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Last Updated: March 16, 2009
Redtail
Technology Inc. (“Redtail”, “we”, “us” and terms of similar meaning) provides
this web site (in these terms we call this site and any successor websites, and
any software provided by Redtail for use with the site, the “Site”) to you
subject to these terms and conditions of use (these “Terms”). Please read these
Terms carefully before using the Site. By accessing or using the Site or by
merely browsing the Site you agree to be legally bound by these Terms and all
terms, policies and guidelines incorporated by reference in these Terms. If you
do not agree with these Terms in their entirety, you may not use the Site.
This
Site is not intended to be used by children. You must be at least of the age of
majority to use this Site.
In
these Terms, our customers and their staff members to whom they give “staff”
access to their Redtail account are called “Subscribers”, and our customers’
customers who use the Site (for example, to view Activities or access online
Documents) are called “Customers”. In these Terms users of the Site, whether
they are Subscribers, Customers, members of the Redtail forum, people who post
comments on the Redtail blog, or casual browsers of the Site, are called
“Users”.
Redtail
reserves the right to change or modify any of the terms and conditions
contained in these Terms, or any policy or guideline of the Site, at any time
and in its sole discretion. If we do so, we will notify you at the email
address you provide in your registration information, if any. If you do not
agree with the changes, you can cancel your account with us without further
obligation, except for the amount due for the balance of the billing period in
which you cancel your account (if your billing period is monthly, we will
prorate your account after cancellation). 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 after such time will
constitute your acceptance of such changes or modifications. You should from
time to time review the Terms and any policies and documents incorporated in
them to understand the terms and conditions that apply to your use of the Site.
The Terms will always show the ‘last updated’ date. If you do not agree to any
amended Terms, you must stop using the Site. If you have any questions about
the Terms, please email us at support[at]redtailtechnology.com.
The
services we provide through the Site are for your own use only. You may not
resell, lease or provide them in any other way to anyone else.
1.
Privacy Policy
Please
refer to Redtail’s privacy policy, available at (the “Privacy Policy”)
for information on how Redtail collects, uses and discloses personally
identifiable information from its users. By using the Site you agree to our
use, collection and disclosure of personally identifiable information in
accordance with the Privacy Policy.
2.
Registration Data; Account Security
If
you register for an account on the Site, you agree to (a) provide accurate,
current and complete information as may be prompted by any registration forms
on the Site (“Registration Data”); (b) maintain the security of your password;
(c) maintain and promptly update the Registration Data, and any other
information you provide to Redtail, and to keep it accurate, current and
complete; and (d) accept all risks of unauthorized access to the Registration
Data and any other information you provide to Redtail. You are responsible for
all activity on your Redtail account, and for all charges incurred by your
Redtail account.
3. Fees;
Charges; Taxes
Fees
and any other charges for the use of the Site are described on the Site. They
may change from time to time. If we change them, we will give you at least 30
days’ notice. If they do change, your continued use of the Site after the
change indicates your agreement with the new fees and charges after the
effective date of the change. Any change to fees and other charges will not be
applicable to the billing period in which the change occurs.
You
are responsible for all taxes applicable to the fees in any applicable
jurisdiction.
4.
Ownership, Copyright and Trademarks
In
these Terms the content on the Site, including all information, data, logos,
marks, designs, graphics, pictures, sound files, other files, and their
selection and arrangement, is called “Content”. Content provided by Users,
whether they are Subscribers, Customers or other Users, is called “User
Content”. For example, data about its Customers that a Subscriber provides to
the Site is User Content of that Subscriber, data about its accounts that a
Customer provides to the Site is User Content of that Customer, and 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. Redtail ‘s only right to that User Content is
the limited licenses to it granted in these Terms. Those licenses are described
in Section 5 and Section 16 of these Terms.
Other
than the User Content, the Site, all Content and all software available on the
Site or used to create and operate the Site is the property of Redtail or its
licensors, and is protected by US and international copyright laws, and all
rights to the Site, such Content and such software are expressly reserved. All
trademarks, registered trademarks, product names and company names or logos
mentioned in the Site 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.
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.
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.
