Red Shed Technology Corp.
Terms & Conditions
The mobile application hosted and maintained by Red Shed Technology Corp. (“Red Shed”) as a software-as-a-service “SaaS” service (“Application”) is governed by these Terms & Conditions (“Terms”). Please note that if you are acquiring access through your company and your company is under a master services agreement with Red Shed, the terms of such master services agreement shall control to the extent of any conflict with these Terms. By using the Application, you signify your assent to these Terms. If you do not agree to all of these Terms, do not use the Application.
Red Shed may modify these Terms at any time, and such modifications shall be effective immediately upon posting of the modified Terms. Your continued use of the Application will mean you accept these modified Terms.
- Description of Services. Red Shed agrees to provide access to the Application based on your download of the applicable iPhone, Android or other mobile application. The Application is proprietary to Red Shed and is protected by intellectual property laws and other laws. Your access to the Application is licensed and not sold. Subject to the timely payment of all fees, if any, and compliance with the Terms, Red Shed agrees to provide you with a personal, non-transferable account that enables you to access and use the Application. You acknowledge and agree that the Application is provided by Red Shed and not any third party mobile application store (e.g. Apple) and that Red Shed is solely liable and responsible for the Application provided to you under these Terms.
- SaaS Services Use Rights and Restrictions.
- Rights. Red Shed hereby grants you a limited, non-exclusive, non-transferable right to use the Application only for your own purposes on any mobile device that you own or control in accordance with these Terms and for an iPhone or iPad touch only as permitted by the Usage Rules set forth in the App Store Terms of Service which you acknowledge that you have had an opportunity to review.
- No Copies. You shall have no right to make or use additional copies of the Application. Your access to any Red Shed documentation is solely for your use with the Application. Without the prior written permission of Red Shed (or its applicable supplier), you may not publish, copy, reproduce, distribute, transfer, upload, post, transmit, or otherwise use, in whole or in part, any content contained on or provided through the Application. Requests for Red Shed's permission to publish, copy, reproduce, distribute, transfer, or otherwise use such content may be sent to Red Shed.
- Restrictions. Except as otherwise permitted under these Terms, you shall not (and shall not assist any third party to): (a) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or derive any source code (or underlying ideas, algorithms, structure or organization) from the Application or from any other information by any means whatsoever; (b) distribute, disclose or allow use of any of the Application in any format through any timesharing device, service bureau, network or by any other means, to or by any third party; or (c) modify or create a derivative work of the Application or any portion thereof.
- No Spam. You agree that you will not upload or transmit any communications or content of any type through the Application that infringe or violate any rights of any party. By submitting communications or content through the Application or by email to Red Shed, you agree that such submission is non-confidential for all purposes. You may not use the Application to send unsolicited commercial email to any person.
- Ownership of Software and Customizations. The Application and all derivatives shall be and remain the property of Red Shed or third parties which have granted Red Shed the right to license the Application and you shall have no rights or interests therein except as set forth in these Terms. You acknowledge and agree that Red Shed (and not any third party mobile application store provider) shall be solely responsible to investigate, defend, settle and discharge any third party claims that the Red Shed Services and/or Application infringes any United States patent right, copyright, trade secret or other intellectual property right of such third party. You agree to notify Red Shed immediately in writing of any such claim and to cooperate as necessary in the defense and settlement of such claim.
- Ownership of Data. Red Shed acknowledges that you own all right, title and interest in, and retain the copyright and other intellectual property rights in all your data uploaded or entered through the Application by you (“User Data”). You hereby grant Red Shed and, if you acquire access through your company, your company the right to use your name, company, phone number and email for marketing and communication purposes through the Application. In addition, Red Shed reserves the right to use User Data for statistical analysis and usage reports and may provide the same to your company. You acknowledge that Red Shed and/or its suppliers own all right, title and interest in, and retain any copyright and other intellectual property rights in all content provided through the Application and collected, developed or licensed by Red Shed and/or its suppliers for use in conjunction with the Application (collectively “Red Shed Data”). You agree not to change or delete any copyright or proprietary notice from Red Shed Data, content contained on or provided through the Application or any site accessible through the Application.
- Application Access and Support.
