These redrock technologies terms & conditions (“agreement” Or “terms”) govern your acquisition and use of redrock technologies’ services. If you register for a free trial for redrock technologies’ services, this agreement will also govern that free trial. By accepting this agreement, either by checking a box indicating your acceptance or by executing an order form that references this agreement, you agree to the terms of this agreement or these terms will then apply to you from the time that you first access the services (including where you have subscribed via a redrock technologies partner). If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such an entity and its affiliates to these terms, in which case the terms “you” Or “your” Shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms, you must not accept this agreement and may not use the services.
RedRock Technologies reserves the right to amend these Terms at any time, effective upon the posting of such modified Terms on the Website. RedRock Technologies will make every effort to communicate these changes to You via the Website and also via in-app notification. It is likely that the Terms will change over time. It is Your obligation to ensure that You have read and understood the most recent Terms available on the Website. These Terms were last updated in November 2020. They replace any prior agreement(s) between You and RedRock Technologies. When we change these Terms, the “last updated” date above will be updated to reflect the date of the most recent version.
means these RedRock Technologies Terms and Conditions and includes any notices, policies, guidelines or conditions sent to You by RedRock Technologies or posted on the Website.
means the monthly or annual fee (excluding any taxes and duties) and any applicable one-time-service fees payable by You in accordance with the fee schedule set out on the Website and as agreed to in Your Order Form for any of our Services.
means any entity that directly or indirectly controls, is controlled by, or is under common control with, You (for example, one of Your subsidiaries).
means Your nominated contact entity and address for billing purposes.
means any information which the disclosing party identifies as confidential or which ought reasonably to be considered confidential because of its nature and the manner of its disclosure, including Subscriber Data and information about the disclosing party’s business plans, technical data, and the terms of Your Order but excluding information which is, or becomes, publicly available or that is already known by, or rightfully received by, the other party other than as a result of a breach of an obligation of confidentiality.
means any photos, images, videos, graphics, written content, audio files, code, information or data inputted or uploaded by You (including by an Invited User and, where You have subscribed to the Services via an RedRock Technologies Partner, by that RedRock Technologies Partner on Your behalf) into the Website processed or made available to You or others as a direct result of Your use of the Services and the Website (e.g., Subscriber specific reports).
means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
means a unique individual authorised by You to use the Services for Your benefit in accordance with this Agreement, including Your employees, representatives, contractors and agents and the employees, representatives, contractors and agents of Your Affiliates (if any).
means all liabilities, expenses, losses, damages and costs (including legal costs) and expenses, however arising. “Maximum Total Invited Users” means the maximum number of Invited Users as specified on Your Order Form or as subsequently varied from time to time by agreement with the RedRock Technologies support team.
means the subscription check out page where the RedRock Technologies Services, subscription plan, Maximum Total Invited Users, Renewal Period and other Usage Limitations and service features are selected (as subsequently varied from time to time by agreement between You and RedRock Technologies) and by which You agree or, where You have subscribed to the Services via an RedRock Technologies Partner, the RedRock Technologies Partner agrees on Your behalf, to subscribe to the Services.
means the date (monthly or annual) on which Your subscription renews.
means the period for which You agree to subscribe to the Services and (subject to clause 3.1(ii)) for which You agree to prepay the Access Fees (either monthly or annually) as specified in Your Order Form (and which may differ for each RedRock Technologies Service).
means the online inventory management and other RedRock Technologies platforms/products that You have subscribed to by an Order Form or, where You have subscribed to the Services via an RedRock Technologies Partner, the RedRock Technologies Partner has subscribed to on Your behalf, or that RedRock Technologies otherwise makes available to You via the Website (as may be varied from time to time by RedRock Technologies in accordance with clause 2.3).
means the person or the company or other legal entity who is identified in the Order Form as the Subscriber. This can also be known as the “Account Owner”.
means the initial period (monthly or annual) for which you agree to subscribe to the Services and for which you agree to prepay the Access Fees as specified in Your Order Form, together with each subsequent Renewal Period (unless terminated earlier in accordance with the terms of this Agreement).
means the applicable RedRock Technologies entity specified in clause 10.5 based on the billing address specified in Your Order Form and, in each case, their legal successors.
means any authorised third party channel partner through whom you obtain a subscription to the Services.
means those limitations as specified on Your Order Form or as subsequently notified in accordance with clause 3.7, and includes any limitations that RedRock Technologies imposes in relation to future Services modules or features.
means the Internet site at the domain www.redrockng.com, and any other sites and mobile apps operated by RedRock Technologies.
means, an organisation that You have added as a subscriber to the Services or that has been added with Your authority or as a result of Your use of the Services.