5. Your
Limited License of Your User Content to Redtail
We
do not claim any ownership interest in your User Content, but we do need the
right to use your User Content to the extent necessary to operate the Site, and
provide the services provided by the Site, now and in the future. For example,
if you leave comments on the Redtail blog or posts on the Redtail forum, we
need your license to display that User Content on the Site, and we need the
right to sublicense that User Content to our other Users so that they can view
that User Content. If you are a Subscriber and enter activity data in relation
to a Customer and configure your account to display activity data to your
Customers, we need your license to that User Content to use it in the operation
of the Site, and we need the right to sublicense that User Content to your
Customers for that purpose.
Therefore,
by posting or distributing User Content to or through the Site, you (a) grant
Redtail and its affiliates and subsidiaries a non-exclusive, royalty-free,
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 from time to
time uses such User Content; (b) represent and warrant that (i) you own and
control all of the rights 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 and will not
violate any rights of or cause injury to any person or entity.
If
your User Content is intended for the use of other Users, you also grant us and
our affiliates and subsidiaries 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 Section 5 of these Terms.
These
licenses from you are non-exclusive because you have the right to use your User
Content elsewhere. They are royalty-free because we are not required to pay you
for the use of your User Content on the Site. And they are transferable because
we need the right to transfer these licenses to any successor operator of the
Site. Our rights to “modify, adapt, translate, and create derivative works
from” are necessary because the normal operation of the Site does this to your
User Content when it processes it for use in the Site.
6. Our
Limited License of Content to You
Redtail
grants you a limited, revocable, non-exclusive, non-sublicensable license to
access the Site and to view, copy and print the portions of the Content
available to you on the Site. Such license is subject to these Terms, and
specifically conditioned upon the following: (i) you may only view, copy and
print such portions of the Content for your own use; (ii) you may not modify or
otherwise make derivative works of the Site or the Content, or reproduce,
distribute or display the Site or any Content (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
Content; (iv) you may not use any data mining, robots or similar data gathering
or extraction methods; and (v) you may not use the Site or the Content other
than for its intended purpose.
Except
as expressly permitted above, any use of any portion of the Content without the
prior written permission of its owner is strictly prohibited and will terminate
the license granted in this Section, this Agreement and your account with us.
Any such unauthorized use may also violate applicable laws, including without
limitation copyright and trademark laws. Unless explicitly stated herein,
nothing in these Terms may be construed as conferring any license to
intellectual property rights, whether by estoppels, implication or otherwise.
The license in this Section is revocable by Redtail at any time.
You
represent and warrant that your use of the Site and the Content will be
consistent with this license and will not infringe or violate 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.
7. Use of
Interactive Areas and the Site
The
Site may contain discussion forums, bulletin boards, review services or other
forums in which you or third parties may post reviews or other 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.
By using any Interactive Areas, you expressly agree not to post, upload to,
transmit, distribute, store, create or otherwise publish through the Site any
of the following:
·
Any
message, data, information, text, music, sound, photos, graphics, code or other
material that is unlawful, libelous, defamatory, obscene, pornographic,
indecent, lewd, suggestive, harassing, threatening, invasive of privacy or
publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
·
Content
that would constitute, encourage or provide instructions for a criminal
offense, violate the rights of any party, or that would otherwise create
liability or violate any local, state, national or international law;
·
Content
that may infringe any patent, trademark, trade secret, copyright or other
intellectual or proprietary right of any party;
·
Content
that impersonates any person or entity or otherwise misrepresents your
affiliation with a person or entity;
·
Unsolicited
promotions, political campaigning, advertising or solicitations;
·
Private
information of any third party, including, without limitation, addresses, phone
numbers, email addresses and credit card numbers, unless that third party has
expressly consented to such use, or such information is publicy available;
·
Viruses,
corrupted data or other harmful, disruptive or destructive files;
·
Content
that is unrelated to the topic of the Interactive Area(s) in which such Content
is posted; or
·
Content
that, in the sole judgment of Redtail, is objectionable or which restricts or
inhibits any other person from using or enjoying the Interactive Areas or the
Site, or which may expose Redtail or its affiliates or its users to any harm or
liability of any type.
Finally,
Redtail has a “zero-tolerance” policy towards SPAM: you may not use the
Interactive Areas or the Site 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.
Any
use of the Interactive Areas or other portions of the Site 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 and/or
the Site.
8.
Providing a Reliable and Secure Service
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 all the time and that it is a secure
environment for your data. We use what we believe to be “best-of-class” hosting
services and security technologies and services that we believe provide you
with a secure and safe environment. More information about these services and
technologies is available on the Site.