- Application Access. Subject to the Terms, Red Shed will use its commercially reasonable efforts to provide access to the Application twenty-four (24) hours a day, seven (7) days a week throughout your Services Term. You agree that from time to time the Application may be inaccessible or inoperable for various reasons, including: periodic maintenance procedures or upgrades (“Scheduled Downtime”); Application malfunctions; and causes beyond the control of Red Shed or which are not reasonably foreseeable by Red Shed, including the interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures (collectively “Non-Scheduled Downtime”). Red Shed shall provide at least twenty-four (24) hours notice by posting notice to the sign-in screen in the event of any Scheduled Downtime. Red Shed shall use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the Services in connection with Non-Scheduled Downtime.
- Support. In the event that Red Shed discovers or is notified by you of the existence of any Non-Scheduled Downtime, Red Shed will take all actions reasonably necessary to determine the source of the problem. If the source of the problem is outside of the control of Red Shed, then Red Shed will use commercially reasonable efforts to notify the party(ies) responsible and cooperate with such party(ies) to resolve the problem as soon as possible. If the source of the problem is within the control of Red Shed, then Red Shed will use best efforts to resolve the problem within four (4) hours of determining the source of the Non-Scheduled Downtime. Red Shed will provide support, by telephone or e-mail, to you during scheduled support time from 8:00 AM to 5:00 PM CT Monday through Friday, excluding holidays. You acknowledge and agree that no third party mobile application store provider (e.g. Apple) has any obligation whatsoever to furnish any maintenance and support services with respect to the Application provided under these Terms.
- Application Limitations.
- Access. You shall be solely responsible for providing, maintaining and ensuring compatibility with the Application access requirements, all hardware, software, electrical or other physical requirements for your use of the Application, including without limitation, mobile devices, telecommunications and internet service provider access, connections, links, web browsers or other equipment, programs and services required to access the internet or to use the Application. You acknowledge and agree that from time to time the Application may be inaccessible or inoperable for any reason, including without limitation: (i) equipment malfunctions, (ii) periodic maintenance procedures or repairs; or (iii) other causes beyond our control. Additionally, because the Application is accessed via the internet or a mobile carrier, you may have connection issues due solely to your own internet or telecommunications service provider or other technological access requirements. Red Shed is not responsible for any third party access requirements (e.g. your mobile telecommunications service provider).
- Supplier Limitation. You agree that the Application is proprietary to Red Shed, but access to the Application may include hardware, software elements and other proprietary materials from Red Shed suppliers and agents that may be subject to license restrictions. Consequently, your access to the Application may be subject to the license limitations of Red Shed’s suppliers and agents. You acknowledge and agree that no third party mobile application store provider (e.g. Apple) is a Red Shed supplier as used in these Terms and that such third party mobile application store providers have no liability or obligation with respect to the Application provided under these Terms.
- Term/ Termination.
- Term. Your Application use rights will commence upon the download and activation of a Red Shed account and will continue to be available as long as fees, if any, have been paid in accordance with the account terms for the current Services period (each a “Services Term”).
- Termination. Your Services account may be terminated in the following ways:
- You may terminate your Services account at any time by providing notice to Red Shed at least five (5) days prior to the end of the current Services Term. You acknowledge that any fees paid for a current Services Term shall not be refunded.
- Red Shed may terminate your Services account at any time upon notice: (i) for failure to pay Services fees, if any, for the current Services Term; or (ii) your material breach of these Terms.
- DISCLAIMER. AS NOTED IN THESE TERMS, THE APPLICATION AND ANY INFORMATION CONTAINED ON OR PROVIDED THROUGH THE APPLICATION ARE PROVIDED ON AN “AS IS” BASIS. ANY ACCESS TO THE APPLICATION IS VOLUNTARY. RED SHED WILL REGARD ALL ACCESS AS VOLUNTARY AND AT YOUR SOLE RISK. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT NEITHER RED SHED (INCLUDING ITS SUPPLIERS AND AGENTS) NOR ANY COMPANY UNDER A MASTER SERVICES AGREEMENT WITH RED SHED SHALL BE LIABLE IN ANY WAY FOR YOUR USE OF THE APPLICATION OR INFORMATION PROVIDED THROUGH THE APPLICATION, INCLUDING DATA FROM A THIRD PARTY DATA PROVIDER, AND THAT ALL SUCH USE IS PROVIDED ON AN “AS IS” BASIS AT YOUR SOLE RISK, INCLUDING ANY THIRD PARTY CLAIMS ARISING OUT OF YOUR USE OF EITHER THE APPLICATION OR INFORMATION PROVIDED THROUGH THE APPLICATION.
