Terms of Service

Terms of Service

Last updated: March 7, 2025

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PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. IF YOU RESIDE IN THE UNITED STATES, PLEASE NOTE THAT SECTION 11 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS HOW DISPUTES WITH REDCAR ARE RESOLVED. BY ACCEPTING THESE TERMS, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. PLEASE READ IT CAREFULLY. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE ARBITRATION PROVISION BELOW.

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1. Acceptance of Terms

TurboLayer Inc., d/b/a Redcar (“Redcar”), owns and operates the Service (including redcar.io).

By using the Service, you agree to comply with and be legally bound by the terms, conditions, and restrictions of these Terms of Service (“Terms”). Please carefully review these Terms, as well as our Privacy Policy (linked here: https://www.redcar.io/others/privacy-policy ) which is incorporated into the Terms. If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Service.

You, the individual or party using the Services, and the entity on whose behalf you accept these Terms or under whose Order Form and SaaS Agreement you utilize the Services (the “Customer”) are referred to as Users, and “you” and “your” refer to you as a User as well. If you access the Service or accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that legal entity and, in such event, “you” and “your” will refer to that legal entity. “We”, “us”, or “our” refer to Redcar In addition, in these Terms, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice-versa.

You agree to provide true, accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account information, including your username and password. You are responsible for all activities that occur on or in connection with your account and you agree to notify us immediately of any unauthorized access or use. You acknowledge and agree that we are not responsible nor liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your account.

THE SERVICES PROVIDE YOU WITH AI SALES TOOLS, INCLUDING AN AI SALES AGENT WHICH PROVIDES YOU WITH PLATFORM DATA. YOU UNDERSTAND THAT YOU ARE RESPONSIBLE FOR REVIEWING AND APPROVING ANY PLATFORM DATA AND YOU TAKE FULL RESPONSIBILITY FOR HOW YOU USE THE PLATFORM DATA. REDCAR HAS NO CONTROL OVER WHETHER OR HOW YOU USE THE PLATFORM DATA AND DISCLAIMS ALL LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW. 

These Terms are supplemented by other relevant agreements which you may use in connection with the Services, such as Stripe, People Data Labs, and Apollo.io.

If you do not agree to these Terms of Service, you shouldn't access (and you don't have our permission to access) the Service.

Important: Please note sections 7 and 8 of these Terms which include important information regarding Personal Information you provide to us or receive from us. Please also note section 11, which contains arbitration provisions that impact certain rights you might otherwise have regarding disputes.

We may modify these Terms of Service (except for section 11) in our sole discretion by posting updated versions of these Terms of Service on the Website or otherwise providing notice to you. All such changes shall become effective upon the posting of the revised Terms of Service on the Website or upon notice to you, as applicable.

1. Definitions

  • “Account Information” means information provided by you to create, support and maintain an account enabling access to the Service, whether one for an entity or organization or for individuals under the account of the same.
  • “Authorized User” means Customer’s employees, consultants, contractors, and agents or those of Customer’s wholly or majority owned subsidiaries who have been expressly authorized by Customer to use the Service in accordance with this Terms of Service, the SaaS Agreement and Order Form, and only the number so authorized to use the Services on Customer’s Order Form.
  • “Credits” are a representation of the amount of usage you may have of certain features of the Services.
  • “Database” means the database of Personal Information and other business information which we make available, directly or indirectly, to you and to other Redcar customers through the Redcar Platform.
  • “Deliverable” means any output of the Professional Services that is identified as a Deliverable under an Order Form.
  • “Generated Content” means content generated by the Services, including AI generated content and strategies for your sales efforts.
  • “Platform Data” means the information and other content or materials that are included in the Database or otherwise made available to you through the Redcar Platform. Platform Data includes data collected or inferred by us in the course of delivering the Services as well as Generated Content and Third Party Product Data, and is exclusive of Your Data. Provided, however, that Platform Data may include Your Data or derivatives of your Data in anonymized and aggregated format.
  • “Order Form” means an ordering document, including an order receipt, related to your, or the Customer’s, ordering of the Service and specifying the details of the subscription and any fees to be paid in connection therewith.
  • “Personal Information” includes any substantially similar terms to “personal information” such as “personal data” or “personally identifiable information” and as to each, shall have the meaning given to such terms under applicable law.
  • “Professional Services” means the professional services described in an Order Form, including the provision of any Deliverables specified therein.
  • “Prospects” means individuals and or businesses who could be potential buyers of a User’s goods or services.
  • “Redcar Platform” means the software or other technology provided by us to you under these Terms. The Redcar Platform does not include Third-Party Products.
  • “SaaS Agreement” means the contract entered into between Redcar and Customer.
  • “Service” means the Platform Data, the Database, the Redcar Platform, any Professional Services and any accompanying or related infrastructure, functionality, technology or analytics, including any services or add-ons described in an Order Form.
  • “Third-Party Products” means products, services, websites, applications or other technology, and any related content, that you choose to integrate with or use in connection with the Service. Third-Party Products are not owned or operated by us.
  • “Third Party Product Data” means any data (including Personal Information), reports, text, images, sound, video, code, insights or other content made available through or in connection with Third Party Products.
  • “UK/EU GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679) and equivalent requirements in the United Kingdom including the Data Protection Act 2018 and the United Kingdom General Data Protection Regulation.
  • “Website” means any website or webpage on which these Terms appear.
  • “Your Data” means all data, information, text, recordings, and other content and materials that are collected, submitted, provided, or otherwise transmitted or stored by you or the Customer in connection with either of your use of the Service. Your Data does not include Platform Data.