To
safeguard your information, Redtail uses restrictive firewalls to protect
stored data and uses 128 bit SSL certificates to encrypt data transferred
between you and the Site.
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, and the
responsibility for choosing to use a technology that does not provide perfect
security or reliability.
9. Links
to Other Sites
The
Site may contain links to third-party Web sites (“Third-Party Sites”) and
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. You use links to Third-Party Sites, and any Third-Party Content or
service provided there 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 Web sites linking
to the Site. When you leave the Site, our terms and policies no longer govern.
You should review applicable terms and policies, including privacy and data
gathering practices, of any Third-Party Site, and should make whatever
investigation you feel necessary or appropriate before proceeding with any
transaction with any third party.
10.
Advertisements and Promotions
Redtail
may run advertisements and promotions from third parties on the Site. 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.
11.
Warranty Disclaimer
The
Site, the Content and the services provided by the Site are provided to you on
an “as is” basis without warranties from Redtail of any kind, either express or
implied. Redtail expressly disclaims 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 Content is accurate, complete, reliable, current or error-free,
and expressly disclaims any warranty or representation as to the accuracy or
proprietary character of the Site, the Content or any portion thereof.
While
Redtail attempts to make your access to and use of the Site safe, Redtail does
not represent or warrant that the Site or any Content are free of viruses or
other harmful components.
12.
Limitation of Liability; Indemnity
You
waive and shall not assert any claims or allegations of any nature whatsoever
against Redtail, its affiliates or subsidiaries, their sponsors, contractors,
advertisers, vendors or other partners, any of their successors or assigns, or
any of their respective officers, directors, agents or employees (collectively,
the “Released Parties”) arising out of or in any way relating to your use of
the Site or the Content, including, without limitation, any claims or
allegations relating to the alleged infringement of proprietary rights, alleged
inaccuracy of Content, or allegations that any Released Party has or should
indemnify, defend or hold harmless you or any third party from any claim or
allegation arising from your use or other exploitation of the Site. You use the
Site at your own risk.
Without
limitation of the foregoing, neither Redtail nor any other Released Party shall
be liable for any direct, special, indirect or consequential damages, or any
other damages of any kind, including but not limited to loss of use, loss of
profits or loss of data, whether in an action in contract, tort (including but
not limited to negligence) or otherwise, arising out of or in any way connected
with the use of the Site or the Content, including without limitation any
damages caused by or resulting from your reliance on the Site or other
information obtained from Redtail or any other Released Party or accessible via
the Site, or that result from mistakes, errors, omissions, interruptions,
deletion of files or email, defects, viruses, delays in operation or
transmission or any failure of performance, whether or not resulting from acts
of god, communications failure, theft, destruction or unauthorized access to
Redtail or any other Released Party's records, programs or Services.
In
no event shall the aggregate liability of Redtail, whether in contract,
warranty, tort (including negligence, whether active, passive or imputed),
product liability, strict liability or other theory, arising out of or relating
to the use of the Site exceed any compensation paid by you for access to or use
of the Site during the three months prior to the date of any claim.
You
shall defend, indemnify and hold harmless Redtail and the other Released
Parties from any loss, damages, liabilities, costs, expenses, claims and
proceedings arising out of your use of the Site, and if you are a Subscriber,
from your Customers’ use of the Site and from the use of the Site by any person
to whom you give access to your account (including staff), including any claims
made by any person that any of your, and if you are a Subscriber, your
Customers’, User Content infringes the rights, including the intellectual
property rights, of any third party.
13.
Communications
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 Subscribers 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.
Subject
to the Privacy Policy, if you send to Redtail or post on the Site in any public
area any information, ideas, inventions, concepts, techniques or know-how
(“User Submissions”), for any purpose, including the developing, manufacturing
and/or marketing or products or services incorporating such information, you
acknowledge that Redtail can use the User Submissions 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 User Submissions. We actively
review User Submissions for new ideas. If you wish to preserve any interest you
might have in your User Submissions, you should not post them to the Site or
send them to us.
14.
