RedLink Terms of Service

Thank you for using RedLink. These terms of service (the “Terms”) govern each Subscriber’s and Customer’s (“you” or “your”) access to and use of RedLink (“we” or “our” or “us”) websites and services (the “Services”), so please carefully read them before using the Services. The various types of Services available to you are described on our website at www.redlink.com and redlink-network.org.

Throughout our legal statements, those who have purchased or signed-up for RedLink Services are called “Subscribers” and their customers are called “Customers.” Visitors to our website who are neither Subscribers or Customers are “Visitors.” The Terms shall be deemed to include other terms and policies referenced herein (such as our Security and Acceptable Use Policy and our Privacy Policy) as well as any written agreements between the parties, such as a Sales Order or Statement of Work.

 

Your Agreement

By using the Services you agree to be bound by these Terms. In addition, you acknowledge and represent that, if you are agreeing to these Terms to enable use of the Services by an organization, you have the appropriate authority to enter into an agreement on behalf of your organization.  You may use the Services only if you have the power to form a contract with us under the policy and procedures of your organization and applicable laws.

 

Use of the Services

If a properly authorized representative accepts these Terms of behalf of an organization, anyone in the organization may use the Services, including employees and consultants. The organization takes full responsibility for any use of the Services through its account. You must take steps to prevent unauthorized use of the Services and terminate such use, including use by individuals outside of your organization or by any user under the age of 13. You also agree not to copy, distribute or disclose any part of the Services, and represent that you will not use or attempt to use any automated or non-automated “scraping,” including use of any engine, software, tool, agent or other device or mechanism (including without limitation any type of spider, web crawler, or robot) to navigate, search, and/or extract information from the Services. Except to the extent expressly permitted in these Terms or in another written agreement entered into by you and us, Subscribers shall not license, sublicense, assign, transfer, sell, distribute, share, resell, lease, modify, copy, frame, or mirror the Services or any content available on the Services.

You must promptly notify us of any unauthorized use of, or access to, the Services.

In order to use the Services, it will be necessary for you to transmit certain data (“Subscriber Data”) from your computer systems to our computer systems. Depending upon the specific Services you request, the Subscriber Data may include usage, sales, financial, and other information. We will assist you in the transmission of your Subscriber Data. Depending upon the complexity of this copying exercise, we may charge a fee for our assistance. We will inform you of the fee and obtain your written consent before undertaking any paid-for data gathering services. If Subscriber Data is hosted by a third party (a “Provider”), it may be necessary to obtain the cooperation of such Provider to have the data transmitted to us. It is the Subscriber’s responsibility to make the necessary arrangements with the Provider and pay associated fees, if any. It is possible that we have a relationship with the Provider such that no fees would be due. We will work with the Provider to facilitate the transmittal of a Subscriber’s Data to us.

Subscriber Data does not include Subscriber’s website usage information that may be shared with us for purposes of certain product offerings and improvements and does not include User Content, as defined below.

Subscriber Data and Marketing Information

These Terms do not grant us any rights to Subscriber Data except for the limited rights that are needed to operate the Services. How we collect and use Subscriber information generally is also explained in our Privacy Policy, published separately on our website. By using the Services, Subscribers consent to the transfer, processing, and storage of Subscriber Data by us.

Subscribers grant us a limited, royalty-free, worldwide, irrevocable, perpetual license to use, reformat, repurpose and aggregate Subscriber Data with comparable data from other Subscribers to the Services for purposes of creating performance metrics.

Subscribers do not authorize us and we will not present or allow access to your Subscriber Data in any manner that permits another Subscriber, Customer, Provider, or Visitor of the Services to associate such data with you, your organization, or any particular individual. Subscribers authorize us to only share Subscriber Data in aggregated and anonymized form with other Subscribers of the Services that have contributed similar data under these or comparable terms.

Marketing Information. Subscribers grant us permission to include the Subscriber’s organizational name in a list of our Subscribers on our website for as long as the Subscriber is using the Services.

