REDLIST Master Services Agreement (MSA)​​

  1. SAAS SERVICES AND SUPPORT
    1. This Agreement governs the relationship between the Customer and REDLIST, LLC, a Delaware limited liability company (the “the Company”),in relation to individual order forms entered into between the parties during the Term of this Agreement (each, an "Order Form").

    2. Subject to the terms of this Agreement, the Company will provide Customer the Services (as outlined in the applicable Order Form, the “Services”). 

    3. Subject to the terms hereof, the Company will provide Customer with reasonable electronic communication technical support services.  

  2. PAYMENT OF FEES 
    1. Customer will pay the Company all fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. the Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then‑current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that the Company has billed Customer incorrectly, Customer must contact the Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to the Company's finance department.

    2. Unpaid amounts are 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 and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on the Company's net income.

    3. Customer may elect to pay Fees and additional charges/fees directly to ExxonMobil Oil Corporation (“ExxonMobil”) and ExxonMobil or one if its affiliates will submit invoices to Customer for payment. If Customer makes such an election, Customer acknowledges and agrees that all payments of Fees and additional charges/fees shall be made in accordance with the terms and instructions in the invoice.

  3. TERM AND TERMINATION
    1. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least ninety (90) days prior to the end of the then-current term.

    2. When the contract is auto-renewed, all recurring license fees will increase by ten (10) percent each time the contract auto renews.

    3. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, the Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter the Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 

  4. RESTRICTIONS AND RESPONSIBILITIES
    1. the Company hereby grants Customer a nonexclusive, non-sublicensable, nontransferable right to access and use the Services and Software, solely for Customer’s internal business purposes.

    2. Customer shall not, directly or indirectly: 

      1. Use the Services or any software, documentation or data related to the Services (“Software”) except as authorized herein;

      2. Copy the Software or any related documentation, in whole or in part 

      3. reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive, discover, or gain access to the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or the Software; 

      4. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, based on the Services or any Software (except to the extent expressly permitted by the Company or authorized within the Services); 

      5. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Software or any features or functionality of the Software, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;

      6. use the Services or any Software in violation of any law, regulation, or rule;

      7. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Services or any Software, including any copy thereof; or

      8. use the Services or any Software for purposes of competitive analysis of the Services or any Software, the development of a competing software product or service, or any other purpose that is to the Company’s commercial disadvantage 

    3. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

    4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

  5. CONFIDENTIALITY; PROPRIETARY RIGHTS
    1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of the Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to the Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance or implementation of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Receiving Party agrees that it shall not disclose any Proprietary Information except when that information (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law, rule, order or regulation of any governmental authority of national securities exchange.

    2. Customer shall own all right, title and interest in and to the Customer Data. The Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing. 

    3. Notwithstanding anything to the contrary, the Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and the Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other the Company offerings, and (ii) disclose such collected data solely in aggregate or other de-identified form; provided, that in the case of any collection of Customer Data, the rights granted to the Company in (i) and (ii) above shall be exercised such that, Customer Data is not in any way specifically identifiable as originating from Customer, and the Company will abide by all confidentiality obligations within this agreement. 

    4. No rights or licenses are granted to either party except as expressly set forth in this Agreement. 

  6. WARRANTY AND DISCLAIMER
    1. the Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

  7. INTELLECTUAL PROPERTY
    1. The Company and Customer mutually represent and warrant that all equipment and services furnished to the other party, shall be free from and not constitute infringement of any patent, copyright, trade secret, know-how, trademark or other proprietary or intellectual property right (collectively, “Intellectual Property Rights”) of any person or entity. Both parties shall indemnify, defend and hold harmless the other party, its affiliates, joint venture partners, subsidiaries, directors, officers, representatives, agents, and employees (collectively, “Indemnified Parties”), from and against any suit, proceeding or claim against any Indemnified Party of the other party arising out of an allegation of infringement or misappropriation of any Intellectual Property Rights of any person or entity, to the extent any such allegation arises from or relates to any equipment or services furnished to the other Party (any such claim, an “Infringement Claim”). The infringing party shall pay all damages, costs and expenses (including attorneys’ fees) incurred or suffered by any Customer Indemnified Party of the other party pursuant to any Infringement Claim. The non-infringing Party may participate (at its own cost) in the defense of any Infringement Claim to the extent it, in its sole discretion, deems appropriate. Neither Party shall settle any Infringement Claim except on terms agreed to in writing in advance by the applicable Indemnified Party(ies). In the event that it appears to either Party that the use of Equipment or any part furnished by either Party hereunder is or may be enjoined, either permanently or preliminarily, in addition to any other rights or remedies available, the infringing Party shall, at its sole expense, either (i) procure for the other Party the right to continue using said Equipment or part, (ii) replace the same with non-infringing equipment or parts that meet or exceed the specifications attributable to the replaced equipment or part, (ii) modify such Equipment or part so that its use will not be enjoined (provided that such modification shall not diminish the performance or utility of such Equipment or part), or (iv) terminate the agreement.

  8. LIMITATION OF LIABILITY
    1. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  9. MISCELLANEOUS
    1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with the Company’s prior written consent. The customer is bound to pay the fees as outlined in the order form. The Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Utah without regard to its conflict of laws provisions. 


 

REDLIST SaaS Service Level Agreement (SLA)

REDLIST, (the “the Company”) as a provider of hosting services, strives for 100% reliability. Of course, in the real world and despite best efforts, failure does occasionally occur. This Service Level Agreement (SLA) outlines our guarantee of service availability, procedure for determining failure, and remedy to you, our customer, in the event of an outage. This SLA applies separately to each account using REDLIST services.

