This EULA is entered into by Redstor Limited (registered in England with company number 03556110) whose registered office is at St James Wharf, 99 – 105 Kings Road, Reading, Berkshire, England, RG1 3DD and Redstor Africa (PTY) Ltd with offices at Gabba Building Ground Floor, The Campus, 57 Sloane St, Bryanston, Johannesburg, 2021, South Africa (together “Redstor“); and the licensee subscribing to any Redstor service (“you”, “your” or “Licensee”).
BY SUBSCRIBING TO A SERVICE DIRECTLY WITH REDSTOR OR THROUGH YOUR CHOSEN SERVICE PROVIDER AND/OR USING THE SERVICE OR UNDERLYING SOFTWARE, YOU CONSENT TO BE LEGALLY BOUND BY THESE TERMS FOR EACH SERVICE THAT YOU SUBSCRIBE TO. IF YOU ARE SUBSCRIBING THROUGH A SERVICE PROVIDER, YOU CONFIRM THAT YOU HAVE GIVEN AUTHORITY TO THE SERVICE PROVIDER TO AGREE THE TERMS OF THIS EULA ON YOUR BEHALF AS PART OF THE INITIAL SETUP OF YOUR ACCOUNT AND YOU WILL NOT CHALLENGE OR DENY THAT THE SERVICE PROVIDER WAS SO AUTHORIZED.
IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU WARRANT AND REPRESENT THAT YOU (OR YOUR CHOSEN SERVICE PROVIDER) HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS OF THIS EULA, IN WHICH CASE THE TERMS “YOU”, “YOUR” OR THE “LICENSEE” SHALL REFER TO SUCH ENTITY, IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS EULA, YOU MUST NOT USE THE SERVICE.
YOUR ATTENTION IS DRAWN TO CLAUSE 8 WHICH CONTAINS IMPORTANT LIMITATIONS AND EXCLUSIONS OF LIABILITY.
1. Grant of License.
1.1 Subject to payment of all applicable fees, Redstor grants you a limited, non-exclusive, non-transferable, non-sub-licensable and revocable right to access and use the Service solely in accordance with the terms and conditions of this EULA and solely for the duration of your subscription to each Service. This license is granted by Redstor Africa (PTY) Ltd for South Africa and Redstor Limited for all other territories.
1.2 Each Service subscribed and payable by you shall commence on the date that is agreed with you and shall continue thereafter for the duration you have agreed to subscribe, unless and until terminated in accordance with this EULA (“the Subscription Term”).
2. Permitted Use Generally
2.1 You may use the Service for your internal use only. All other uses (including but not limited to sub-licensing, resale or the provision of a managed service to third parties) are expressly excluded. Your license to use the Service is limited to the number of subscriptions (whether as users or other measures) that you have paid (or as directed by Redstor for a free trial). If you need additional subscriptions, you may purchase the same at any time from Redstor directly or from your chosen service provider and the subscription duration for the additional subscriptions will be pro-rated to your original Subscription Term.
2.2 In addition, subject to purchasing and paying for the subscription, the license granted to you above includes the right to use the Service for your employees, contractors, service providers and affiliates (meaning any entity that directly or indirectly controls, is controlled by, or is under common control with you) (“Authorised Users”) provided that for all such Authorised Users (a) you shall ensure that their use and access complies with the terms of this EULA; (b) you shall remain the contracting party with us and you shall be responsible for the payment of all applicable fees for such use; (c) you shall retain full responsibility for all acts and omissions of your Authorised Users in relation to such access to and use of the Service as if they were your own acts or omissions. All passwords and other access details provided by us to you are confidential and you shall ensure that all Authorised Users are aware of the confidential nature of such details.
3. Scope of Service
3.1 Except for those countries, organisations, individuals and parties that are sanctioned, debarred or prevented from using Redstor Services by applicable laws, regulations or treaties, the license granted to you is not limited to any particular territory. Redstor does not represent that content available on or through a Service is appropriate or available in all locations.