- LIMITATIONS ON LIABILITY. RED SHED DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE APPLICATION OR THE DATA PROVIDED THROUGH THE APPLICATION. RED SHED DOES NOT WARRANT THAT THE APPLICATION WILL BE UNINTERRUPTED, TIMELY, AND SECURE OR ERROR FREE. NEITHER RED SHED NOR ANY COMPANY UNDER A MASTER SERVICES AGREEMENT WITH RED SHED NOR ANY THIRD PARTY DATA PROVIDER MAKES ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE DATA PROVIDED THROUGH THE APPLICATION ITSELF. Some jurisdictions do not allow the exclusion of implied warranties, so this exclusion may not apply to you.
- LIMITATIONS ON LIABILITY FOR THIRD PARTY MOBILE APPLICATION STORE PROVIDERS. YOU ACKNOWLEDGE AND AGREE THAT THIRD PARTY MOBILE APPLICATION STORE PROVIDERS HAVE NO OBLIGATION FOR ANY WARRANTY, EXPRESS OR IMPLIED OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT, OR ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICES AND/OR SOFTWARE PROVIDED UNDER THESE TERMS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT WHILE SUCH THIRD PARTY MOBILE APPLICATION STORE PROVIDERS MAY AGREE TO REFUND THE PURCHASE PRICE FOR THE APPLICATION PROVIDED UNDER THESE TERMS, SUCH PROVIDERS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHALL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE APPLICATION, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY UNDER THESE TERMS WILL BE SOLELY AS PERMITTED UNDER THESE TERMS.
- DAMAGE LIMITATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RED SHED (INCLUDING ITS SUPPLIERS AND AGENTS) OR ANY COMPANY UNDER A MASTER SERVICES AGREEMENT WITH RED SHED BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, RESULTING FROM ANY LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, LITIGATION, OR ANY OTHER PECUNIARY LOSS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE DATA PROVIDED BY A THIRD PARTY PROVIDER, THE APPLICATION, WITH THE DELAY OR INABILITY TO USE THE APPLICATION, OR WITH THE PROVISION OF OR FAILURE TO MAKE AVAILABLE ANY CONTENT CONTAINED ON OR PROVIDED THROUGH THE APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You acknowledge and agree that neither Red Shed nor its suppliers or agents are liable for any personal injury, including death, caused by your use or misuse of the Application or content provided through the Application. If the foregoing limitations as to direct damages are not permitted in the relevant jurisdiction, Red Shed, its suppliers and agents shall be liable only to the extent of verifiable, actual damages incurred by you directly related to the subscribed for and paid for the Application, not to exceed the fees you actually paid for the Application in the two (2) months prior to the date of the event giving rise to such damages. Any claims arising in connection with your use of the Application, content, or the Application must be brought within one (1) year of the date of the event giving rise to such action occurred. Remedies under this Agreement are exclusive and limited to those expressly provided for in this Agreement. If you are dissatisfied with the Application, your sole and exclusive remedy shall be for you to discontinue use of the Application and terminate your Services account.
- FUNDAMENTAL AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND THE APPLICATION WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS OF LIABILITY.
- Charges and Fees. You are responsible for paying the fees, if any, associated with the Services account as noted in the account set up terms. All fees are exclusive of sales and other taxes and you are responsible for payment of any applicable federal, state, local and city taxes. You shall not be liable for any taxes based on Red Shed’s net income. Red Shed reserves the right to modify or terminate Services accounts, the Application, fees or establish new fees for the Application at any time for any or no reason upon posting such modifications or by posting notice of termination through the Application and/or notifying you directly, including but not limited to notification via email.