Applicable Law and Venue
The
Site is controlled by Redtail and operated by it from its offices in
Sacramento, California and Rome, Georgia. You and Redtail both benefit from
establishing a predictable legal environment in regard to the Site. Therefore,
you and Redtail explicitly agree that all disputes, claims or other matters
arising from or relating to your use of the Site will be governed by the laws
of the State of California and the federal laws of the United States of America
applicable therein.
Except
where prohibited by applicable law, any claim, dispute or controversy (whether
in contract or tort, pursuant to statute or regulation, or otherwise, and
whether preexisting, present or future) arising out of or relating to these
Terms; (b) the Site or Content; (c) oral or written statements, advertisements
or promotions relating to these Terms or to the Site; or (d) the relationships
that result from these Terms or the Site or Content (collectively, a “Claim”)
will be referred to and determined by a sole arbitrator (to the exclusion of
the courts). Except where prohibited by applicable law, you waive any right you
may have to commence or participate in any class action against Redtail related
to any Claim and, where applicable, you also agree to opt out of any class
proceedings against Redtail. If you have a Claim, you should give written
notice to arbitrate at the address specified below. If we have a Claim, we will
give you notice to arbitrate at your address provided in your Registration
Data. Arbitration will be conducted by one arbitrator pursuant to the
commercial arbitration laws and rules in effect on the date of the notice in
the State of California.
To
the extent arbitration as described in the immediately preceding paragraph is
prohibited by applicable law, you agree that all Claims will be heard and
resolved in a court of competent subject matter jurisdiction located in
Sacramento, California. You consent to the personal jurisdiction of such courts
over you, stipulate to the fairness and convenience of proceeding in such
courts, and covenant not to assert any objection to proceeding in such courts.
If
you choose to access the Site from locations other than the United States of
America, you will be responsible for compliance with all local laws of such
other jurisdiction and you agree to indemnify Redtail and the other Released
Parties for your failure to comply with any such laws.
15.
Termination/Modification of License and Site Offerings
Notwithstanding
any provision of these Terms, Redtail reserves the right, without notice and in
its sole discretion, without any notice or liability to you, to (a) terminate
your license to use the Site, or any portion thereof; (b) block or prevent your
future access to and use of all or any portion of the Site or Content; (c)
change, suspend or discontinue any aspect of the Site or Content; and (d)
impose limits on the Site or Content.
16.
Billing and Renewal; Delinquent Accounts; Termination of Agreement
Redtail
charges and collects in advance for the use of the Site. Redtail will
automatically renew and bill Subscribers on the Subscribers established payment
terms (monthly credit card renewal, monthly invoice renewal, annual credit card
renewal or annual invoice renewal).
If
you believe that the billing or invoice is incorrect, you must contact us
within 60 days of the billing period start date to be eligible to receive an
adjustment or credit.
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 at least
two months, we may deactivate your account. 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 you know in advance
that your account will be inactive at some time and don’t want us to deactivate
it, let us know in advance at the support email address on the Site. If after
your account has been deactivated it stays delinquent and we don’t hear from
you, we may terminate it at any time and without notice.
You
and Redtail may terminate these Terms and your use of the Site at any time. If
you terminate your use of the Site you must pay the fees applicable for the
balance of the then current billing period (if your billing period is monthly,
we will prorate your account to the nearest month-end after termination). When
your Redtail account is terminated, your User Content will shortly thereafter,
not appear on the Site, except for User Content submitted to our forum or
comments on our blog, which may remain on the Site after termination. We may
also retain an archival copy of your User Content after termination, and you
hereby grant us a non-exclusive, perpetual, irrevocable license to maintain
such archival copy for our internal business purposes.
If
these Terms expire or terminate for any reason, Sections 4, 8, 11, 12, 14, 16
and 17, and any representation or warranty you make in these Terms, shall
survive indefinitely, or as permitted by law.
17.
Miscellaneous
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
constitute the entire agreement between you and Redtail regarding your use of
the Site, and supersede all prior or contemporaneous communications whether
electronic, oral or written between you and Redtail regarding your use of the
Site.
18.
Questions and Comments
If
you have any questions regarding these Terms or your use of the Site, please
contact us here:
Redtail
Technology, Inc.
2339 Gold Meadow Way
Suite 200
Gold River, California 95670
(800)
206-5030 (toll free)
(916) 669-1743 (fax)
support[at]redtailtechnology.com
Copyright
2003-2009, Redtail Technology, Inc.
All rights reserved.
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