Effective Date: April 22, 2024
This License Agreement (“Agreement”) is a contract between the Licensee (referred to as “Licensee”), a single legal or natural person identified at the time of subscription, or communicated to any company reselling or redistributing the Software as per a separate agreement entered into with Licensor (“Partner Company”) reselling or redistributing the licensed software, and RedCarbon SA – Lugano (“Licensor”). This Agreement governs the use and access to the Software by the Licensee, its employees, collaborators, and related services (together the “Services”).
By accessing the Software, the Licensee explicitly agrees to the terms and conditions of this Agreement.
“Software” refers to RedCarbon and/or DefenderAI programs, any other computer programs, internet-based services, and any updates (e.g., software maintenance updates, bug fixes, help content) provided by the Licensor.
“Credentials” refer to the information required for the Licensee and authorised users to identify and access the Software and data (user/username credentials, email, company name, etc.).
Under these Terms and Conditions, the Licensor grants the Licensee a personal, limited, non-exclusive, non-transferable, and non-assignable license to use the Software. The license is subscription-based and valid for the subscription period and any renewals.
The license grants the Licensee access and use of the Software for data and information management for the number of authorised users for whom the Licensee has paid. The license is limited to the services specified in the purchased plan (“Entry,” “Advanced,” “Full”), known to the Licensee and described in the user manual.
Access is only permitted via a browser to one user at a time in a single session.
This license does not authorise the Licensee or third parties to:
The Software is provided annually, effective from the subscription date and payment of the annual fee.
The Licensee must require renewal. The subscription will automatically terminate if not renewed within 15 days of expiration. Renewal will commence from the natural expiration date.
Access to the Software is granted upon acceptance of this Agreement, receipt and processing of all Licensee’s information, and payment receipt.
The Licensor may revoke the Licensee’s right to use the Software at any time, refunding the subscription fee proportionally for the unused period.
Either Party may terminate the Terms at any time with a 30-day notice if the other Party is in material breach of the Agreement and such breach is not cured within 30 days.
The Licensor may suspend or limit access to the Software if necessary for user protection. Suspension does not relieve payment obligations and does not extend the subscription period.
After non-renewal, access is allowed for an additional 15 days for data consultation only. Access will be suspended after this period or upon immediate termination, and data may be deleted at the Licensor’s sole discretion.
The Licensee acknowledges that the Licensor is not liable for access termination and data deletion.
The Licensor may perform maintenance, causing service interruptions, delays, or errors. Notices for scheduled maintenance will be attempted but are not guaranteed. Service suspension for maintenance does not relieve payment obligations or extend the subscription period.
The Licensor may access Licensor Data to comply with legal requirements, ensure software operation, perform backups, improve efficiency, conduct data checks and tests, and provide support.
The Licensor may use collected data to implement new functions and improve service efficiency.
The Licensor reserves the right to use any hardware, software, communication infrastructures, and storage systems, either proprietary or third-party, to provide the Software and services.
The Licensee acknowledges that to provide Software access and usage; the Licensor may share Credentials and Account Data with designated collaborators or Partner Companies selling or distributing the Software.
The Licensor may provide mechanisms for the Licensee to offer suggestions, advice, solutions, contributions, and examples (“Feedback”). The Licensee agrees that the Licensor may
The Licensor defines the subscription fee and payment methods, excluding taxes. The fee must be paid annually in advance, with possible shorter initial subscriptions ending with the calendar year and annual renewals.
To use the Software, the Licensee must register and provide complete, truthful, and accurate information about themselves and any authorised users. The Licensee must maintain accurate and complete registration information.
The Licensee is responsible for ensuring accurate information provided directly or through a Partner Company and is liable for any erroneous or incomplete information.
The Licensee is solely responsible for maintaining the confidentiality of access information and preventing unauthorised access or use of the Software. The Licensee must inform the Licensor of any loss, theft, or unauthorised use of access information.
The Licensor may only allow access if unauthorised use is suspected.
The Licensee is responsible for providing access and assigning credentials to authorised users, ensuring compliance with this Agreement.
The Licensee acknowledges the information provided by the Licensor is for exemplary purposes to facilitate software use and may not reflect particular situations, events, or time changes.
The Software is provided “as is” and “as available.” The Licensor does not guarantee the Software is error-free but commits to correcting any issues within a reasonable time after the Licensee’s report.
Licensor is fully liable to the Customer for damages resulting from Licensor’s gross negligence or willful misconduct. In all other cases and to the extent permitted by law, the total liability of the Licensor and its partners or subcontractors is limited to the amount paid by the Licensee for Software use during the issue period.
The Licensor is not liable for damages caused by third-party maintenance or malfunctioning equipment. The Licensor is not liable for direct or indirect damages, including lost business, communication failures, data loss or theft, virus or spyware attacks, inability to access data, business restoration costs, third-party liability, and other related damages.
The Licensor is not liable for losses due to third-party services or websites. The Licensor will not be held liable for the Software’s inaccuracy or incompleteness or for its incompatibility with any specific objectives that the Licensee hopes to achieve.
The Licensor’s liability is limited to the subscription cost for one user for three months.
The Licensee is responsible for ensuring their hardware and software infrastructure meets the minimum requirements specified in the technical documentation.
The Licensee must inform and ensure employees, consultants, and agents take necessary measures to maintain software confidentiality.
The Software may use information from various public and private sources. The Licensor is not responsible for the validity, accuracy, or timeliness of these data.
The Software may contain links to third-party websites. The Licensor does not control, monitor, or endorse these sites and is not liable for their content or use.
The Licensor retains ownership of the original Software and all copies. Trademarks and distinctive signs on the Software remain the property of the Licensor.
The license does not grant rights to the source code. The software’s techniques, algorithms, and processes are proprietary and protected by copyright.
The Licensee retains all rights and interests in data and information submitted, transmitted, generated or stored by the Licensees in connection with using the Services under these Terms (“Licensee Data”), including all intellectual property rights therein and to it.
The Licensee hereby grants the Licensor a non-exclusive, worldwide, perpetual, royalty-free right and license (including the right to authorise and grant sublicenses) to use, store, reproduce, distribute, and display Licensee Data in connection with the provision of the Services.
The Licensee authorises the Licensor to use, process, and store relevant Licensee Data for the performance of the Services and anonymised data to improve its services or for analysis purposes. The Licensor may use such data solely in anonymised and aggregated form for external purposes.
Notices must be given in writing, including e-mail, and need to be communicated:
Any modifications to this Agreement must be made in writing, including e-mail, and signed by authorised persons.
If any provision of this Agreement is invalid, the remaining provisions remain effective. The parties will replace invalid provisions with clauses that achieve the intended result.
This Agreement is governed by Swiss law, excluding private international law. Any disputes will be resolved exclusively in Lugano.
The licensor collects and processes only personal data provided by the Licensee as necessary for the Services and in line with its Privacy Policy, which is available at www.redcarbon.ai/privacypolicy. The licensor protects the collected personal data using appropriate technical and organisational measures and in accordance with the data protection legislation applicable in Switzerland and the European Union.
The licensor and the Licensee may further define their duties regarding data protection in a data processing agreement, in which case the provisions of the data processing agreement prevail.
© 2024 Trademarks – RedCarbon is a trademark of RedCarbon SA.