 

User Content

Some of the Services may allow Subscribers or Customers to post content, submit reviews, raise questions, make comments, create a profile, and provide other content (“User Content”).  You agree to not submit User Content that (a) creates a risk of harm, loss, physical or mental injury, death or other loss to any person; (b) constitutes a crime or tort or otherwise violates applicable laws and regulations; or (c) contains information that you do not have a legal or contractual right to make available.  To the extent you provide any User Content through the Services, you represent that you have the rights and necessary authority to do so. RedLink may also remove User Content at its discretion and as described below under “Notices of Copyright Infringement.”

Subscribers and Customers retain full ownership of their own User Content, as applicable, and RedLink is granted a limited, royalty-free, worldwide, irrevocable, perpetual, transferable, sublicensable, non-exclusive, worldwide license to such User Content.  RedLink’s rights include without limitation the right to use, reproduce, modify, publish, edit, translate, distribute, syndicate, and make derivative works of all such User Content.

 

Subscriber Responsibilities

You must adhere to our Acceptable Use standards published separately on our websites. Among other things, these standards prohibit you from uploading malicious code or violating applicable laws.

Subscribers must ensure that they are legally able to collect and/or share Subscriber Data, User Content, along with any other information needed for the Services, with us and allow us to process that information. It is Subscriber’s responsibility to make any necessary disclosures, including in Subscriber’s own terms or privacy policy, if applicable.  In this regard, you shall defend, indemnify, and hold us harmless against any claim or loss arising in connection with a claim arising from our use of your Subscriber Data, including that your Subscriber Data and/or any materials provided to us by you necessary to perform the Services, infringe the intellectual property rights of a third party, violate a privacy right or otherwise harm a third party.

Subscribers and/or Customers have sole responsibility for the accuracy, quality, integrity, legality, reliability, content, and appropriateness of all of their Subscriber Data or User Content. We will not be liable for any loss or corruption of Subscriber Data or User Content, or for any costs or expenses associated with backing up or restoring any of your information. You must make copies of all data or information that you transmit to us.

It is your responsibility to ensure that you have the rights or permission needed to comply with these Terms.

If one of your users violates these Terms or uses the Services in a manner that we reasonably believe will cause us harm or liability, we may ask you to suspend or terminate the user’s account. If you do not promptly suspend or terminate the user, we may do so.

 

Our Responsibilities

We represent and warrant the following:
(a) We will deliver the Services to you in a professional and workmanlike manner;
(b) We will use commercially reasonable efforts to prevent unauthorized access to, or use of, your Subscriber Data, and will notify you promptly if any such unauthorized access or use occurs;
(c) We will use commercially reasonable efforts to make the Services generally available, except for (i) planned downtime (for which we shall attempt to give at least five business days’ notice); or (ii) any unavailability caused by circumstances beyond our reasonable control.

 

RedLink Property and Feedback

Subject to the limited rights expressly granted hereunder, we reserve all rights, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted hereunder other than as expressly set forth herein. These Terms do not grant any rights to use the RedLink trademarks, logos, domain names, or other brand features without our separate, written permission. RedLink is a registered trademark.

While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments or suggestions you send us or post in our forums without any obligation to you.

 

Confidentiality

As used herein, “Confidential Information” means all information disclosed by either you or us (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include your Subscriber Data; our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Sales Orders and Statements of Work, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, (iv) was independently developed by the Receiving Party, or (v) is User Content.

The Receiving Party shall (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, including any related Sales Order and Statements of Work, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement, Sales Orders or Statements of Work to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

 

Subscriptions; Fees & Payment

Information for the various Services offered by us are set forth on our websites. For chargeable Services, Subscribers must pay all applicable fees, which are non-refundable subject to Subscriber’s right to request a refund during the first 30 days of the Services, when applicable. Subscribers are responsible for providing us with complete and accurate billing and contact information. We may suspend or terminate the Services if fees are 30 days past due.