3.2 Redstor does not (and is not required to) endorse, monitor, verify or validate content on the Service. The Licensee agrees that the Licensee and the Licensee’s Authorised Users will be solely responsible for any content uploaded by them onto a Service. The Licensee agrees that any content provided by Redstor is made available without any guarantee, condition, representation or warranty of any kind, express or implied, and the Licensee agrees that Redstor shall not be liable for any errors or inaccuracies in, or lack of completeness or currency of, Redstor content. Where a Redstor Service requires Redstor to extract data from third party SaaS services (including, without limitation, Microsoft 365, Google Workspace, Xero, QuickBooks, Salesforce etc) the Licensee acknowledges that the provision of the Service is dependent upon Redstor having access to secured services received by the Licensee from their service provider (such as Microsoft for Microsoft 365, Google for Google Workspace). The Licensee acknowledges and agrees that it shall authorise the service provider to share access tokens with Redstor to enable Redstor to extract data and provide the Service.
3.3 Redstor’s use and transfer to any other app of information received from Google APIs will adhere to the Google API Services User Data Policy, including Google’s use requirements.
3.4 Redstor reserves the right (but does not have the obligation) to remove, edit or moderate all content made available by Redstor via a Service.Redstor shall have the right to make any changes to a Service which are necessary to comply with any applicable law, security or safety requirements, and shall notify the Licensee in writing of such changes, where possible giving not less than 30 (thirty) days’ notice of such changes. Redstor shall also have the right to make any change which does not have a material adverse effect or materially negative impact on the functionality of a Service. If Redstor makes material adverse changes to the Service, Redstor will notify the Licensee in writing and the Licensee shall have 30 (thirty) days from the date of notification to refuse the changes to the Service by notifying Redstor in writing to [email protected] that the Licensee will discontinue the use of the Service and terminate its subscription. Failure to notify Redstor in writing to [email protected] within thirty (30) days from the date of notification shall constitute the Licensee’s implied acceptance of the change to the Service.
3.5 The Licensee agrees that Redstor may use content posted by the Licensee or the licensee’s Authorised Users onto a Service in the course of making the Service available to the Licensee and providing access to Authorised Users.
4. Use Restrictions & Licensee’s Obligations
4.1 In relation to the use of the Service by the Licensee, the Licensee undertakes that:
4.1.1the Licensee will not allow the Service to be used by anyone other than Authorised Users; and
4.1.2each Authorised User shall keep secure all passwords for their sole use of the Service.
4.2Neither the Licensee nor any of the Licensee’s Authorised Users shall:
4.2.1except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties:
4.2.1.1and except to the extent expressly permitted under this EULA, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means; or
4.2.1.2attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service;
4.2.1.3access all or any part of the Service in order to build a product or service which competes with the Service; or
4.2.2use the Service to provide services to third parties which are not consistent with this EULA; or
4.2.3license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party;
4.2.4attempt to obtain, or assist third parties in obtaining, access to the Service, other than as provided under this EULA;
4.2.5disclose the results of any Service or program benchmark tests to any third parties without Redstor’s prior written consent;
4.2.6interfere or attempt to interfere in any manner with the functionality or proper working of the Service or hack, attempt to hack or break or attempt to breach any security mechanism(s) used to access the Service;
4.2.7use or access the Service to create products or services which compete with the Service or underlying software; or
4.2.8use the Service in any manner or for a purpose not permitted by applicable export laws, regulations or sanctions; nor export or re-export the Service to any country, region, organization or individual that is named as a restricted area or person on any applicable export laws, regulations or sanctions.
4.3The Licensee shall use its best endeavours to prevent any unauthorised access to, or use of the Service and, in the event of any such unauthorised access or use, promptly notify Redstor.
4.4The Licensee shall, and the Licensee shall procure that Authorised Users shall:
4.4.1make all provisions (and pay all costs) required to access the Service and maintain the requisite local network internet access and means of updating inventory and other content on the Service including integrating the Service into the Licensee’s existing systems;
4.4.2co-operate with Redstor in all matters relating to use of the Service;
4.4.3provide Redstor with such information and materials as Redstor may reasonably require, including but not limited to the Licensee’s details relating to the Licensee’s Authorised Users, in order to supply the Service, and ensure that such information is accurate;
4.4.4obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Licensee use of the Service starts;
4.4.5be solely responsible for procuring and maintaining the Licensee network connections and telecommunications links from the Licensee systems to the data centre(s) where the Service is hosted; and
4.4.6be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Licensee network connections or telecommunications links or caused by the internet; and
4.4.7comply with Redstor’s Usage Policy published at https://www.redstor.com/usage-policy
4.5 The Licensee agrees to hold Redstor harmless against any loss or damage Redstor suffers as a result of the Licensee’s, or the Licensee Authorised Users’, failure to comply with the provisions of this clause 4 and, in any event, Redstor reserve the right, without liability or prejudice to Redstor’s other rights, to suspend the Service for breach of this clause 4.