2. Your Account; Eligibility Restrictions; Beta Services; Third-Party Products

  • Account Information. You will need to set up an account in order to access the Service, including to receive Platform Data. You must only provide Account Information that is your own and that is accurate. You must also keep your contact information up to date, so that we may contact you if needed, such as to deliver any important notices.
  • Eligibility restrictions. You shall ensure that Authorized Users access the Services using your Account Information and the licenses to the Services granted to you. You may not use the Service if you or any of your Authorized Users are a competitor of Redcar (as determined by us in our sole discretion). You shall ensure that all Authorized Users are at or above the age of majority in their jurisdiction. You must comply with any other eligibility restrictions on Authorized Users set forth in the Order Form and ensure that your Authorized Users comply with these Terms. You acknowledge and agree that you shall be responsible for any actions taken in your account by your Authorized Users and actions taken by your Authorized Users while using your account shall be binding upon you.
  • Third-Party Products. You may procure and use Third-Party Products in connection with the Service or access Third Party Product Data. You acknowledge and agree that if you or your users view, access or otherwise interact with Third-Party Products or Third Party Product Data, you or your users, as the case may be, do so at your own risk and we have no liability arising from such access or use. You (and your users, as applicable) are responsible for complying with all terms, conditions and policies imposed by a provider of a Third-Party Product or Third Party Product Data. We cannot guarantee the continued availability of integrations of Third-Party Products with the Service and may cease providing interoperation with a Third-Party Product without entitling you to any refund, credit, or other compensation, if, for example and without limitation, the provider of a Third-Party Product ceases to make the Third-Party Product available for interoperation with the Service in a manner acceptable to us. Providers of Third-Party Products shall not be considered our sub processors.
  • Trial Basis. Redcar may make certain features of the Services available to Customer on a demonstration, pre-release, or trial basis free of charge or features that are presented as alpha, beta, experimental, pilot, limited release, early access, non-production or evaluation offerings (collectively, “Trial Basis Services”). Notwithstanding anything to the contrary in this Agreement, if Redcar provides Customer access to Trial Basis Services, (i) Customer acknowledges that the Trial Basis Services are provided “AS IS”, without warranty of any kind, (ii) may be terminated at any time, and (iii) shall be considered “Service” for the purpose of these Terms, and (iv) shall not be covered by any obligations of Company set forth herein (including but not limited to indemnification or support).

