BY ACCESSING OR USING ANY PART OF REDPOINT HQ SERVICES, OR BY COMPLETING ANY SUBSCRIPTION REGISTRATION PROCESS, YOU (1) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, AND (2) CONFIRM THAT YOU ARE OF LEGAL AGE AND NOT PROHIBITED BY LAW FROM USING THE SERVICES.

Acceptance of Terms

These Terms of Service (“Terms”) constitute a legal agreement between you and Redpoint, Inc. (“Redpoint”) governing your use of the Redpoint HQ product, software, services, and website (the “Services”). By accessing or using the Services, or by completing the registration process, you accept these Terms. If you do not agree to any part of these Terms, you may not use the Services.

Subscription Services

“Subscription Services” are the ongoing, fee-based access to the Services and associated features, provided as long as your subscription is active. Redpoint grants the subscribing customer (the “Customer”) non-exclusive access to the Subscription Services as outlined in the registration form (the “Subscription Form”). Customer agrees that subscribing to the Services is not contingent upon delivery of any future features or functionality, nor dependent on any public statements about potential enhancements.

Restrictions

Customer agrees to use the Subscription Services solely for internal business purposes. Customer may not: resell, copy, frame, mirror, timeshare, or allow third-party access to the Subscription Services without explicit written consent. Customer will not reverse engineer, decompile, disassemble, or attempt to discover the source code; disrupt the integrity or performance of the Services; attempt unauthorized access; modify, create derivative works; or remove proprietary notices. Additional restrictions may be noted in the Subscription Form.

Technical Support

Redpoint will provide reasonable technical support (“Technical Support”) per standard practices. Technical Support addresses issues related to the Subscription Services, not general training or support for third-party products (“Other Assistance”). If Customer requires Other Assistance, it will be billed at Redpoint’s current rates. Hardware or external issues will not be covered, and additional support may be billed accordingly.

Interfaces with Third-Party Systems

Interfaces with third-party systems may be available as specified in Service documentation. Redpoint will make these interfaces available per the Subscription Form, with Customer acting as the liaison between Redpoint and third-party vendors as needed. Customer is responsible for ensuring any third-party vendor cooperation and licensing obligations.

Custom Development and Enhancement Requests

These Terms do not include custom development or modifications. Custom development must be agreed upon separately, and Redpoint retains full discretion over any enhancement or modification requests.

Payment Terms

Customer agrees to pay all fees as specified in the Subscription Form(s) in the listed currency. Fees for additional services will be charged at Redpoint’s current rates unless specified otherwise. Payments are due upon receipt unless otherwise stated on the invoice, and all fees exclude taxes (see section labeled “Taxes”). Redpoint provides no credits or refunds for fees due or paid.

Invoice disputes must be raised in good faith, in writing, by the invoice due date; otherwise, the invoice will be deemed accepted and payable. Redpoint and Customer will make reasonable efforts to resolve disputes within 30 days. Unpaid, undisputed amounts will incur a late fee of the greater of 1% of the unpaid balance or $25, with a $25 charge for failed auto-pay attempts due to customer-related issues.

In cases of non-payment, Redpoint may suspend services with five (5) days’ notice until payment is received. Redpoint retains the right to pursue additional remedies as per this Agreement.

Taxes

Customer is responsible for all applicable taxes related to the purchase of services, except for taxes based on Redpoint’s income, property, or employees. If Redpoint is required to collect taxes on Customer’s behalf, such amounts will be invoiced based on Customer’s address in the Subscription Form. Customer must provide a valid tax exemption certificate at least five (5) business days before the invoice due date to avoid tax charges.

All payments to Redpoint are made in full, without tax withholdings. If required by law, Customer will gross up payments so Redpoint receives the full fee amount. Upon request, Customer will provide proof of tax payments. If Redpoint incurs costs related to import duties or permissions, Customer will reimburse these in full.

Third Party Components

To use the Subscription Services, Customer may require third-party components, as listed in the Subscription Form. Redpoint is not responsible for implementing or managing these components.