5. Fees (where you purchase direct from Redstor)
5.1 The Subscription Term must be paid for in advance. We will invoice you for the initial subscription licenses that you have purchased upon commencement of the Service. All prices exclude applicable taxes which shall be payable by you in addition.
5.2 Unless otherwise agreed in writing, you agree to pay all undisputed invoices within 30 days of the date of invoice (“the Due Date”). All undisputed amounts payable must be paid without setoff or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, you must notify Redstor and provide Redstor with documentation that the withholding and deducted amounts have been paid to the relevant taxing authority.
5.3 Non-payment of an undisputed invoice by the due date may result in Redstor charging interest at 4% per month until payment is made. In addition, if you have not paid within 14 days after the Due Date, Redstor may suspend the provision of the Service to you until payment is received and such suspended duration will not be refunded or added to your Subscription Term or Redstor may immediately terminate your subscription if fees remain unpaid for more than 60 days past the due date of payment (in which case all of your data will be deleted). All fees remain payable during any suspended period we will continue to store and you may continue to access historical back ups.
6. Warranties
6.1 Each Party warrants that:
6.1.1it has full capacity and authority to enter into and to perform its obligations under this EULA;
6.1.2it shall not make any untrue, misleading, false or derogatory statements concerning the other party or any affiliate of that other party, nor any statements which are inconsistent with or detrimental to the goodwill, name, reputation or image of the other party or any affiliate of that other party;
6.1.3it shall obtain and comply with all consents necessary to perform its obligations under this EULA;
6.1.4it shall comply with all applicable laws and regulations; and
6.1.5it shall use current anti-virus software.
6.2Redstor warrants as follows:
6.2.1Redstor shall provide each Service and any technical support made available to you using reasonable skill and care and in a professional manner;
6.2.2 the Service shall perform substantially in accordance with and conform in all material respects with the specifications published by Redstor from time to time; and
6.2.3Redstor possesses all necessary authority and permissions to grant the licenses to you as set out herein.
6.3If there is a breach of any of the warranties in clause 6.2, Redstor will at its expense, use reasonable endeavors to correct any such breach promptly after you give notice in writing of the breach to [email protected]. If Redstor is not able to remedy the breach to your satisfaction or if the remedy takes longer than 30 days, you may cancel your subscription to the Service by giving notice in writing to Redstor at the foregoing email address and, if you paid Redstor directly, Redstor will refund any prepaid fees pro rata for the remaining duration of your Subscription Term. Such correction or termination is your sole and exclusive remedy for any breach of the above warranties.
6.4The availability of the Service may be affected (and Redstor shall not be liable in such cases unless directly caused by Redstor) by factors outside Redstor’s reasonable control; your actions or omissions (including without limitation, breach of your obligations set out in this EULA) or those of any third parties (including but not limited to breakdowns in the data centre used by Redstor); and interruptions to the Service resulting from any request by you.
6.5 Save as expressly provided for in this Agreement, all warranties or conditions of any kind (including, but not limited to, the Service will be uninterrupted or error-free; the implied warranties or conditions of merchantability, satisfactory quality and fitness for a particular purpose) are excluded to the maximum extent permitted by applicable law. Redstor makes available a free trial of the Service for you to make your own assessment whether the Service fits your needs and is suitable for and compatible with your technology environment.
7. IntellectualPropertyRights
7.1 All rights in the Services not expressly granted under this EULA are reserved to Redstor. You do not, by virtue of this EULA or otherwise, acquire any ownership interest or rights in the Service, the trade marks, service marks, service or trade names, logos, and other designations of Redstor, or other technology and software (including third party technology and software), except for the limited use and access rights described in this EULA.