3. Account Types; Credits and Payment Terms

  • Credits and Expiration of Credits. All Credits purchased or otherwise obtained by you in connection with your use of the Service (whether purchased under the terms of Customer’s Order Form or on the Platform directly) shall be represented on your account. The credits are subject to the rules and restrictions hereunder and under the Order Form and SaaS Agreement. These credits may not be resold or transferred. Credits shall expire at the end of each calendar month, except that credits purchased on the Platform directly shall expire one (1) year from the date of such purchase. Please do not purchase credits if you are not able to use them prior to their expiration date, as no refunds or extensions will be given. You may not sell or transfer your credits, or purchase credits except directly from us. The credits will allow you to retrieve information and conduct other activities on the Platform. You will be informed of the cost, in Credits, of any particular act on the Platform and in the event that no exact cost is available an estimate will be provided. You will also be charged credits for use of functionality such as drafting emails with your AI Sales Agent.
  • Payment terms. All paid accounts are subject to the following payment terms unless otherwise expressly set forth in an Order Form:
  • Fees. You agree to pay us the applicable fees set forth in an Order Form (whether agreed to on paper or digitally), based on the timetable set forth in the Order Form. Purchasing additional credits on the Platform will require immediate payment.
  • Timeline of payment; disputes. Invoices for fees that are payable by ACH (as set forth in an Order Form) must be paid in full in accordance with the payment terms stated in the Order Form. Fees that are payable by credit card (as set forth in an Order Form) must be paid in full upon purchase of the Service. In addition to any other rights it may have hereunder, Redcar retains the right to suspend your access to the Service (or any portion thereof) in the event of any late payments. Unpaid amounts may be subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection (including reasonable attorneys’s fees) that we may incur. You must raise any disputes regarding fees within thirty (30) days from receipt of the first applicable invoice by providing a detailed written description of the basis of such dispute. Any disputes not raised within that time period shall be deemed waived, unless otherwise agreed by us in our sole discretion.
  • Taxes. You are responsible for all taxes (including without limitation sales and use taxes) associated with your use of the Service other than taxes based on our net income. If we believe any such tax applies to your subscription and we have a duty to collect and remit such tax, the same may be set forth on an invoice to you unless you provide us with a valid tax exemption certificate, direct pay permit, or multi-state use certificate, and shall be paid by you immediately or as provided in such invoice.
  • Subscription seats. Subscriptions are on a per-seat basis as set forth in your Order Form. You may not seat-share or time-share. You may only permit one license seat per Authorized User, at any given time.
  • Refunds and discounts. All payments by you are nonrefundable. You have no right to refunds or credits for partially used Service(s). However, at any time, and for any reason, we may provide you with a refund, discount, or other consideration. The amount and form of such consideration, and the decision to provide it, is at our sole and absolute discretion. The provision of a refund, discount or other consideration in one instance does not entitle you to, or obligate us to provide, a refund, discount or other consideration in the future.

4. Term; Access and Use

Your subscription is for the initial service term as specified in the Order Form.