1. SERVICE CREDITS

Service credits are calculated as a percentage of the total charges paid by a REDLIST customer (excluding one-time payments such as setup charges) for the platform service (the ability to login to and use the core platform as outlined in the paid agreement) that has been verified as unavailable. If a REDLIST customer subscribes to multiple licences, service credit will only be issued for those licenses verified as unavailable and will not be applied to non-impacted services. As the platform is regularly being improved and updated with additional customer feedback, disruption with a specific feature, (excluding the ability to login to core data,) shall NOT be counted towards interruption in platform service. Service credits will be issued on the next invoice that has not already been generated and applied against future payments otherwise due from a REDLIST customer and are not offered as any form of cash payment or refund against current or prior invoices.

2. NETWORK SLA and REDLIST COMMITMENT

REDLIST guarantees at least 99.9% network availability (uptime) as measured during a monthly billing cycle to services provided to a REDLIST client in good standing and uses commercially reasonable efforts to achieve and monitor service availability. If REDLIST fails to meet this commitment, an affected customer may be eligible to receive a service credit as described below.

Network uptime is determined by the availability of the REDLIST core network (ie: Ability to log into the tool) to an independent network.

The receipt of a service credit equal to the applicable credit percentage shall be the sole and exclusive remedy in the event of a confirmed period of downtime.

3. PLATFORM

Platform includes the physical hardware and any composite software layers such as virtualization technology responsible for providing the hosting service. It includes the operating system inside servers, and any other application layer software.

REDLIST guarantees at least 99.90% Platform availability (uptime) as measured during a monthly billing cycle to services provided to a REDLIST client in good standing and uses commercially reasonable efforts to achieve service and monitor availability.

4. SOFTWARE

In order to provide the highest quality of service, once our engineers identify a threat or updated software, we follow a strict quality assurance procedure before installing the update. This involves determining the urgency of the patch so we can allocate appropriate engineering resources, perform a thorough routine of automated and human testing to ensure full compatibility with other software on our servers, then begin initial rollout to non-critical servers before increasing our rollout in phases to all other customers. While this process can take as little as a few hours in some more complex cases we are required to perform even more thorough procedures which can take longer but are essential to ensure the stability of your services.

Our guaranteed installation period begins when we have completed our quality assurance and are confident, we can reliably deploy the updated software to our server. In many cases we can implement temporary security patches or workarounds to protect you during this process.

5. MONITORING

Monitoring helps us to maintain a highly reliable service – by monitoring important parts of your server we’re alerted to problems as soon as they develop and can proactively put things right before they cause service disruption.

Although we try to detect all faults, software is complex and there are always new and diverse ways things can misbehave. We cannot guarantee to locate every possible fault condition, particularly as these are sometimes specific to a particular application code.

 

6. SECURITY PATCHING

Our team of experienced server engineers regularly monitor a wide range of information sources to ensure we are aware of emerging security threats. Our extensive experience and the technology we work with allows us to patch our servers in most cases without any downtime at all, or occasionally with a very quick service restart to ensure you are very quickly and fully protected.

7. CREDIT REQUEST and ELIGIBILITY PROCEDURES

Credit requests are typically processed within 30 days of receipt.  In order to be eligible for credit, a customer request must be made via email submitted to our customer support address at support@YourRedlist.com within 30 days after the incident for which credit is requested has occurred. Late requests, incomplete requests or requests made by other means may not be considered or honored.

In all cases, REDLIST retains sole discretionary power when determining if a guarantee has not been met. If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.

8. SLA EXCLUSIONS

REDLIST will make SLA service credit available in connection with eligible incidents. Customers shall not receive credits under this SLA in connection with any failure or unavailability caused by or associated with:

  • Suspension of service due to AUP violations or non-payment;

  • Scheduled Maintenance and Emergency Maintenance periods;

  • Failure of bandwidth providers or access circuits outside REDLIST control such as Microsoft Azure outages or issues;

  • Customer-provided equipment including but not limited to network interface equipment, server, disk-array, power supply, PDU/power strip or surge protector;

  • False SLA breaches reported as a result of outages or errors of any measurement system;

  • DNS issues outside the direct control of REDLIST;

  • Specific feature issues

  • Circumstances beyond the reasonable control of REDLIST, including, without limitation, reasons of Force Majeure, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure of third party software (including, without limitation, ecommerce software, payment gateways, chat, statistics or free scripts) or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of this SLA.

9. MAINTENANCE WINDOWS

Maintenance windows may be required from time to time in order to ensure ongoing reliability of hosted assets.

Scheduled Maintenance shall mean any maintenance of which customer is notified 48 hours in advance and is performed during an announced maintenance window. Notice of Scheduled Maintenance will be provided to the customer's designated point of contact by email. It is the customer’s responsibility to ensure an up-to-date contact list within our Customer Portal.  Emergency Maintenance may be performed at any time in order to ensure the ongoing safe and reliable operations of the network or datacenter infrastructure and best effort will be made to notify customers within a reasonable timeframe although no prior notice can be guaranteed. 

10. CHANGES and LIMITATIONS

This SLA is subject to change at the sole discretion of REDLIST, without notice to customer. The most recent revision of this document will be posted to REDLIST website. All changes made to the SLA will be effective five (5) days after the first publishing date.

 

In the event that the customer has a separate executed agreement with REDLIST, any terms found in that executed agreement will take precedence over any conflicting terms found within this document. 

Version 1.1 - Last revised: July 2020

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