content, Third-Party Sites, or websites linking to the Site. You should review applicable terms and policies, including privacy and data gathering practices of any Third-Party Site and/or third party and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
Redtail may run advertisements and promotions from third parties or its affiliates on the Site and through the Services. Your business dealings or correspondence with, or participation in promotions of, advertisers other than Redtail, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Redtail is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Site or through the Services.
Redtail may use Customer’s logo and testimonials on Redtail’s marketing materials, customer lists and website. Any attributed testimonials shall be approved in writing by individuals quoted. Customer agrees to reasonably cooperate with Redtail to serve as a reference account upon request.
TO THE FULLEST EXTENT PROVIDED BY LAW, NEITHER WE NOR OUR AFFILIATES WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
THE SITE, THE SERVICE CONTENT, THE SERVICES AND ALL THIRD-PARTY CONTENT AND THIRD-PARTY SITES PROVIDED BY THE SITE OR SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “ AS AVAILABLE” BASIS WITHOUT WARRANTIES FROM REDTAIL OF ANY KIND, EITHER EXPRESS OR IMPLIED. REDTAIL, ITS AFFILIATES AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. REDTAIL DOES NOT REPRESENT OR WARRANT THAT (I) THE SITE, SERVICES, SERVICE CONTENT, THIRD-PARTY CONTENT, OR THIRD-PARTY SITES ARE ACCURATE , UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, (II) THE SITE, SERVICES, SERVICE CONTENT, THIRD-PARTY CONTENT, OR THIRD-PARTY SITES OR THE SERVER THAT MAKES THE FOREGOING AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR (III) THE SITE, SERVICES, SERVICE CONTENT, THIRD-PARTY CONTENT, OR THIRD-PARTY SITES OR ANY DATA, CONTENT, INFORMATION RESULTS OR ITEMS OBTAINED THEREFROM WILL OTHERWISE MEET YOUR EXPECTATIONS OR NEEDS; AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR PROPRIETARY CHARACTER OF THE SITE, THE SERVICES,THE CONTENT, THIRD-PARTY CONTENT, OR THIRD-PARTY SITES OR ANY PORTION THEREOF.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL REDTAIL, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY BREACH IN SECURITY CAUSED BY A THIRD PARTY ARISING OUT OF OR RELATING TO ANY ATTEMPT TO UTILIZE ANY FEATURE OF THE SITE OR ANY SERVICES.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL REDTAIL, ITS AFFILIATES, VENDORS OR ANY OTHER ENTITY AFFILIATED WITH REDTAIL, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY DAMAGES INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOST PROFITS, LOST DATA, OR LOSS OF USE) ARISING OUT OF OR RELATING TO USE OF OR INABILITY TO USE THE SITE, ANY SERVICE, OR ANY INFORMATION CONTAINED WITHIN THE SITE OR STORED OR MAINTAINED BY REDTAIL. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF REDTAIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE LIABILITY OF REDTAIL IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IN NO EVENT SHALL THE TOTAL LIABILITY OF REDTAIL, ITS LICENSORS, OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, OR AFFILIATES, TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THIS SITE OR ANY SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT YOU PAID TO REDTAIL IN CONNECTION WITH THE APPLICABLE EVENT, OR PURCHASE GIVING RISE TO SUCH LIABILITY IN THE SIX (6) MONTHS PRECEDING SUCH CLAIM. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL REDTAIL, ITS LICENSORS, OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, OR AFFILIATES, HAVE ANY LIABILITY FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR OTHERWISE INCURRED IN CONNECTION WITH THE LOSS OF ANY DATA OR INFORMATION CONTAINED IN YOUR ACCOUNT OR OTHERWISE STORED BY OR ON BEHALF OF REDTAIL.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS SITE, ANY SERVICE OR THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
YOU UNDERSTAND AND ACKNOWLEDGE THAT REDTAIL WOULD NOT BE ABLE TO PROVIDE THE SITE OR THE SERVICES ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THE FOREGOING EXCLUSIONS, LIMITATIONS, AND DISCLAIMERS OF WARRANTIES LIABILITY, AND THAT ACCORDINGLY, SUCH EXCLUSIONS, LIMITATIONS, AND DISCLAIMERS REFLECT A REASONABLE ALLOCATION OF RISK UNDER THE CIRCUMSTANCES, AND WILL APPLY TO THE GREATEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.
You shall defend, indemnify and hold harmless Redtail, its affiliates, their sponsors, licensors, contractors, advertisers, vendors or their partners, and any of their successors or assigns, and any of their respective officers, directors, agents or employees (the “Released Parties”) from any loss, damages, liabilities, costs, fines, penalties, expenses, claims, proceedings or fees (including reasonable attorneys’ fees) arising out of or relating to: (i) your, your customer’s or any Users use of the Site, the Services or the Service Content (including any information obtained therefrom); (ii) any alleged breach of these Terms by you, or (iii) your User Content.
Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any of the following ways. First, we may email you at the contact information you provide in your Registration Data. Second, we may post a notice to Users and Customers in the dashboard area of your Account on the Site. Third, we may post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.
If you or any User on your Account send to Redtail or post on the Site in any public area any information, suggestions, feedback, ideas, inventions, concepts, techniques or know-how (“Feedback”), then you hereby grant us and our affiliates a non-exclusive, perpetual, irrevocable, fully-transferable, fully-sublicensable, worldwide right and license to use such Feedback for any purpose, including the developing, manufacturing and/or marketing products or services incorporating such information, without acknowledgement or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the Feedback. We actively review Feedback for new ideas. If you wish to preserve any interest you might have in your Feedback, you should not post them to the Site or send them to us.
We make no representation that information on this Site or any Service is appropriate or available for use outside the United States. Those who choose to access this Site or use any Service from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable and agree to indemnify Redtail and the other Released Parties for your failure to comply with any such laws.
Redtail respects the intellectual property rights of others and is committed to complying with United States copyright laws. Redtail’s policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). The DMCA provides recourse for owners of copyrighted material who believe their rights under United States copyright law have been infringed on the Internet.
If you believe that any content has been posted on the Site in a manner that constitutes copyright infringement, please notify us by providing our designated Copyright Agent with the written information specified below:
– A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
– A description of the copyrighted work(s) claimed to have been infringed;
– A description of the material on the Site that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
– Information reasonably sufficient to permit us to contact you, such as your address, telephone number and e-mail address;
– A statement by you that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
– A statement by you that the information in your notice to us is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
– For Redtail’s designated Copyright Agent for notice of claims of copyright infringement contact the Legal Department via email at firstname.lastname@example.org.
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY PROVIDE THAT YOU AND REDTAIL AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.
a) Applicability of Arbitration Agreement. In this Section (the “Arbitration Agreement”), if you are a Customer in the United States (including its possessions and territories), you and Redtail agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms and/or any use of the Site or any Service, including any claim against any Redtail affiliate or licensor that cannot be resolved in small claims court will be fully and finally resolved by binding arbitration on an individual basis. The phrase “all claims and disputes” also includes claims and disputes that arose between us before the effective date of these Terms. In addition, all disputes concerning the arbitrability of a claim (including disputes about the scope, applicability, enforceability, revocability, or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.
b) Arbitration Rules. You agree that, by agreeing to these Terms, the U.S. Federal Arbitration Act, including its procedural provisions, governs the interpretation and enforcement of this dispute-resolution provision, and not state law. Arbitration will be conducted by JAMS, Inc. (“JAMS”) (https://www.jamsadr.com/) If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum, and if they cannot agree, will ask the court to appoint an arbitrator pursuant to 9 U.S.C. § 5. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
c) Further Arbitration Rules and Process. If you elect to seek arbitration, you must first send to us, by certified mail, a written Notice of your claim (“Notice”). The Notice must be addressed to: Redtail Technology, Inc. 17605 Wright Street, Omaha, NE 68130 (“Notice Address”). If we initiate arbitration, we will send a written Notice to the email address that is associated with your Account. A Notice, whether sent by you or by us, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If we and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or we may commence an arbitration proceeding. The arbitration will take place exclusively through JAMS and any arbitration hearings will take place in New York County, New York, before and in accordance with the arbitration rules of JAMS in existence at that time; provided, however, that the foregoing shall in no way limit or restrict a party’s right to enforce an arbitration award in any court of competent jurisdiction.
d) Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
e) Fees. JAMS sets forth fees for its services, which are available at https://www.jamsadr.com/arbitration-fees.
f) Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and Redtail. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Redtail.
g) Waiver of Jury Trial. YOU AND REDTAIL WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Redtail are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Redtail over whether to vacate or enforce an arbitration award, YOU AND REDTAIL WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding any other provision of this Agreement, the Arbitration Agreement or JAMS’ Rules, disputes regarding the interpretation, applicability, or enforceability of this waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in in the “Applicable Law and Venue” section below. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
i) Right to Waive. Any rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this Arbitration Agreement.
j) Small Claims Court. Notwithstanding the foregoing, either you or Redtail may bring an individual action in small claims court.
k) Arbitration Agreement Survival. This Arbitration Agreement will survive the termination of your relationship with Redtail.