5. Ownership of the Service; Your License to Use the Service

  • Ownership. As between you and us, all rights, title and interest in and to the Service and the Platform Data (other than Your Data generated), including data verified or extrapolated in connection with the licenses you grant us in Section 6, without limitation the patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith, are owned by us. For instance, we own any design, compilation or product features inherent in the Service, such as the way that data is organized, curated, presented and delivered, and any know-how or other intellectual property inherent in the way we create, provide, display or make available the Service. These Terms of Service do not grant you any ownership right, title or interest in any of the above. You therefore may not use the Service, including any Platform Data, to create any derivative work, service or product, on your own or on behalf of any other organization, and you may not resell or re-license the Platform Data in any manner or form.
  • License to you. Subject to your compliance with these Terms and any Order Forms, you are granted a non-exclusive, revocable, non-assignable and non-sublicensable license, throughout the term of your subscription to: (i) use the Service solely for your personal and/or internal business purposes; and (ii) store, print or make a copy of Platform Data solely for your personal or internal business purposes.
  • License and use restrictions. You represent and warrant that you will comply with the following restrictions. Additional rules or policies may be displayed or put in place through the Service, including any portal through which you submit or receive data; those rules or policies are incorporated by reference into these Terms of Service and you agree to adhere to them. You shall not:
  • copy, modify, translate or create derivative works of the Services, whether in whole or in part, or otherwise incorporate any portion of the Services into Customer’s or any Authorized User’s products or services; 
  • rent, lease, reproduce, outsource, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or to any third party; 
  • reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component or source code of the Services, in whole or in part, or any other trade secrets of Redcar or any provider of Third Party Products; 
  • remove any proprietary notices from the Services; 
  • use the Services in any manner or for any purpose that is harmful, defamatory, obscene, libelous or that otherwise infringes, misappropriates, or violates any intellectual property right or other right of any person; 
  • use the Services in any manner or for any purpose that violates applicable laws; 
  • access or use the Services (or any component thereof) for purposes of competitive or benchmarking analysis of Redcar or the Services, the development, provision, or use of any software or database derived from the Services or any competing service or product, or any other purpose that is to Redcar’s detriment or commercial disadvantage, or the detriment or commercial disadvantage of Redcar’s licensors; 
  • override, circumvent, bypass or breach any security device, feature, control, use limit or protection used by the Platform or attempt to do any of the foregoing, access or use the Platform other than by an Authorized User through the use of valid access credentials, transmit spam through the Service, or otherwise knowingly interfere with or disrupt the integrity or performance of the Service; 
  • input, upload, transmit, or otherwise provide to or through the Platform any information or materials, including Your Data, that are unlawful or injurious or that infringe or otherwise violate any third party’s intellectual property or other rights, or that contain, transmit, or activate any harmful code; 
  • export, remove or alter any trademark, logo, copyright or other proprietary notices associated with or made available through the Service; 
  • use the Service in any manner which could lead to death, personal injury, economic or physical harm, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control; or
  • to threaten, promote or commit violence or fraud, or to violate any person’s or entity’s rights.
  • Notice of violation; suspension. In the event you are aware of or suspect a violation of these restrictions and policies, please notify us at support@redcar.io. We will determine compliance with these restrictions at our sole discretion. In the event that we confirm or reasonably suspect that you have failed to comply with these Terms or have otherwise used the Service in an abusive or fraudulent manner or in a manner intended to circumvent our stated policies or rules, we may immediately terminate your access to the Service, and, upon our written demand, you shall cease all use of the Service and the Platform Data. Such a termination shall be deemed a termination for cause in the context of the Order Form, and at our discretion may be of a particular Authorized User or of the Customer as a whole.
  • Our marks. The Redcar names and logos are trademarks (“Marks”) of ours, and may not be copied, imitated or used, in whole or in part, without our prior written permission. Marks, logos, and names of Redcar may not be used by you except as explicitly authorized in these Terms. Furthermore, such Marks may not be used in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits the Service or Redcar. All other Marks not owned by Redcar (or its affiliates) that appear on the Platform are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Redcar or its affiliates.

6. Ownership of Your Data; Our License to Use and Share Your Data

  • Ownership. As between you and us, all right, title and interest in and to Your Data is owned by you.
  • The Licenses You Grant To Us. You agree to and hereby do grant us a worldwide, non-exclusive, irrevocable, perpetual, sub-licensable, assignable, transferrable and royalty-free a license to:
  • host, access, copy, use, transfer, and process Your Data for the purpose of providing, developing and improving the Service and supporting you under these Terms.
  • analyze Your Data, including through the use of techniques such as machine learning, in order to provide, develop and improve the Service. For the avoidance of doubt, you retain all ownership of Your Data and we retain all ownership in and to all system performance data, machine learning algorithms, and aggregated results of such machine learning.
  • use Your Data in order to grow, enrich and verify the Platform Data included in the Database; provided that we will not publicly refer to or associate you with any such Your Data.
  • use, share, sublicense, display, copy, publish and distribute Your Data, provided that such display, publication, sublicense, or distribution shall be only in aggregated, de-identified form for any purpose, in any medium.

We will, in some instances, provide you the option to toggle off certain portions of Your Data such that it is used only for the purposes of providing you and the Customer with the Services set forth herein. 

  • The Representations You Make To Us. You represent and warrant that:
  • you have all necessary rights, permissions, and authority to provide and license Your Data to us (in whole and in part) for our use as described hereunder, and that doing so will not put you in violation of any contracts you have signed or any laws.
  • Your Data is true, accurate, and of living persons and does not contain any sensitive information or sensitive Personal Information, including any information about individuals under the age of 18.
  • providing Your Data to us does not violate any applicable law.