Ownership

Customer retains ownership of all data submitted to the Subscription Services (“Customer Data”). Redpoint retains ownership of all intellectual property rights in the Subscription Services, including software (excluding Third-Party Components), enhancements, and technology developed in connection with the Subscription Services.

Customer Input

Customer grants Redpoint a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use any suggestions, recommendations, or feedback provided by Customer (“Customer Input”) for improvements to the Subscription Services. Redpoint has no obligation to use Customer Input.

Use of Logo for Promotional and Marketing Materials

Unless otherwise stated in the Subscription Form, Customer allows Redpoint to use its trademark, logo, and trade name (“Branding”) in marketing materials. This permission can be revoked by Customer with 30 days’ written notice. Redpoint retains ownership of all promotional materials, and prior-printed materials with Customer’s Branding may continue to be used.

Confidentiality

“Confidential Information” includes information designated as confidential or reasonably understood to be so. Customer’s Confidential Information includes Customer Data; Redpoint’s Confidential Information includes details about the Subscription Services; and both parties’ Confidential Information includes the terms and pricing of this Agreement.

The Receiving Party will protect Confidential Information with at least the same level of care as its own confidential information, using it solely for purposes under this Agreement and limiting access to necessary personnel. Disclosure to third parties is allowed only with prior written consent, except to affiliates, legal counsel, and accountants, who are bound by similar confidentiality obligations.

If required by law to disclose Confidential Information, the Receiving Party will notify the Disclosing Party (if legally permitted) and assist in any contest to such disclosure. The Disclosing Party will reimburse reasonable costs associated with providing access to Confidential Information if required by a legal proceeding.

Data

Customer is responsible for the accuracy, legality, and integrity of all Customer Data submitted. Customer may not upload data that is infringing, harmful, threatening, libelous or otherwise unlawful or tortious material. Customer grants Redpoint a royalty-free license to use Customer Data solely for performing Subscription Services.

Redpoint may collect and analyze aggregated and de-identified data from the Subscription Services to improve and develop the Services, disclose data in aggregate for business purposes, and, if applicable, adhere to the attached Data Processor Addendum for EU data protection compliance.

Indemnification

Customer will defend, indemnify and hold Redpoint, its parents, subsidiaries, affiliates, agents, officers, directors, members, employees, successors and assigns harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of (a) Customer use of the Services and or Subscription Services, (b) any data files and content stored by Redpoint and Services, and otherwise on the Redpoint servers and (c) any violation of the by Customer.

Warranty & Warranty Disclaimer

Limited Warranty: Redpoint warrants that the Subscription Services will materially conform to the provided documentation. Redpoint will work to correct any non-conformities reported by Customer. Redpoint also commits to reasonable efforts to ensure prompt service delivery, but is not liable for issues due to Internet connectivity or Customer’s own systems.

System Requirements: Redpoint is not responsible for failures due to Customer’s non-compliance with system requirements.

Warranty Limitation: Warranty does not cover issues caused by unauthorized use or alterations, incompatible software, or Customer’s hardware issues.

Disclaimer: Except as explicitly stated, Redpoint provides the Services “as is” without other warranties, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Redpoint’s warranties do not cover third-party software or hardware provided with the Services. This disclaimer may vary depending on jurisdictional consumer protection laws.

Limitation of Liability

Except for cases involving (i) Customer’s breach of the section labeled “Restrictions”, (ii) indemnity obligations under the section labeled “Indemnification”, (iii) personal injury or death due to gross negligence, or (iv) fraud, Redpoint’s liability for direct damages is limited to the amount paid by Customer in the 12 months preceding the incident. Neither party will be liable for special, indirect, or consequential damages, including lost profits or data, even if advised of such possibilities. These limitations apply regardless of contract or tort claims and constitute the agreed risk allocation between the parties.

Term and Termination

Term of Agreement: This Agreement begins on the Effective Date or upon Subscription Service access and lasts until all subscriptions expire or are terminated.