Any reference to “includes” or “including” is on a without limitation basis.
RedRock Technologies grants You the right to access and use the Services (including to authorise Invited Users to access and use the Services) via the Website in accordance with Your subscription type, as specified in Your Order Form (subject to any Usage Limitations). This right is non-exclusive and limited by, and subject to, the terms of this Agreement. You acknowledge and agree that, subject to any applicable laws:
RedRock Technologies may modify the Services from time to time, including by adding or deleting features and functions, as we continually improve our Services and Website and the experience we offer You. However RedRock Technologies will not make changes to the Services that materially reduce the functionality provided to You during the prepaid period of Your subscription. However, You acknowledge that RedRock Technologies does not control changes made by third party product providers (e.g., online retailers) to their products and that these types of changes may impact the functionality of the Services.
monthly or annually in advance (depending on Your subscription type) at the beginning of Your Subscription Term and subsequently on each Renewal Date; or
where we offer, and You select, an annual subscription with monthly billing, monthly in advance during Your Subscription Term.
Subject to clause 3.7, the Access Fee will remain fixed during the initial period of Your Subscription Term or the relevant Renewal Period (as applicable). RedRock Technologies reserves the right to increase the Access Fees for the Services on 30 days’ written notice to You with any such increase to then take effect on the first Renewal Date following the end date of such notice period.
If You have subscribed to the Services via an RedRock Technologies Partner, Your RedRock Technologies Partner will issue the invoices for the Access Fees to You, and You must pay the invoiced amounts to the Partner in accordance with clause 3.1.
You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of Your Organisations. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of Access Fees in relation to all of Your Organisations. Without prejudice to any other rights that RedRock Technologies may have under these Terms or at law, RedRock Technologies reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Services in respect of any or all of Your Organisations in the event that any invoices for those Access Fees are not paid in full by You to RedRock Technologies by the due date for payment.
You are solely responsible for your use of the Services and Website and for Your Data (including, if You have subscribed to the RedRock Technologies B2B eCommerce platform, Data uploaded to and displayed in your Store(s)) and for ensuring at all times that Your use of the Services and Website and Your Data is compliant with applicable laws and regulations. You must only use the Services and Website for Your own lawful internal business purposes, in accordance with these Terms and any notices, policies, guidelines or conditions sent to You by RedRock Technologies or posted on the Website.
attempt to undermine the security or integrity of RedRock Technologies’s computing systems or networks (including the Website) or, where the Services are hosted by a third party, that third party’s computing systems and networks;
use, or misuse, the Services in any way which may impair the functionality of the Services, Website or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website, including by misusing the Services in a manner that materially exceeds reasonable usage or use patterns over any month or by using the Services in a malicious, fraudulent or unlawful manner;
attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
transmit, input or upload to the Website, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use);
attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
You agree that RedRock Technologies may review Your use of the Services at any time during the Subscription Term, and You will provide any reasonable assistance to verify Your compliance with this Agreement as we may request. RedRock Technologies may suspend Your rights to access and use of the Services (including Your rights to access any of Your Data) immediately upon written notice if we determine that Your use of the Services (including any of Your Data) breaches this Agreement (without limiting any other rights or remedies RedRock Technologies may have).
Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as expressly contemplated by these Terms or, where RedRock Technologies is the recipient, in order to provide the Services to You.
Each party’s obligations under this clause will survive termination of these Terms.
If You are subject to the territorial scope of the Regulation (EU) 2016/679 (GDPR), You agree that You are a “data controller” and that RedRock Technologies is a “data processor” (as those terms are defined in the GDPR) and that the terms of the Data Processor Agreement form part of this Agreement.