7. Required Consumer Consents and Permissions; Your Responsibilities

  • Responsibility for your use of Platform Data. You acknowledge and agree that you are solely responsible and liable for your use of the Platform Data and Third Party Product Data and any communications made in connection with your use of the same.
  • Notice and consent. You acknowledge that in some countries, U.S. states or other jurisdictions, you may be required to obtain consent, provide notice or complete some other action in order to lawfully conduct certain types of marketing activities or processing of Personal Information. You understand that we have not provided any notices nor obtained any rights or consents on your behalf. Therefore, to the extent that any law or regulation may require that you provide notice, obtain consent or complete some other action in order to lawfully market to any person or process their Personal Information, you represent and warrant that you shall obtain such notices or consents or otherwise complete such action on your own behalf.
  • Legal bases for processing. In connection with the Services, you may access, receive or otherwise process Platform Data or Third Party Product Data which is subject to various privacy and security laws governing Personal Information such as the UK/EU GDPR. If you do so, you agree that you will only access, use or otherwise process such Platform Data:
  • pursuant to explicit consent from the data subject of the Platform Data, sufficient to comply with the consent requirements of applicable laws, or
  • pursuant to any other legal basis (or substantively similar term) for processing under applicable law. For example, in accordance with the EU/UK GDPR, you may use Platform Data for purposes that you have established are necessary to pursue your legitimate interests under the EU/UK GDPR, such as use of the Platform Data in order to perform reasonable and actual data validation or hygiene or updating of your own legally obtained customer database.
  • Compliance with law. You shall comply with all laws applicable to your use of the Service. Notwithstanding anything herein (including any permissions granted by us herein), you are solely responsible for your own understanding of, and compliance with, all applicable laws. We make no representation (and you should not rely on any representation by us) regarding what applicable law might or might not require (including with respect to data subject notices, consents and permissions).

8. Data Privacy and Security

  • Privacy Policy. You acknowledge the collection, use, disclosure and other handling of information, including Personal Information, described in our Privacy Policy, which we may update from time to time.
  • Nature of Exchange. Your agreement to these Terms may be characterized as a “sale” of certain information such that you are subject to laws requiring you to make certain disclosures or provide certain consumer “opt out” or other rights. We may in turn provide you with materials or recommendations regarding these requirements: if we do so, you understand that these are purely advisory in nature and are neither legal advice nor a substitute for legal advice. You therefore should consult counsel regarding requirements you may have under any such applicable law.
  • Email. Note that to the extent you connect various services, such as email, to the Service or access them through the Service, we may have access to the data from such service, which data shall be governed by and protected under these Terms.

9. Disclaimers

IF YOU CHOOSE TO USE THE SERVICE, YOU DO SO AT YOUR SOLE RISK. THE SERVICE IS PROVIDED “AS IS” AND AS AVAILABLE, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, REDCAR EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. REDCAR MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. REDCAR MAKES NO WARRANTY REGARDING THE QUALITY OF THE SITE.

YOU ACKNOWLEDGE AND AGREE TO INDEMNIFY, DEFEND AND FOREVER AND HOLD REDCAR HARMLESS IN CONNECTION WITH ANY CLAIM AND ANY DAMAGES OR EXPENSES OR FEES (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ALL INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS ARISING OUT OF YOUR USE OF THE SERVICES AND THE APP.

YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO YOUR USE OF THE SERVICE. YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ANY DECISIONS OR ADVICE MADE OR GIVEN AS A RESULT OF YOUR USE OF THE SERVICE OR ANY MATERIALS RETRIEVED THEREFROM, INCLUDING THOSE OBTAINED FROM INTERACTIONS WITH THIRD PARTIES SUCH AS THIRD PARTY PRODUCT DATA.

UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY CONTENT OR MATERIALS GENERATED OR EXCHANGED WHILE USING THE SERVICE, INCLUDING CORRESPONDENCES WITH PROSPECTS. YOU ACKNOWLEDGE THAT AI GENERATED CONTENT, BY ITS NATURE, IS UNPREDICTABLE AND MAY PRODUCE CONTAIN ELEMENTS THAT ARE INACCURATE OR OFFENSIVE. YOU AGREE THAT YOU MUST EVALUATE, AND BEAR ALL RISKS ASSOCIATED WITH THE USE OF ANY PLATFORM DATA. YOU SHOULD NOT RELY ON THE ACCURACY OR COMPLETENESS OF PLATFORM DATA, INCLUDING OF GENERATED CONTENT, AND IF YOU DO SO, YOU ACKNOWLEDGE THAT IT IS AT YOUR OWN RISK. Some jurisdictions limit or do not allow the disclaimer of implied warranties. In such states, these warranties will be disclaimed only to fullest extent permitted by law.

