REDLINE CONTENT LLC TERMS OF SERVICE
This Terms of Service Agreement (TOS) is the contractual agreement between you and Redline Content LLC, a Tennessee limited liability company, concerning your use of any services provided to you by the Company and any activity or transactions conducted through or on redlinecontent.com.
Redline Content LLC provides its services subject to the following TOS, which may be updated without notice. Your use of the services following modification to the TOS shall be deemed as acceptance of such modification.
By acquiring services and/or using redlinecontent.com, you are consenting to the following terms and conditions. Please read these terms and conditions before utilizing the site and/or purchasing services; if you do not agree to any of the following you should not utilize the site or purchase services.
1. Content Writing.
Any written or audio content or other material provided by the Company to you shall be referred to herein as Content—and subject to these TOS.
(a) Ideation: If requested, the Company may provide written content Ideas, generated based on information provided by you or produced in conjunction with you. Ideas may include: a title, headline or other identifying marker, brief synopsis or summary, reference links, keywords, recorded audio or other data.
(b) Content Production: After Content Ideas are approved by you (if pre-approval is requested), the material may be developed into Web pages, resource pages, blog posts, press releases, audio files, podcasts or other content by the Company. You agree and acknowledge that Ideas are not protectable by copyright or other intellectual property laws and are not proprietary to you.
(c) Content Delivery: The Company will deliver Content based on the aforementioned information and Ideas. The volume of content provided by the Company will be as agreed upon in advance.
(d) Revisions and Acceptance: Once Content is delivered you have thirty (30) days to accept the Content as delivered or request one (1) round of revisions. If you do not request revision within thirty (30) days, the Content may be deemed as having been “accepted.” Additional revisions may be requested at additional cost. Requested revisions or edits to recorded audio must be made before the content is pushed “live.”
(e) Writers/Editors: Written content will be assigned to the writer(s) deemed most appropriate by the Company. Audio content will be assigned to the voice actor(s) deemed most appropriate by the Company. Content Ideas are generated by writers and/or editors acting as independent contractors for the Company.
2. Ownership of Content.
All Content developed for you shall be your sole and exclusive property after the Company’s receipt of agreed-upon fees, unless otherwise provided for in writing. All Content created pursuant to your order/subscription constitutes a work made for hire, and shall be and remain your sole and exclusive property. You retain all intellectual property rights, unless otherwise expressly agreed upon in writing.
3. Use of Content.
In using the Content—and publishing the Content on your Web site or in any other medium—you agree not to change or modify the Content in any way that: infringes upon any trademark, copyright or other intellectual property right; renders such content unlawful, threatening, defamatory, libelous or obscene; or includes any unsolicited promotional material, software viruses or other computer code designed to corrupt or impair the operation of any computer, server or device.
Any action by you that, in the Company’s sole discretion, is in violation of this provision may result in the loss of your right to receive the Company’s services and the termination of this contract.
4. Third-Party Content.
You acknowledge that in select instances, Content you receive may include intellectual property owned or controlled by a third party—digital photographs, for example—which is protected by copyright or other proprietary right. You may not modify or participate in the transfer or sale of such third-party content, nor create derivative works.
If no specific restrictions are provided, you may make copies of such third-party content, including copyrighted material, provided that you retain all included copyright notices, trademark notices or other proprietary rights notices. You may not distribute third-party content protected by copyright, or other proprietary right, without obtaining permission of the copyright owner.
5. Copyright Infringement.
You are liable for any damage resulting from any infringement of copyrights, or other proprietary or intellectual property rights, with respect to any third-party content or any Content provided to you that is changed or modified by you or obtained by a third-party through you.
6. Company Web site and Links.
(a) The Redline Content Web site is a copyrighted work of the Company and is the sole and exclusive property of Redline Content LLC.
(b) The Redline Content Web site and Content delivered by the Company includes links to Web sites that are not maintained or controlled by the Company. Because the Company has no control over such sites, you acknowledge and agree that the Company is not responsible for the availability of such sites, and does not endorse and is not responsible or liable for any advertising or other content on such sites. You acknowledge and agree that the Company is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any linked site.
7. Company Marks.
The Company logo is a registered trademark of Redline Content LLC, and any service marks and graphics displayed on redlinecontent.com are the property of Redline Content LLC. You agree not to display or use the Company’s marks in any manner without the Company’s prior written permission. The Company makes no proprietary claim to any third-party names, trademarks or service marks appearing on its Web site, which are and remain the property of their respective owners.