- Credit Card Payments. If you elect to pay for fees, if any, by credit card, you are responsible for providing a valid credit card number at the time you register to pay. You represent and warrant that you are an authorized user of the credit card number provided, and you agree to pay all charges resulting from your account for the Application ordered at the fees then in effect, including any unauthorized charges incurred prior to your notice to Red Shed of such charges. You agree that Red Shed may pass your credit card information and personally identifiable information to Red Shed’s designated service provider(s) for their use in processing the credit card payment for the Application.
- Passwords/Security. You shall be solely responsible for the security, confidentiality and integrity of all messages and the content that you receive, transmit or store via the Application. Red Shed has several tools that allow you to record and store information. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your account or password. You agree to bear all responsibility for the confidentiality of your password and all use or charges incurred from use of the Application with your password.
- Confidentiality. You shall hold all nonpublic technical or business information regarding Red Shed’s Application, as well as any Services account access information provided by to You by a company under a master services agreement with Red Shed (collectively “Confidential Information”) in trust and confidence and You agree that it shall be used solely for your internal use of the Application, and it shall not be disclosed to any third party under any circumstances whatsoever. You shall use a reasonable standard of care to prevent unauthorized disclosure, use or publication of such Confidential Information.
- Compliance with Applicable Laws. You agree that you will not use the Application for activities prohibited by state or federal law or other applicable rules or regulations. You represent and warrant that: (i) you are not located in a country that is subject to U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- Notices. Notices under these Terms shall be in writing and shall be deemed given when: (i) delivered personally; (ii) on the date sent by facsimile or e-mail to the number or e-mail address provided through your account; or (iii) three (3) business days after the date sent by certified mail, postage prepaid with return receipt requested. Notices to Red Shed shall be made to: Red Shed Technology Corp., c/o Hellmuth & Johnson PLLC, 8050 West 78th Street, Edina, MN 55439. You may also contact Red Shed via telephone at 952-236-4488 or by email at email@example.com with any Services questions or comments.
- Third Party Beneficiary. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that upon your acceptance of the terms and conditions in these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary hereof.
- Indemnification. You agree to indemnify, defend, and hold harmless Red Shed and its officers, directors, employees, agents licensors, and suppliers from any liability, loss, claim, action, demand, and expense (including reasonable attorneys' fees) resulting from, or alleged to result from, your violation of these Terms.
- Agreement. Unless you are an employee, agent or authorized user of a company under a master services agreement with Red Shed Technology, these Terms constitute the entire agreement and understanding among the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, inducements and conditions expressed or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. These Terms shall be binding upon and inure to the benefit of the parties, their successors, and assigns.
- Governing Law/Jurisdiction. Red Shed is based in Minnesota. Red Shed makes no claims that Red Shed’s Application or content provided through the Application are appropriate or may be downloaded outside of the United States. Access to the content may not be legal by certain persons or in certain countries. If you access the Application from outside the United States, you do so at your own risk and are responsible for compliance with laws of your jurisdiction. These Terms and the resolution of any dispute related to the terms of these Terms, the Application shall be governed by and construed in accordance with the laws of Minnesota, without giving effect to any principles of conflicts of law. Any legal action or proceeding between Red Shed or its suppliers and you related to these Terms, the Application shall be brought exclusively in a state or federal court of competent jurisdiction sitting in Hennepin County or Minneapolis, Minnesota.
- Changes to the Application or Services. Content contained on or provided through the Application may be changed or updated without notice. Red Shed and its suppliers have no obligation to update information presented on the Application, so information contained herein may be out of date at any given time. Red Shed and its suppliers may discontinue the Application altogether, at any time with reasonable, prior notice provided directly or through the Application.
- Waiver. Red Shed's failure to insist upon strict enforcement of any provision(s) of these Terms shall not be construed as a waiver of any provision or right.
- Assignment. You are not permitted to assign these Terms or your Services account or any of your rights and obligations to these Terms, in whole or in part, without the prior written consent of Red Shed.
- Severability. Should any provision of these Terms be held invalid or unenforceable, such invalidity will not invalidate the whole of these Terms, but rather that invalid provision will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of these Terms will remain in full force and effect.
- Survival. The following provisions shall survive expiration or termination of these Terms: 2.b., 2.c., 8-12, 16 and 18 through 25.
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