7.2 You agree to grant Redstor a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the operation of the Service provided such information does not include any of your Confidential Information or your Personal Data. You are not obliged to give any such feedback.
7.3 During and after the Subscription Term, with respect to the Service, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against Redstor or any of Redstor’s customers, end users, business partners, licensors, sublicensees or transferees, any patent infringement or other intellectual property infringement claim with respect to the Service.
7.4 You agree that Redstor may refer to you as a customer of Redstor in its sales and marketing literature but Redstor will not otherwise use your name, logo, trade marks or other similar rights without your prior written consent.
7.5 Subject to clause 7.8, payment of all applicable fees and compliance by Licensee with the terms of this EULA, Redstor shall defend the Licensee and Licensee’s Authorised Users against any third party claim (a “Claim”) that a Service subscribed to by Licensee infringes any third party intellectual property rights in the United Kingdom effective as of the commencement date of a Service, and Redstor shall indemnify the Licensee for any amounts awarded against the Licensee in judgment or settlement of such Claim, provided that:
7.5.1 Redstor is given prompt written notice of any such Claim by email to: [email protected];
7.5.2the Licensee provides reasonable co-operation to Redstor in the defence and settlement of such Claim at Redstor’s reasonable expense; and
7.5.3Redstor is given sole authority to defend or settle the Claim.
7.6The Licensee shall defend, indemnify and hold Redstor harmless against any Claim arising out of or in connection with the Licensee and/or the Licensee’s Authorised Users use of the Service causing or giving rise to an assertion by a third party that their Intellectual Property Rights have been infringed provided that:
7.6.1Redstor give the Licensee prompt written notice of any such Claim;
7.6.2Redstor provide reasonable co-operation to the Licensee in the defence and settlement of such Claim at the Licensee’s expense; and
7.6.3 the Licensee is given sole authority to defend or settle the Claim.
7.7In the defence or settlement of any Claim:
7.7.1Redstor may procure the right for the Licensee to continue using the Service, replace or modify the Service so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this agreement on ten 10 (ten) business days’ written notice to the Licensee without any additional liability or obligation to pay liquidated damages or other additional costs to the Licensee;
7.7.2the Licensee may procure the right for Redstor to continue using the Licensee’s and/or Authorised Users’ content on the Service or replace or modify the Licensee’s and/or Authorised Users’ content so that it becomes non-infringing.
7.8 In no event shall Redstor be liable to the Licensee to the extent that the alleged infringement is based on:
7.8.1a modification of the Service by anyone other than Redstor or Redstor’s third party contractors or agents;
7.8.2or the Licensee or the Licensee’s Authorised Users’ use of the Service in a manner contrary to the instructions given by Redstor; or
7.8.3 the Licensee’s or the Licensee’s Authorised Users’ misuse of the Service, or any breach of Redstor’s obligations under the EULA arising as a result of shortcomings in the licensee’s security protocols or processes; or
7.8.4 the Licensee or the Licensee’s Authorised Users’ use of the Service after notice of the alleged or actual infringement from Redstor or any appropriate authority
7.9 This clause 7 states each party’s sole liability to, and their exclusive remedy against the other party for any type of Claim described in this clause 7.
8. Liability
8.1Nothing in this EULA shall limit or exclude either party’s liability for:
8.1.1death or personal injury caused by negligence;
8.1.2fraud or willful or fraudulent misrepresentation; or
8.1.3any other liability which cannot be limited or excluded by applicable law.
8.2Subject to clause 8.1, neither party shall be liable to the other party, whether in contract, tort (including without limitation negligence), strict liability or other theory for breach of statutory duty, or otherwise, arising under or in connection with this EULA for loss of profits; loss of sales or business, business opportunity or goodwill; loss, inaccuracy, corruption or recovery/restoration of data or information; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill; loss of use or corruption of software; cost of procurement of substitute goods, services, or technology or any indirect, special, consequential, incidental, or exemplary loss or punitive damages, whether foreseeable or not.
