Terms and Conditions
Please check these Terms and Conditions frequently, as we may from time to time unilaterally amend the Terms and Conditions by posting revised language. The most up-to-date version of these Terms and Conditions will always be available for your review. Amendments will become effective at the time they are posted. Your continued use of Redtie after amendments are posted will constitute your acceptance of such amendments.
1.1. “Confidential Information” means but not limited to; code, intentional property, product functionality, technical and financial, operational, or other information exchanged under this Agreement.
1.2. “HIPAA”, Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of regulations under the HITECH Act or HIPAA.
1.3. “Business Associate Agreement” (“BAA”), a written agreement between a covered entity and a business associate specified at 45 CFR 164.504(e).
1.4. “Protected Health Information” (“PHI”) meaning the same defined in HIPAA.
2.1. Redtie is a proprietary multi-product platform that includes services like but not limited to; texting secure attachments, ability to set appointments, archiving, automated responses, sending and receiving voice messaging, arrange contacts by custom tags, encrypted transmission of data, storing the data in a secure cloud, multi user access, creating video and voice messages on the fly, read receipt, metrics to determine campaign effectiveness, creating of customer QR codes that generate a text response. Client can purchase Services as described under “Pricing”at https://www.getredtie.com/pricing/. Redtie is not obligated to provide any services or perform tasks not specified in its service offering.
2.2. Changes in Services. Redtie reserves the right to modify or discontinue Services at any time, alter the offering by adding, limiting or discontinuing pricing plans temporarily or permanently. Redtie also reserves the right to replace Services with equivalent functionally.
3. USE RIGHTS; RESTRICTIONS
3.1. Account Registration. Client, must register for Redtie to access the Services. Account information must be accurate, current and complete. Redtie will not be liable for any loss or damage arising from unauthorized use of Client’s account.
3.2. Authorized Users. Client is responsible and liable for all Authorized Users’ use, access and compliance with the terms and conditions. Client is responsible for creating user IDs, passwords. Client is responsible for determining Users access and restricting and/or terminating the rights, as needed. Redtie may, at its discretion, suspend User’s access. Client is solely responsible for ensuring that user IDs, passwords are kept confidential and not shared. Client is responsible for complying, and ensuring its Users comply, with all laws. Client will notify Redtie within twenty-four (24) hours of any breach of security or unauthorized use.
3.3. Use by Others. By agreeing to these Terms, Client warrants that its contractors and employees are authorized to use the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) comply with all applicable laws. Agreement. Authorized Users are subject to all applicable terms and conditions of this Agreement.
3.4. Redtie Restrictions. Client will not allow any third party to: (a), copy, transfer, sublicense or provide access to the Redtie Technology to a third party (b). incorporate the Redtie technology, into, or use it with any site, product or service; (c) publicly disseminate information regarding the performance of Redtie (d) reverse engineer, decompile, translate or obtain or derive the source code, ideas, algorithms, formats or non-public APIs, (e) break or circumvent any security measures.
3.5. Use by Customer. Any one that is a client or customer, or a potential customer who accesses or uses Redtie are subject to all policies and terms, including Redtie’s right to remove or disable access to any one that violates Redite’s policies.
4. INFORMATION COLLECTION
4.2. Aggregate Data. Redtie has the right to create usage data from Client use and may aggregate anonymized Client Data. Redtie may use Aggregate/Anonymous Data for any business purpose during or after the term of this Agreement. Aggregate/Anonymous Data will not identify Client or its Customers, or would violate applicable laws.
4.3. Monitoring. Client agrees that Redtie, and any third-party platform(s) Client uses to access the Services, may be monitored and used to analyze Client Data or Customer Data to improve the Website, Services or third-party platforms.
4.4. Security. Redtie agrees to maintain physical, technical and organizational measures designed to secure systems from unauthorized access or use. If Client is a Business Associate or Covered Entity, Client agrees to the terms of Redtie’s BAA, which may be amended from time to time, to secure and utilize PHI in accordance with the BAA. Redtie is not liable or responsible for any Client Data.
5. CLIENT OBLIGATIONS
5.1. Use of the Services. Client understands and agrees that Redtie Services are intended to allow Client to send electronic communication, including but not limited to text messages, only to Client’s Customers who have consented to the receipt of such communications and are provided with necessary notices in accordance with applicable law and regulations. Send Marketing messages through Redite only in compliance with all local, state, national and international laws, regulations and industry-specific best practices. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable law and regulations and must not rely on the Services for any such compliance. Redtie reserves the right to suspend or terminate Client’s access to the Services if Redtie believes, in its discretion, that Client has violated this Section.
5.2. Warranty. Client warrants that it is in full compliance with all applicable laws, rules and regulations and that Client will not use Redtie in a way to violate or cause Redtie to violate any obligation or laws, rules or regulations. Including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions. Client also warrants and represents that: (a) Client has sole ownership of any Client Data or has legal rights to provide the data. Client Data and Redtie’s use will not violate third-party rights; (b) Redtie’s possession and/or use of Client Data will not violate any contract, statute, or regulation; (c) any Client Data Client and/or an online review or ratings will be true and accurate, and will only represent the goods and/or services that Client provides; (d) Client and/or Client’s authorized representative(s) will only use the Services for interaction with actual Customers.
6. AVAILABILITY OF SERVICES; SUPPORT
6.1. Availability. Scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors or defects in the facilities, hardware, software or network of Client; or (c) circumstances that are beyond Redite’s reasonable control, the Services will be available 99.0% of the time.