Customer and Redtail acknowledge and agree that both parties benefit from establishing a predictable legal environment in regard to the Site and the Services. Therefore, you and Redtail explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site or any Service will be governed by the laws of the State of Delaware and the federal laws of the United States of America applicable therein. For any claims not subject to mandatory arbitration pursuant to these Terms, you agree to submit to the exclusive jurisdiction of the courts of the State of Delaware or, if appropriate, the United States District Court for the District of Delaware for resolution of any dispute, action or proceeding arising in connection with these Terms, and you further irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding. Redtail will be entitled to recover its court costs and reasonable attorneys’ fees and expenses incurred in successfully proving any breach of any term of these Terms.
Redtail shall not be deemed in default hereunder or liable for any loss or damage resulting from delays in performance or from failure to perform or comply with the terms of these Terms due to any causes beyond its reasonable control, which causes include, but are not limited to, acts of God or the public enemy; riots and insurrections, war, accidents, fire, floods, natural disasters, strikes, lockouts and other labor difficulties, embargoes, general inability to obtain necessary energy, components or machinery, cybersecurity attacks, DDOS attacks, ransomware, pandemics, epidemics, mandated quarantines, supply chain issues, or emergency acts of civil or military authorities; provided, however, if the delay or failure of performance exceeds thirty (30) days, you may terminate use of the Services without liability for such termination upon written notice to Redtail.
By virtue of your use of the Site and Service, the parties may have access to each other’s Confidential Information. “Confidential Information,” as used in these Terms, means any written, machine-reproducible and/or visual materials, whether labeled as proprietary, confidential, or with words of similar meaning or not, and all information that is orally or visually disclosed, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Redtail Confidential Information includes, without limitation, any aggregated or usage data, information or data of affiliates, customers, vendors and other third parties, information or data in or of the Services, including the content therein, including any products or their code whether in source or executable code, documentation, pricing, business plans, techniques, methods, processes, and the results of any performance tests of the Service. Customer Confidential Information includes your User Content, except for any User Content submitted to Interactive Areas of the Site or Services, as set forth herein.
Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence.
Use and Nondisclosure.
During the Term and thereafter, you shall not make Confidential Information of Redtail (or of Redtail’s affiliates, customers, vendors and other third parties) available to any third party or use such Confidential Information for any purposes other than to your employees, agents and permitted subcontractors who have a need to know such information in exercising your rights and performing your obligations under these Terms. You shall take all reasonable steps to ensure that such Confidential Information is not disclosed or distributed by your employees, agents or permitted subcontractors in violation of the terms of these Terms, but in no event will you use less effort to protect such Confidential Information than you use to protect your own Confidential Information of like importance. You will ensure that any employees, agents or subcontractors that are permitted to access any such Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information you must provide Redtail with sufficient advance notice of the agency’s request for the information to enable Redtail to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information. Redtail shall reciprocate the above with respect to Redtail’s handling of your Confidential Information.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Redtail may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Redtail, and any such attempted assignment will be void and unenforceable. These Terms, together with any applicable Product Addenda, and other documentation incorporated into these Terms, constitute the entire agreement between you and Redtail regarding your use of the Site and Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Redtail regarding your use of the Site. The Section headings in these Terms are for convenience only and must not be given any legal import. Neither the course of conduct between you and Redtail, nor trade practice, shall act to modify any provision of these Terms.
No waiver of any of these Terms is binding unless authorized in writing by an officer of Redtail. In the event that Redtail waives a breach of any provision of these Terms, such waiver will not be construed as a continuing waiver of other breaches of the same nature or other provisions of these Terms and will in no manner affect the right of Redtail to enforce the same at a later time. Further, in the event we choose to grant an exception to these Terms, any such exception is in our sole discretion and does not entitle you or anyone else to any exceptions in the future for similar circumstances.
This Site may contain typographical errors or inaccuracies and may not be complete or current. Redtail therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice. Please note that such errors, inaccuracies or omissions may relate to pricing and availability, and we reserve the right to cancel or refuse to accept any order placed based on incorrect pricing or availability information.
The following Sections shall survive the termination or expiration of these Terms: “Changes or Modifications” “Fees and Charges”, “Ownership, Copyrights and Trademarks”, “License of Your User Content to Redtail”, “Links to Other Sites”, “Advertisements and Promotions; Publicity”, “Warranty Disclaimer”, “Limitation of Liability”, “Indemnity”, “Communications” (second paragraph only), “Arbitration”, “Applicable Law and Venue”, “Confidentiality” and “Miscellaneous”.
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
If you have any questions regarding these Terms or your use of the Site, please contact us here:
Redtail Technology, Inc.
Attention: Legal Department
17605 Wright Street
Omaha, NE 68130