This Agreement is entered into between RedLine13, LLC a New Jersey limited liability corporation doing business as RedLine13, (“RedLine” or “we” or “us”), and _________________ and its sponsoring organization (“you” or “your”). RedLine13.com agrees to provide its services, subject to the following terms and conditions:
1. Services. We will provide you with online load testing and web services (the “Services”) in connection with your application, through our website located at http://www.RedLine13.com (the “Website”).
2. RedLine13 intellectual property and Copyrights. RedLine13 shall retain all right, title and interest in and to its software, trademarks, service marks, logo and trade names worldwide. Intellectual Property subject to a limited, non-exclusive, non transferable license to you necessary to perform this Agreement.
3. Information Security. We may collect information from you to perform the load testing or web services functions we provide. Such information shall be stored on a secure remote server. You may access this information at any time by downloading it from our servers using your private password and “login” identifier. You will be responsible for protecting the privacy and security of any information that you retrieve from our servers and shall indemnify and hold harmless RedLine13 for any claims arising from unauthorized or illegal use or dissemination of such information.
5. Fees. We offer a variety of free and subscription level web services outlined on each individual service page.
6. Payments. We collect payment upon time of initiating the service. Subscriptions are not refundable.
7. Disclaimer of Warranty/Limitation of Liability. RedLine13 expressly disclaims any warranty that the use of its Intellectual Property or the Services will be uninterrupted or error free or that the specifications will meet your requirements. The Intellectual Property and Services are provided to you on an “AS-IS” basis without warranties of any kind, either express or implied, including without limitation warranties of merchantability or fitness for a particular purpose. RedLine shall not be liable for indirect, incidental, consequential, or lost profit damages. RedLine’s total liability under this Agreement is limited to the amount of subscription fees collected and retained hereunder.
8. Term and Termination. The term of this Agreement shall be for the length of the subscription purchased from your Subscription Start. RedLine13 LoadTesting may deactivate your account if we receive complaints from Amazon or other service providers and the issues are not resolved within 30 days. This Agreement does not prevent you from using other Web Services or stopping use of RedLine13 at any time.
9. Representations and Warranties. Each party represents and warrants that it has the necessary and full right, power, authority and capability to enter into this agreement and to perform its obligations hereunder; that it owns or controls the rights granted or licensed to the other party herein; that the execution and performance of its obligations under this Agreement will not violate any known rights of any third party, any contractual commitments or any applicable federal, state and local law or regulation; and that to its knowledge the marks, logos and intellectual property licensed to the other party herein do not violate the proprietary rights of a third party.
10. Indemnification. Each party shall indemnify and hold harmless the other party and its directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or proceedings (whether threatened, asserted, or filed) and all related damages, losses, liabilities, cost and expenses (including reasonable attorneys’ fees), to the extent that: (i) it is based upon the indemnitor’s breach of a representation, warranty or obligation hereunder; (ii) it arises out of the indemnitor’s negligence or willful misconduct; or (iii) it is based upon the indemnitor’s violation of any applicable federal, state or local law or regulation.
11. I hereby certify that I am the agent/representative of the company/organization and that I have the authority and power to bind said company/organization to this agreement by executing this agreement.
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