6.2 Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.
6.3. Support. Support is available through the Website and through Chat on the Redtie Service. Additional support may be available subject to payment of applicable fees (if any).
7. FEES AND PAYMENT
7.1. Fees. Pricing information is specified at https://www.getredtie.com/pricing/. Services are provided on a subscription-basis including automatically recurring payments for periodic charges.
7.2. Payment of Fees. Needs to be updated with Redtie payment policy
7.3. Taxes. Redtie’s Fees are exclusive of all taxes, Client must pay any taxes or levies.
7.4. Fee Increase. Redtie reserves the right to increase Fees for any Services, upon sixty (30) days’ prior written notice, effective on the start date of your subsequent Subscription Term.
8. TERM AND TERMINATION
8.1. Term and Termination. This Agreement is effective until the Subscription or terminated. Unless otherwise stated in Client’s Subscription term is described in https://www.getredtie.com/pricing/ and will be automatically renewed until terminated by the Client or Redtie.
8.2. Termination for Cause. Either party may terminate the Service, if the other party: (a) fails to mitigate any material breach of this Agreement within five (5) days after notification detailing the breach. Redtie may also terminate this Agreement for repeated violations or a breach of the Clients’ BAA.
8.3. Effect of Termination. Upon expiration or termination of Redtie Client’s right to access any data will cease, and unless otherwise precluded by a BAA. Redtie may delete any such data in its possession at any time.
9.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it has a limited right to use the Services with no ownership rights. Client agrees that Redtie retains all rights, title and interest and intellectual property rights in and to all products like but not limited to, documentation, software, technology, code, logos, trademarks, and templates. Redtie exclusively owns all rights, title, and interest in and to Redtie’s Confidential Information and any other data. Client acknowledges that it has no right to a copy of the software and that Redtie at its option may make updates, bug fixes, modifications or improvements to the Services as needed.
9.2. Feedback. If Client provides any suggestions, comments, ideas or other feedback or related materials to Redtie, Client grants Redtie a right and license to use such Feedback in any manner without any obligation, or restriction based on intellectual property rights.
Indemnification by Client. Client will indemnify and hold harmless Redtie its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any third-party claims and related costs, damages, liabilities and expenses arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services; (b) your violation of any applicable law or third party right, including any intellectual property right, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party; (d) any demand, dispute or issue between you and your Payment Processor; (e) breach or alleged breach of this Agreement; (f) any claim of a governmental entity or other party that you have violated any law, rule, or regulation; or, (g) alleged breach of Client’s obligations in the BAA. Client also agrees to defend the Redtie against these claims. If and when Redtie assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client must not settle any claim without Redtie’s prior written consent if the settlement does not fully release Redtie from liability or require Redtie to admit fault, pay any amounts or take or refrain from taking any action.
11.1 NOTE: BY ACCESSING WWW.GETREDTIE.COM AND OR USING THE REDTIE SERVICES YOU WILL BE ACCEPTING THESE TERMS AND CONDITIONS AND THE REFERENCED REQUIREMENTS OF REDTIE’S PRIVACY POLICIES. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THIS WEBSITE.
11.3. EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL REDTIE TECHNOLOGY AND RELATED SERVICES, MATERIALS AND CONTENT AVAILABLE THROUGH THE REDTIE TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER REDTIE NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. REDTIE WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-REDTIE SERVICES.
12. LIMITATIONS OF LIABILITY
IN NO EVENT WILL REDTIE OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR DAMAGES OF ANY KIND. IN NO EVENT WILL REDTIE OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO REDTIE FOR THE APPLICABLE SERVICE.
13.1.3. Location. Mediation will occur in Marin County, CA.
13.1.1. Notice. Mediation must be conducted within sixty (60) days from a party receiving written notice of Claims from a complaining party. The notice must contain a detailed description of the nature of the Claims and the requested relief sought.
13.1.2. Mediator Selection and Mediator Fees. A neutral mediator will be selected as mutually agreed upon by the parties. The mediator’s fees and costs will be paid to the mediator at the end of mediation, with both parties equally sharing the mediation costs and paying their own legal fees and costs.
13.2. Judicial Action. If the parties are unable to resolve the Claim pursuant to the mandatory mediation (or if one of the parties refuses to participate in the mandatory mediation or fails to respond to a complaining party’s request for mediation), the parties may subsequently file a judicial action.
14.1. Assignment. Neither party may assign this Agreement without the advance written consent of the other party, except that Redtie may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities.
14.2. Notices. Any notice or communication to Redtie under this Agreement must be in writing. Client must send any notices under this Agreement to Redtie and include “Attn. Legal Department” in the subject line. Redtie may send notices to the text address on Client’s account Redtie may provide notices regarding the Services or other business-related notices on the Redtie website or text them to the Client. Each party hereby consents to receipt of electronic notices and agrees that notices, we send to you electronically will satisfy any legal communication requirements.
14.3. Publicity. Unless otherwise specified, Redtie may use Client’s name, logo and marks to identify Client as a Redtie Client on Redtie’s website and other marketing materials.
14.4. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
14.5. Governing Law; Jurisdiction and Venue. 6.4 Governing Law/Jurisdiction. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the internal laws of the State of California without giving effect to any choice of law rule. In the event of any controversy, claim, or dispute between the parties arising out of or relating to this Agreement, such controversy, claim, or dispute shall be tried solely in a state or federal court for Marin County, California, and the parties hereby irrevocably consent to the jurisdiction and venue of such courts.