The Services may change over time as we refine and add more features. If your contact information or other information related to your account changes, you must notify us promptly and keep your information current.

WE WILL RENEW SUBSCRIBER ACCOUNTS AUTOMATICALLY EACH YEAR AND WILL CHARGE FOR THE RENEWAL UNLESS YOU NOTIFY US THAT YOU WISH TO CANCEL YOUR SUBSCRIPTION IN ADVANCE. We may revise Subscription Rates to the Services by providing you at least 30 days’ notice prior to the change.

You are responsible for all taxes. We will charge taxes when required to do so.

 

Termination

Although we would much rather you stay, you can stop using our Services any time. We reserve the right to suspend, reject or remove User Content, modify or end the Services at any time, upon reasonable cause as determined by us in our sole discretion. For example, we may suspend or terminate your use if you are not complying with these Terms, or use the Services in any way that would cause us legal liability or disrupt others’ use of the Services. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately.

 

Modifications

We may revise these Terms from time to time and the most current version will always be posted on our website. Please check our blog or terms pages regularly. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Services.

 

Disputes

Mindful of the high cost of legal disputes, not only in dollars but also in time and energy, both you and RedLink agree to the following dispute resolution procedure:

In the event of any controversy, claim, action or dispute arising out of or related to the Services, and/or the breach, enforcement, interpretation, or validity of these Terms (“Dispute”), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by first class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent (1) to RedLink at: 57 East Main Street, Suite 211, Westborough, MA  01581; or (2) to you at your last-used billing address.

Both you and RedLink agree that this dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any legal claim against the other party, whether by filing a lawsuit, complaint, or arbitration demand against the other party.

These Terms, the use of the Services, and any resulting disputes will be governed by Massachusetts law except for its conflicts of law principles. Venue for all claims arising out of or relating to these Terms or the Services shall lie exclusively in the federal or state courts located in Massachusetts, and both parties consent to personal jurisdiction in such courts.

 

Notices of Claimed Copyright Infringement

We respect the intellectual property rights of others, and require that the people who use the Services do the same. We may terminate the privileges of users who are repeat infringers of intellectual property rights. Accordingly, Subscribers or their Customers may not store any User Content or other material on, or disseminate any such information through, the Services in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by U.S. copyright law.

Owners of copyrighted works who believe that their rights under U.S. copyright law have been infringed may take advantage of certain provisions of the Digital Millennium Copyright Act of 1998 (the “DMCA”) to report alleged infringements. If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please forward the following information (or any statement in conformance with the DMCA) to our Copyright Agent, whose contact information is provided below:

1. Your name, address, telephone number, and email address;
2. A description of the copyrighted work that you claim has been infringed;
3. A description of the allegedly infringing material and information reasonably sufficient to permit us to locate the material;
4. A statement by you that you have a goodfaith belief that the disputed use is not authorized by the copyright owner or its agent or the law;
5. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright that is allegedly infringed; and
6. A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Copyright Agent: Kent R. Anderson
Attention: RedLink LLC
Address: 57 East Main Street, Suite 211, Westborough, MA  01581
Phone: 508-366-5653
Fax: 1-508-986-7172
Email: dmca@redlink.com

 

Miscellaneous

These Terms (including policies and procedures referenced herein and any related written agreements) constitute the entire and exclusive agreement between you and us with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. No modification, amendment, or waiver of any provision of these Terms shall be effective unless mutually agreed to in writing. No provisions stated in your purchase order or in any other order documentation (excluding RedLink Sales Orders and Statements of Work) shall be incorporated into or form any part of these Terms, and all such provisions shall be null and void. These Terms create no third party beneficiary rights. Our failure to enforce a provision is not a waiver of our right to do so later. If a provision of these Terms is found unenforceable the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms or the Services, and any such attempt is void, but we may assign our rights to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. We and you are not legal partners or agents; instead, our relationship is that of independent contractors.

Last Modified: March 2017