8.3Subject to clauses 8.1 and 8.2 above, each party’s maximum aggregate liability to the other party for all claims, whether in contract, tort (including without limitation negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Service and this EULA shall be limited to the greater of (a) the price paid by you for subscription licenses in the 12 months’ period preceding the date of the incident(s) giving rise to the relevant claim and (b) £10,000 (ten thousand pounds Sterling). Subject to clauses 8.1 and 8.2, in respect of any trial licenses, our maximum liability to you in aggregate is limited to £10.
8.4 EACH PARTY FURTHER AGREES THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY ABOVE ARE FAIR AND REASONABLE IN THE CIRCUMSTANCES AND IN REFLECTION OF THE PRICE PAID FOR THE SERVICE AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9. Data Protection
9.1The following definitions are used in this Section 9:
9.1.1.CCPA means the California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. Seq.
9.1.2Data Controller, Data Processor, Data Subject, Personal Data, Personal Information, Data Breach, Processing, Processed and Process and appropriate technical and organisational measures shall have the meaning as defined in the applicable Data Protection Legislation.
9.1.3Data Protection Laws means means all laws, regulations and other legal requirements (as amended or replaced from time to time) applicable to either (i) Redstor in its role as provider of the Service or (ii) you. This may include, for example, the EU Data Protection Law; UK Data Protection Law; the CCPA, and the California Privacy Rights Act and its implementing related regulations when effective (“CPRA”); the Personal Information Protection and Electronic Documents Act, SC 2000, c.5 (“PIPEDA”) in Canada; the South African Protection of Personal Information Act (“POPIA”), Australia’s Privacy Act 1988 and the Australian Privacy Principles (the “Privacy Act”); the Virginia Consumer Data Protection Act when effective (“VCDPA”); the Utah Consumer Privacy Act when effective (“UCPA”), and the Colorado Privacy Act and related regulations when effective (“CPA”). Each party is responsible only for the Data Protection Legislation applicable to it.
9.1.4EU Data Protection Law” means the (i) EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); (ii) Regulation 2018/1725; (iii) the EU e-Privacy Directive (Directive 2002/58/EC), as amended (e-Privacy Law); (iv) any national data protection laws made under, pursuant to, replacing or succeeding (i) – (iii); and (iv) any legislation replacing or updating any of the foregoing.
9.1.5Swiss Data Protection Laws” or “FADP” means the Swiss Federal Act on Data Protection of June 19, 1992, SR 235.1, and any other applicable data protection or privacy laws of the Swiss Confederation as amended, revised, consolidated, re-enacted or replaced from time to time, to the extent applicable to the processing of Personal Data under this Agreement.
9.1.6UK Data Protection Laws” means the Data Protection Act 2018 (DPA 2018), as amended, and the EU General Data Protection Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and the free movement of such data, as incorporated into UK law as the UK GDPR, and any other applicable UK data protection laws, or regulatory Codes of Conduct or other guidance that may be issued from time to time
9.2Redstor takes privacy extremely seriously. Redstor will comply with the terms of its privacy policy available at www.redstor.com/privacy-policy/
9.3Each of the parties agrees to comply with all applicable requirements of any relevant Data Protection Laws and the provisions of the Data Processing Addendum (“DPA”) published at https://www.redstor.com/data-protection-addendum-to-redstor-eula/ which shall be incorporated by reference herein and is subject to all of the terms and conditions of this EULA. This is in addition to, and does not relieve, remove or replace, either party’s obligations under the applicable Data Protection Laws.
9.4You warrant to Redstor that you have taken all steps that are required to enable Redstor to process your Personal Data/Personal Information in compliance with all applicable Data Protection Laws including without limitation that you have in place the necessary notices and consents from Data Subjects for you to lawfully transfer their Personal Data to us, or have another appropriate legal basis in place to enable lawful transfer of the Personal Data to us and for us to process, use and transfer such personal data in connection with the provision of the Service.
9.5 Redstor may create and use anonymised aggregated data analytics and market trends from the Licensee’s use, content, information and data on the Service. Personal Data shall not be included in any data analytics.