You and the Company agree to treat as confidential and hold in strict confidence all information and materials received or obtained from the other party that are confidential, proprietary or non-public in nature. You and the Company further agree to use at least the same degree of care to avoid disclosure or dissemination of the other party’s confidential information as such party uses to protect its own confidential materials. It shall not be a breach for confidential information to be disclosed to the extent required by a court or governmental authority.
9. Fees, Payments and Late Charges.
You agree to pay all charges related to your subscription or order(s) in accordance with billing terms in effect at the time fees become payable. The Company reserves the right to change the amount of, or basis for determining, any fees or charges for its Services, and to institute new fees or charges effective upon prior notice to you.
If paying by credit card or other payment card, you must provide the Company with valid payment card information and promptly notify the Company of changes to the account number, CVV and expiration date of your designated card and/or billing address. If you have a recurring subscription, the Company will automatically renew and charge your account on a monthly basis without further notice.
You agree to pay a late charge on all amounts due but not timely paid which remain unpaid for sixty (60) days after date of invoice. The late charge will equal two percent (2.0%) of the past due amount per month until paid. The Company reserves the right to refer your account to a third party for collection in the event of ongoing default.
You agree to indemnify and hold the Company and its officers, directors, employees or other partners harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you alter, change or modify, your use of the services, your use of the Redline Content Web site, your violation of any of these TOS, or your violation of the intellectual property rights of others. In no event shall the Company be liable or responsible for your Web site or content not provided by the Company.
The Company may terminate your use of the services immediately if you breach any of these TOS or you fail to pay any amount due to the Company. The Company can terminate this agreement at any time for any reason by providing thirty (30) days advance notice. You may terminate your use of the Services hereunder at any time by providing written notice to Company.
Upon termination, you agree to pay to the Company all outstanding amounts owed for all work performed up to and including the date of termination. The Company will deliver all Content ordered and for which payment has been received prior to the effective date of such termination. Upon termination, all obligations of the parties to one another shall cease and no further compensation shall be owed to the Company (other than any amounts outstanding as of the date of termination).
12. Warranties and Disclaimer of Warranties.
The Company warrants that the services will be performed in a professional manner consistent with industry standards and that no part of this agreement is or will be inconsistent with any obligation the Company may have to others. Company will endeavor to meet every deadline and to meet expectations to the best of its abilities.
Events that may delay delivery include:
Delays in receiving approval of Ideas; delays in receiving feedback and notes; delays in receiving payment; delays in providing access to accounts or third-party accounts.
The Company makes no representation or warranty as to the results that may be obtained from the use of its services.
13. Limitation of Liability.
(a) You expressly understand and agree that the company shall not be liable for any lost profit or any special, consequential, incidental, exemplary or punitive damages arising out of or in connection with this agreement.
(b) You expressly understand and agree that the company shall not be liable for any damages in excess of the compensation received by the company from you under this agreement in the twelve (12) months preceding the company’s receipt of notice of such damages.
(c) In no event shall the company be liable in any respect for any damages resulting from any unauthorized access to, or alteration or modification of, any services or Content, or any third-party content, or statements or conduct of any third party with respect to the services or the content or any third-party content.
Notices may be made via U.S. Mail or electronic mail, except as required by law. Notice will be deemed given when the email is sent (unless the sending party receives notice that the address is invalid) or the snail mail is received. You agree that all notices and other communications that the Company provides electronically satisfy any legal requirement that such communications be in writing.
No agency, partnership, joint venture or employee-employer relationship is intended or created by this agreement between you and the Company, unless explicitly provided for in writing.
You may not transfer your rights under this agreement; the Company may assign all rights and liabilities under this agreement to a successor.
The parties have attempted to limit the provisions of this agreement so that it applies to the extent necessary to protect legitimate business/property interests. If any provision is held to be invalid or unenforceable, the remaining shall continue to be valid and enforceable. If a court finds that any individual provision is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.
18. Governing Law.
This agreement shall be governed and construed in accordance with the laws of the State of Tennessee. You consent to submit to jurisdiction and venue in the state and federal courts located in the State of Tennessee and further agree that any cause of action you may bring arising under your use of the services or redlinecontent.com will be brought by you exclusively in a state or federal court in Tennessee.
By using the Redline Content Web site and the Company’s services, you represent and warrant that you have the capacity to be bound by and can form legally binding contracts under applicable law, or, if acting on behalf of a company or other entity that you have the authority to bind such company or entity.
20. Entire Agreement.
This agreement constitutes the entire agreement with respect to the subject matter and supersedes any prior or contemporaneous agreements (written or oral) between the parties; this agreement may be amended or modified only by a writing signed by each party.