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of RedRock Technologies (or its licensors).
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the RedRock Technologies Access Fees when due and any re-establishment fee due and payable under clause 5.6. You grant RedRock Technologies a licence to use, copy, transmit, store, and back-up Your Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of Services to You. For the avoidance of doubt, this licence is without limitation to RedRock Technologies’s right to create anonymized data compilations or similar works based on Your Data.
You must maintain copies of all Data inputted or uploaded into the Website. RedRock Technologies adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. RedRock Technologies expressly excludes liability for any loss of Data (including Data archived pursuant to clause 5.6) no matter how caused.
If You enable third-party apps for use in conjunction with the Services, You acknowledge that RedRock Technologies may allow the providers of those third-party apps to access Your Data as required for the interoperation of such third-party apps with the Services. RedRock Technologies shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers. You also acknowledge that those third party app providers are independent of RedRock Technologies and those apps will be subject to terms and conditions and privacy notices set by their providers.
You agree and acknowledge that You are responsible for ensuring the accuracy of Data inputted into the Website by You or by any person on Your behalf (including an RedRock Technologies Partner). RedRock Technologies is under no obligation to ensure that Your Data in the Website is an accurate representation of Your actual business data.
You choose to discontinue Your Services in accordance with clause 8.1;
either party terminates this Agreement in accordance with clause 8.3;
RedRock Technologies suspends or terminates this Agreement in accordance with clause 8.5;
RedRock Technologies otherwise suspends and/or terminates Your right to access to the Services and/or the Website in accordance with this Agreement, it is Your responsibility to extract Your Data from the Website prior to the effective date of such suspension or termination. Following the effective date of suspension or termination, RedRock Technologies reserves the right, in RedRock Technologies’ sole discretion, to either (i) delete Your Data or (ii) archive Your Data for a period of time of up to six months (upon the expiry of which time RedRock Technologies may delete Your Data).
all arrears of Your unpaid Access Fee over the period that the Data was archived;
a re-establishment fee of USD $1,000 or such other amount as is determined by RedRock Technologies in RedRock Technologies’ sole discretion and notified to You
Where your right to access and use the Services and Website has been terminated and RedRock Technologies has chosen to archive Your Data, if You omitted to extract Your Data prior to the effective date of such termination and You subsequently notify us that You require access to Your Data then RedRock Technologies will temporarily restore Your access to the archived Data provided that You re-subscribe to the Services for a month and that You pay RedRock Technologies the associated Access Fee together with a one-off fee of such amount as is determined by RedRock Technologies in RedRock Technologies’ sole discretion and notified to You.
You acknowledge that any Data that may be archived and restored under this clause will include RedRock Technologies inventory data but may exclude integration and other RedRock Technologies Services data.
You have obtained all necessary consents and are otherwise authorised to input or upload the Data that You input or upload to the Website, including any Data inputted or uploaded to the Website by any Invited User or by an RedRock Technologies Partner on Your behalf; and
You are similarly authorised to access the processed Data that is made available to You through Your use of the Website and the Services, in each case, whether the inputted or uploaded Data is Your own or that of anyone else.
You are responsible for ensuring that You have the right to do so;
In the case of a third person requiring access to Your Data (i.e., other than an Invited User), You are responsible for authorising any such person to access Your Data, and You agree that RedRock Technologies has no obligation to provide any such person with access to Your Data without Your prior written authorisation (and may refer any third party access requests for information to You to address);
You will indemnify RedRock Technologies against any Loss arising out of or in connection with RedRock Technologies’ refusal to provide such third persons with access to Your Data and/or RedRock Technologies enabling access by such third persons to Your Data where this has been done with Your written authorisation.
You acknowledge and agree that RedRock Technologies gives no warranty about the Services and Website and, without limiting the foregoing:
To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including warranties of merchantability and fitness for purpose, title and non-infringement.
You warrant and represent that You are acquiring the right to access and use the Services and Website for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
Your breach of any of these Terms;
any claims of tax authorities of any country, state, province or other jurisdiction in relation to the taxes levied on sales to Your customers; and/or
any third party claims against RedRock Technologies relating to Your Data or otherwise to Your use of the Services or Website or any third party app (or other third party product).