10 Confidentiality
10.1“Confidential Information” of a party means such party’s (or its affiliate’s): inventions, discoveries, improvements, and copyrightable material not yet patented, published, or copyrighted; special processes and methods, whether for production purposes or otherwise, and special apparatus and equipment not generally available or known to the public; current engineering research, development, design projects, research and development data, technical specifications, plans, drawings and sketches; business information such as product costs, vendor and customer lists, lists of approved components and sources, price lists, production schedules, business plans, and sales and profit or loss information not yet announced or not disclosed in any other way to the public; and any other information or knowledge not generally available to the public. All business terms of the Service, including, but not limited to, pricing and access/login details, details of the Service and your non-public content if provided to us shall be considered Confidential Information hereunder.
10.2 Each party shall keep in confidence all Confidential Information of the other party obtained prior to or during the Subscription Term and shall protect the confidentiality of such information in a manner consistent with the manner in which such party treats its own confidential material, but in no event with less than reasonable care. Without the prior written consent of the other party, a party shall not disclose or make available any portion of the other party’s Confidential Information to any person, firm, association, or corporation, or use such Confidential Information, directly or indirectly, except for the performance of this EULA. The foregoing restrictions shall not apply to Confidential Information that:
10.2.1was known to such party (as evidenced by its written record) or was in the public domain prior to the time obtained by such party;
10.2.2was lawfully disclosed to such party by a third party who did not receive it directly or indirectly from such party and who is under no obligation of secrecy with respect to the Confidential Information;
10.2.3became generally available to the public, by publication or otherwise, through no fault of such party; or
10.2.4was developed independently by the receiving party as evidenced by written records without reference to the Confidential Information of the other party.
10.3 The parties shall take all necessary and appropriate steps in order to ensure that its employees and subcontractors adhere to the provisions of this clause 10. All Confidential Information shall be returned to the disclosing party or destroyed upon receipt by the receiving party of a written request from the disclosing party. The receiving party may disclose the disclosing party’s Confidential Information to the extent required by law or legal process, provided, however, the receiving party will (unless prohibited by law or legal process): (a) give the disclosing party prior written notice of such disclosure to afford the disclosing party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure; (b) use diligent efforts to limit disclosure to that which is legally required; and (c) reasonably cooperate with the disclosing party, at the disclosing party’s expense, in its efforts to obtain a protective order or other legally available means of protection.
11. Term and Termination
11.1 The terms of this EULA shall apply upon commencement of your Subscription Term and shall continue for the duration you have purchased. If you wish to continue your subscription beyond the initial Subscription Term or any renewal of the same, this will be by agreement with Redstor if you are dealing direct with Redstor or with your chosen service provider if dealing through them.
11.2 Redstor may terminate your subscription to a Service at any time for convenience if it is no longer able to legally license the Service(s) to you, by providing you with 30 days’ written notice of termination. If we terminate under this clause 11.2, you will be refunded pro rata for the remaining duration of your subscription if you prepaid fees direct to us otherwise any refund will be processed through your service provider.
11.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
11.3.1the other party is in breach of a material term and has failed to remedy the breach within 30 days of receipt of a notice specifying the breach and requiring it to be remedied; or
11.3.2there is an order or a resolution for the liquidation, administration, dissolution or winding-up of the other party (except where such winding up is for the purpose of solvent amalgamation or reconstruction) or has an administrator or other receiver, manager, trustee, liquidator or similar officer appointed overall or any substantial part of its assets, or enters into or proposes any composition or arrangement with the other party’s creditors generally or is subject to any analogous event or proceedings in any applicable jurisdiction.
11.4If you terminate for Redstor’s unremedied breach under clause 11.3.1 and you prepaid fees direct to Redstor, you will be refunded pro rata for the remaining duration of your subscription. If Redstor terminates under clause 11.3.1 for your unremedied breach, you will not be refunded and any payments committed by you which have not been paid shall become payable immediately.
11.5Upon termination or expiry of this EULA and your subscription to the Service, you must cease to use the Service, you must promptly delete all the software underlying the Service from your systems and return any and all materials provided to you by Redstor.
11.6In the event this EULA is terminated for any reason or expires, the confidentiality obligations of clause 10 and the exclusion and limitations of liabilities in clause 8 will survive any such termination.