10. Limitation of Liability

APART FROM CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREIN OR YOUR BREACH OF SECTION 5 HEREIN, NEITHER PARTY (NOR ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, PARENTS, SUBSIDIARIES, SUBLICENSEES, SUCCESSORS AND ASSIGNS, INDEPENDENT CONTRACTORS, AND RELATED PARTIES) SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICE OR WITH THE DELAY OR INABILITY TO USE SAME, OR FOR ANY BREACH OF SECURITY, OR FOR ANY CONTENT, PRODUCTS, AND SERVICES OBTAINED THROUGH OR VIEWED ON THE SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF SAME, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHERWISE, EVEN IF THE RESPECTIVE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM A PARTY’S ENTITY’S NEGLIGENCE OR GROSS NEGLIGENCE.

IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ANY CLAIM UNDER OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE TOTAL THE AMOUNT PAID BY YOU TO US DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE.

ADDITIONAL DISCLAIMERS FROM US MAY APPEAR WITHIN THE SERVICE AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THE SERVICE OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY.

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Some jurisdictions restrict or do not allow some of the foregoing limitations of liability in contracts, and as a result the contents of this section may not apply to you. In cases where such laws apply, our liability shall be limited to the fullest extent permitted by law.

11. Arbitration, Class Action Waiver and Applicable Law

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

  • Arbitration and class-action waiver.
  • Federal Arbitration Act. You agree that these these Terms of Service affect interstate commerce, and the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
  • Initial Dispute Resolution. Most disputes can be resolved without resorting to litigation. You and we agree to use reasonable efforts to settle any dispute or claim, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration, other than lawsuits or arbitration for injunctive relief from alleged intellectual property infringement. To commence this procedure, you agree to contact our support department at support@redcar.io, or we may contact you using the last available information we have for you.
  • Binding Arbitration. If we do not reach an agreed-upon solution within a period of ten (10) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then we both agree to resolve by arbitration any and all controversies, claims, or disputes arising out of, relating to, or resulting from (1) your relationship with the us, (2) these Terms of Service, (3) any other aspect of the Service. These Terms of Service are intended to require arbitration of every claim or dispute that lawfully can be arbitrated, except for those claims and disputes which by the terms of these Terms of Service are expressly excluded from section 11.
  • Governing Arbitration Rules. All claims subject to arbitration shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS rules in effect at the time the arbitration is initiated, excluding any rules or procedures that would permit class actions or other representative actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Service including but not limited to any claim that all or any part of these Terms of Service (such as this section 11) is void or voidable, or whether a claim is subject to arbitration, except that the arbitrator shall have no authority to find that a claim may proceed on a class basis or as part of another representative action: only a court may address disputes regarding the validity or enforceability of the Class Action Waiver section below. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To start an arbitration, unless there are conflicting rules at www.jamsadr.com, you must do the following: (A) Write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover. You may find a copy of a Demand for Arbitration at www.jamsadr.com; (B) Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, Two Embarcadero Center, Suite 1500, San Francisco California 94111; and (C) Send one copy of the Demand for Arbitration to us at 1501 Mariposa St. Suite 318, San Francisco, CA 94107. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, we will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, we will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not seek more than $75,000. The arbitrator shall have the power to award any remedies available under applicable law, and the arbitrator shall award attorneys’ fees and costs to the prevailing party, except as prohibited by law. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. If you are a resident of the United States, arbitration may take place at any reasonable location within the United States convenient for you. For residents outside the United States, arbitration shall be initiated in San Francisco County, California, United States of America, and you and we agree to submit to the personal jurisdiction of any court in San Francisco County, California, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
  • Class Action Waiver. The parties agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action, seek relief on a class basis, or join or serve as a member of a class action. YOU AND REDCAR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If for any reason the proper decisionmaker determines that the waiver of class and representative actions set forth in this paragraph is void or unenforceable or that an arbitration can proceed on a class or representative basis, then the sections on the Federal Arbitration Act and Binding Arbitration shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
  • 30-Day Right to Opt Out. You have the right to opt out and not be bound by this version of section 11 by sending written notice of your decision to opt out to support@redcar.io with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of the first date that you agree to any version of these Terms of Service that contains this version of section 11. If you do not opt out, you will be bound to arbitrate disputes in accordance with the terms of this section 11. You have the right to consult with counsel of your choice concerning this section 11. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this section 11. If you opt out of section 11, we also will not be bound by it in disputes with you.
  • Changes to this Section. We will provide (60) days notice of any changes to this section. Changes will become effective on the sixtieth (60th) day, and will apply prospectively only to claims arising after the sixtieth (60th) day. If a court or arbitrator (in either case, with the authority to make such decision) decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from Section 11 and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section you agreed to.
  • Survival. This section 11 shall survive any termination of these Terms of Use.
  • Limitations to this agreement to arbitrate. This section (Arbitration and Class Action Waiver) shall be limited as follows:
    • Intellectual Property Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either Party may bring an action on an individual (not class or representative action) basis in state or federal court or in the U.S. Patent and Trademark Office to protect its patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights.
    • Small Claims Court. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either Party may seek relief in a small claims court on an individual (not class or representative action) basis for disputes or claims within that court’s jurisdiction.
  • Applicable Law. The Terms of Service and the relationship between us shall be governed in all respects by the laws of the State of California, without regard to its conflict of law provisions. Any claim or dispute either of us may have against the other that is not subject to arbitration must be resolved by a court located in San Francisco County, California (or by a small claims court located elsewhere in the United States when the section on Small Claims court applies). We both agree to submit to the personal jurisdiction of the courts located within San Francisco County, California (or a small claims court located elsewhere in the United States when the section on Small Claims Court applies), for the purpose of litigating all such claims or disputes that are not subject to arbitration.