Subscription Renewal: Unless otherwise stated, subscriptions renew automatically unless either party provides notice at least 30 days before the end of the term.

Termination by Customer: Customer may terminate if Redpoint defaults and fails to cure within 30 days or if Redpoint becomes insolvent.

Termination by Redpoint: Redpoint may terminate for Customer’s breach if uncured within 30 days or immediately for specific defaults, including breach of section labeled “Restrictions” or insolvency. Redpoint may also terminate if Customer becomes a competitor, or is acquired by a competitor.

Failure to Pay Fees: If Customer fails to pay, Redpoint may end the Agreement immediately or allow renewal with fees still due.

Early Termination: Early termination by Customer requires payment of fees for the remainder of the term as liquidated damages.

Data Portability and Deletion: Upon request within 30 days of termination, Redpoint will provide Customer Data for export. After 30 days, Redpoint is not obligated to retain Customer Data.

Survival: Key provisions, including payment, ownership, confidentiality, indemnification, warranty disclaimers, and limitation of liability, will survive termination.

Assignment

Neither party may assign its rights or obligations without prior written consent from the other party, except for assignments in connection with a merger, acquisition, or sale of assets. For Customer, assignments require all payments to Redpoint to be current and assignment documents executed. If a party undergoes a change of control to a competitor of the other party, the other party may terminate the Agreement upon notice. Unauthorized assignments are void. Permitted assignees assume all obligations under this Agreement.

Governing Law

This Agreement is governed by Washington state laws, excluding conflicts of law provisions. The parties agree to the jurisdiction of Pierce County, Washington, courts for disputes arising from this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Dispute Resolution

Parties will use their best efforts to amicably resolve any dispute. If unresolved, disputes will proceed to binding arbitration in Pierce County, Washington, by a single arbitrator of the American Arbitration Association. The arbitrator’s decision is final, and each party bears its share of arbitration costs. Each party shall be responsible for its share of the arbitration fees in accordance with the applicable Rules of Arbitration. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’s award, the other party is entitled to costs of suit, including a reasonable attorney’s fee for having to compel arbitration or defend or enforce the award, in addition to any damages and attorney’s fees that may be awarded pursuant to this Agreement. You consent to the venue and exclusive jurisdiction of the state and federal courts located in the judicial district of Pierce County, Washington, U.S.A., to enforce any arbitral award.

You agree to waive any otherwise applicable statutes of limitations and instead, will commence any claim or cause of action arising under or otherwise occurring by reason of this Agreement within one (1) year after the claim or cause of action arises or such claim or cause of action is forever barred.

General Provisions

Export Compliance: Each party affirms compliance with export laws and denies any presence on U.S. government-denied party lists. Customer shall not permit access or use of the Subscription Services in a U.S.-embargoed country, EU-embargoed country, and United Nations-embargoed country or in violation of any other applicable embargo, export law or regulation

Anti-Corruption: No improper payments or gifts have been exchanged in relation to this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above. If a violation is suspected, Customer will notify Redpoint.

Modifications: This Agreement may not be modified except in writing signed by both parties.

Subcontractors: Redpoint may use subcontractors without altering its obligations.

Independent Contractor: This Agreement establishes an independent contractor relationship. Neither party may bind the other on behalf of the other party.

Force Majeure: Neither party is liable for delays or failures caused by events beyond their control, with reasonable notice and efforts to resolve the issue.

Severability: If any part of this Agreement is deemed invalid, remaining provisions remain effective.

Headings: Section headings are for convenience only and do not affect interpretation.

Notices: Notices are effective immediately upon digital delivery or personal delivery, or three days after mailing. Notices to Redpoint go to its corporate address; Customer’s notices go to its address given upon registration for the Services.

Waiver: Delays or failures to enforce rights do not waive them; waivers require written form.

Third-Party Rights: Only parties to this Agreement have rights to enforce it.

Entire Agreement: This Agreement supersedes all prior proposals, negotiations, and communications. Customer-issued purchase orders are excluded unless explicitly accepted by Redpoint.