11.7 Upon termination of this EULA, Redstor will delete your Personal Data/Personal Information in line with the details set out in the DPA. You shall have 30 days to download or export any of your content, data or information from the date of termination or expiry of your Subscription Term.
12. Technical Support
12.1 If you have purchased your subscription to the Service direct from us, we will provide technical support services in accordance with the Service Level Agreement (“SLA”) published at https://www.redstor.com/support-and-service-level-agreement/ If you purchased your subscription to the Service from a service provider, all technical support will be provided by that service provider and if necessary we will support the service provider in the provision of the support as agreed by us with the service provider. The SLA is hereby incorporated into this EULA and shall be governed by the terms of this EULA.
13 General
13.1 Neither Party shall be in breach of this EULA nor liable for delay in performing, or failure to perform, any of its obligations under this EULA if such delay or failure result from an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this EULA (provided that an inability to pay is not force majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet.
13.2 The Licensee shall not at any time assign, transfer, or deal in any other manner with all or any of the Licensee’s rights under this EULA and shall not subcontract or delegate in any manner any or all of the Licensee obligations under the Licence to any third party or agent without the prior written consent of Redstor which shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, Redstor may withhold its consent to any assignment to a competitor of Redstor and such decision shall be final.
13.3 This EULA, and those documents referenced herein, constitute the entire agreement between Redstor and the Licensee and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between Redstor and the Licensee, whether written or oral, relating to its subject matter. Any terms and conditions on a purchase order or order form submitted by Licensee shall not apply even if Redstor processes that purchase order and Licensee agrees that only the terms of this EULA shall apply to the Service.Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this EULA.
13.4 Each party agrees that it shall have no claim for any non-intentional errors or omissions, innocent misrepresentation or misstatement in any quote, order form or other document submitted by it to the other party.
13.5 Redstor may revise the terms of this EULA, the DPA, the SLA or any policy or other terms referenced in this Agreement (collectively, “Additional Policies”) at any time by posting a revised version of the Agreement, DPA or such Additional Policy on the www.redstor.com website. Except for changes required by applicable laws (which shall apply immediately), the revised terms shall take effect only upon renewal of the Subscription Term. By continuing to use or receive the Solution after the renewal of a Subscription Term, you agree to be bound by the revised EULA, DPA or any revised Additional Policies
13.6 Except as stated in clause 13.5, no variation of the EULA shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.7 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy; or prevent or restrict the further exercise of that or any other right or remedy.
13.8 If any provision or part-provision of this EULA is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the EULA.
13.9 Any third party (including affiliates of a party and Authorise Users) shall not be a party to this Agreement and shall not have any rights to enforce any of the terms of this Agreement.
13.10 Except as otherwise set forth herein, notices given by Redstor to you under this EULA that affect Redstor customers generally will be posted on the www.redstor.com website. Notices made by Redstor under this EULA specific to you (e.g. notices of breach, non-payment and/or suspension) will be provided to you via the email address you provided to Redstor or within your account. It is your responsibility to keep the email address current and you will be deemed to have received any email sent to any such email address upon Redstor sending of the email or uploading into your account.
13.11 For notices to Redstor under this Agreement these must be submitted by email to [email protected] or by sending a letter to Redstor at the address shown at the top of this EULA.
13.12 All communications and notices to be made or given pursuant to this EULA shall be in the English language. If Redstor provides a translation of any materials provided hereunder, the English language version will control if there is any conflict.
13.13 This EULA shall be construed and governed by the laws of the country as set out in the table below and subject to the exclusive venue stated therein, without regard to principles of conflicts of laws. The parties waive any right to a trial by jury, if applicable.
| Customer HQ Location | Applicable Law | Applicable Venue |
| South Africa | Laws of the Republic of South Africa | Courts in Sandton, Gauteng Local Division of the High Court of South Africa |
| Rest of the World | Laws of England & Wales | Courts in London, England |
13.14 Each party recognizes that the unauthorized disclosure of Confidential Information or breach of the other party’s intellectual property rights, may cause irreparable harm to the other party for which monetary damages may be insufficient, and in the event of such disclosure or breach, such other party shall be entitled to seek an injunction, temporary restraining order, or other provisional remedy as appropriate without being required to post a financial bond or other security.
Version History
31/07/2024