12. Indemnification

By using the Platform or taking advantage of the Services, you warrant that you and the Customer, while agree to defend, indemnify and hold harmless Redcar and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) (collectively, “Claims”) arising from: (i) your improper use of and access to the Service including any data or content transmitted or received by you; (ii) your violation of any terms applicable to your use of the Service, including but not limited to the Terms of Use or the Privacy Policy, including without limitation your breach of any of the representations and warranties you make in these agreements; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; or (vi) any claims against Redcar or its affiliates by a third-party involving your use of the Service.  

We will have the right, but not the obligation, to participate through counsel of our choice in any defense by you of any Claims as to which you are required to defend, indemnify, or hold us harmless. You may not settle any Claims in a manner that may impose any obligation upon us, without our prior written consent. The members of our corporate family, and its agents, partners, employees, contractors and advertisers, are third-party beneficiaries of this paragraph. Other than such parties, there are no other third-party beneficiaries of the Terms of Service. Should you not in a timely manner agree to indemnify and defend us upon our notice to you of a covered Claim, we may retain our counsel, for whose reasonable fees you shall be liable, and we may settle any such Claim, for which you likewise shall be liable.

13. Changes to the Service

We may change the features and functionality of the Service at any time. This may include adding, modifying or removing any features or functionality of the Service or altering the amount of Platform Data or other access we provide. The Terms of Service will apply to any changed version of the Service. We may also suspend or stop the Service altogether. In addition, we may impose or alter fees for new or existing aspects of the Service, including updating our credit conversion policies at any time.

14. Confidentiality

  • Definition. From time to time under these Terms, either Party (the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”), non-public, proprietary, or confidential information of Disclosing Party that is either clearly designated by Disclosing Party as confidential or which Receiving Party should reasonably understand Disclosing Party would expect to be treated as confidential (collectively “Confidential Information”). Except for Personal Information, Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the Receiving Party at the time of disclosure; (iii) rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the Receiving Party without use of, reference to, or reliance upon the Disclosing Party’s Confidential Information.
  • Duty. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees, contractors, and agents who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations hereunder (“Representatives”). The Receiving Party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. Further, notwithstanding the foregoing, each Party may disclose the terms and existence of this Agreement to its actual or potential investors, debtholders, acquirers, or merger partners under customary confidentiality terms.
  • Return or Destruction. At the Disclosing Party’s request, the Receiving Party will return or destroy any Confidential Information Receiving Party obtained from the Disclosing Party. However, nothing contained herein will be construed to prohibit Receiving Party from retaining electronic information maintained in compliance with its digital data retention and automated backup procedures provided that; such Confidential Information will remain subject to the confidentiality obligations set forth herein.
  • Remedies. In the event of a breach of this section 14, the Receiving Party understands and agrees that direct money damages may not be an adequate remedy for any breach of these Terms by it and that the Disclosing Party may be entitled (without exclusion of other remedies herein) to seek specific performance and injunctive or other equitable relief as a remedy for any such breach. The Receiving Party further agrees to waive any requirement for the Disclosing Party to secure or post any bond in connection with such remedy.