To the maximum extent permitted by law, RedRock Technologies will not be liable to You (or any other person) in contract, tort (including negligence), or otherwise, for any Losses (whether direct or indirect) arising out of, or in connection with, Your use of, or reliance on, the Services or Website or otherwise arising out of or in connection with these Terms.
if Your subscription renews on a monthly basis, Your subscription will not be cancelled until the next Renewal Date;
if Your subscription renews on an annual basis then, provided Your notice is received by RedRock Technologies no later than seven days following the Renewal Date, RedRock Technologies will accept Your notice of cancellation and will refund the Access Fees already paid by You in relation to the new Renewal Period. If Your notice is received by RedRock Technologies more than seven days after the Renewal Date then RedRock Technologies will accept Your notice of cancellation and may then choose (in its sole discretion) to refund some or all of the Access Fees already paid by You that relate to the unused portion of the new Renewal Period. Where we offer and You have selected an annual subscription with monthly billing then if your notice is received by RedRock Technologies during the initial period of Your Subscription Term or more than seven days after the Renewal Date then RedRock Technologies may invoice You for some or all of the Access Fees that relate to the unused portion of the initial subscription period or the new Renewal Period (as applicable).
Access Fees are paid in advance, however in the event that Your account becomes overdue this must be settled within five days otherwise RedRock Technologies reserves the right to suspend Your subscription and Your rights to access the Services, Website and the Data and to charge a reactivation fee to reinstate Your account (equal to the cost of a one month subscription). The Billing Contact will be notified once an account becomes overdue.
If You have subscribed to the Services via an RedRock Technologies Partner then that RedRock Technologies Partner may also request that Your account be suspended due to non-payment. In the event such a request is made RedRock Technologies will endeavour to contact You to confirm this and an in-application message will be posted for all Invited Users to see before Your account is suspended.
breach any of these Terms (including by non-payment of any Access Fees) and do not remedy the breach within thirty days after receiving notice of the breach if the breach is capable of being remedied;
breach any of these Terms and the breach is not capable of being remedied;
You are declared bankrupt or You become bankrupt, insolvent, or You go into liquidation or a receiver or manager is appointed over any of Your assets, or You make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, then (without limiting RedRock Technologies’ suspension rights at clause 8.4 above) RedRock Technologies may take any or all of the following actions, at its sole discretion:
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
remain liable for any accrued charges and amounts which become due for payment before or after termination; and
immediately cease to use the Services and the Website.
Those clauses which by their nature survive expiry or termination, including clauses 3.1, 4, 5, 6, 7, 8 and 10, will survive the expiry or termination of these Terms.
Subject to clause 8.1 RedRock Technologies does not provide refunds if You decide to stop using the Services and accessing the Website at any time during Your Subscription Term.
You have a right to technical support, in accordance to the level of the service on Your subscription. RedRock Technologies will endeavor to address all queries and requests for assistance received through the Website or via email to email@example.com as promptly as reasonably possible, but does not warrant that support will be immediately available. Premium support is not available on all subscriptions.
Whilst RedRock Technologies intends that the Services and the Website should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason RedRock Technologies has to interrupt the Services for any period, RedRock Technologies will use reasonable endeavors to publish in advance details of such activity.
A waiver of any breach of any provision in these Terms shall not be effective unless that waiver is in writing and is signed by the party against whom that waiver is claimed. If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
You may not assign or transfer this Agreement or any of Your rights under this Agreement to another person without our prior written consent. The transfer of the billing ownership may be requested by contacting firstname.lastname@example.org. It is at the discretion of RedRock Technologies to action this change over.
RedRock Technologies entity, governing law and jurisdiction: The various RedRock Technologies entities are listed in the table below, along with the governing law of this Agreement and the dispute resolution venue:
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission unless an electronic error message is received by the sender. Notices to RedRock Technologies must be sent to email@example.com. Notices to You will be sent to the email address(es) on record in our account information for You. You must keep all Your account information current.