15. Equitable Relief

In the event of a breach of the restriction in section 5, the Parties agree that money damages may not be an adequate remedy. Accordingly, in the event of such breach, you agree that we will be entitled (without exclusion of other remedies herein, including monetary remedies) to seek specific performance and injunctive or other equitable relief as a remedy for any such breach, including disgorgement of profits. You further agree to waive any requirement that Redcar secure or post any bond in connection with such remedy. You further agree that should we prevail in a suit in which we assert violation of the restriction, you will pay our reasonable attorneys’ fees and costs, including costs of investigation.

16. Miscellaneous

  • Entire Agreement. With the exception of the Privacy Policy, Order Form, SaaS Agreement and any other terms you explicitly agree to during your use of the Service, these Terms constitute the entire agreement between you and Redcar. As between these Terms and the Order Form and SaaS Agreement, the Order Form and SaaS Agreement shall govern.
  • Assignment. We may assign these Terms at our discretion. You may not assign, sublicense or transfer these Terms (or our license grant to you herein) in whole or in part to anyone else.
  • Severability. If any portion of these Terms is found to be void, invalid or otherwise unenforceable, then that portion shall be deemed to be superseded by a valid, enforceable provision that matches the intent of the original provision as closely as possible. The remainder of these Terms shall continue to be enforceable and valid according to terms contained herein.
  • Waiver. The failure of either party to exercise or enforce any right or provision of the Terms shall not constitute a waiver of said right or provision. Neither party hereto shall be deemed to be in default of any provision of the Terms or for failure in performance resulting from acts or events beyond the reasonable control of such party and arising without its fault or negligence, including, but not be limited to, acts of God, civil or military authority, interruption of electric or telecommunication services, civil disturbances, acts of war or terrorists, strikes, fires, floods or other catastrophes.
  • Notice. Legal notices to us (including but not limited to termination notices) must be sent to 1501 Mariposa St. Suite 318, San Francisco, CA 94107. We will send legal notices to you via a method of our choosing that is reasonably intended to provide such notice to you, including without limitation via the Service or to the email or other address you have provided to us.
  • Termination.
    • Termination. These Terms shall terminate upon the termination of the corresponding Order Form (if an invoice, the termination date shall be the day the term set forth on the invoice expires and you do not renew your subscription) and or SaaS Agreement, unless you choose to continue as a non-paying customer or user.
    • Effect of termination. If these Terms terminate, you will no longer be authorized to access the Services (except as provided under section 4 hereunder).
    • Inactivity. For non-paying customers, if there is no activity in your account for three (3) months or more, Redcar reserves the right to deactivate your account, delete data from your account and/or restrict access to certain functionality in your account, at Redcar's sole discretion.
    • Survival. Sections 1 and 5-12, 14-16 of these Terms will survive termination.
  • Force Majure. We will not be deemed responsible or liable for any failure to perform or delay in performance under these Terms (or any Order Form) where such delay or failure is beyond our control, including, without limitation, where caused by strikes or labor disputes, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action, natural disasters including floods, earthquakes and hurricanes, acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
  • Export Restrictions. You must not access or use the Service: (i) in or relating to any country or territory that is the subject or target of comprehensive trade or economic sanctions imposed by the U.S. government (“Sanctions”) (currently, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People's Republic, and the so-called Luhansk People's Republic); (ii) for the benefit or on behalf of any person listed in any Sanctions-related list of designated persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State (including OFAC' s List of Specially Designated Nationals and Blocked Persons), or any person owned 50 percent or more by such person; or (iii) otherwise in violation of any U.S. Sanction, embargo, prohibition or restriction. In addition, you must comply with all applicable laws and regulations governing the export, re-export and transfer of the Service and you are responsible for obtaining any required export or import authorizations.
  • Monitoring. We, or service providers working with us, may monitor the Service for any legitimate business purpose, including to monitor compliance with these Terms or evaluate how the Service is being accessed and used. We will be the sole and final arbiter as to whether the Service is being misused or these Terms are being violated. If we believe you have violated these Terms (or any law) we may terminate your account and access to the Service immediately and without notice. In such a situation we also may seek civil, criminal or injunctive relief, at our sole discretion and without obligation, to enforce this Terms of Service and the law.

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