ACF REDSHIFT NETWORKS, INC.

SAAS TERMS AND CONDITIONS AGREEMENT

This SaaS Terms and Conditions Agreement (the “Agreement”) governs your access to and use of the cloud-based network security, threat management, and analytics platforms (the “RedShift Service” or “Service”) provided by ACF RedShift Networks, Inc. (“RedShift”, “we”, “us”, or “our”).

By executing an online Subscription Order, accessing, or using the RedShift Service, you (“Customer” or “you”) agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms.

1. DEFINITIONS

  • “Affiliate” means, in relation to a party, any other entity which directly or indirectly Controls, is Controlled by, or is under direct or indirect common Control with that party.
  • “Control” means possession, directly or indirectly, of the power to direct or cause the direction of management or policies.
  • “Customer End User” means an individual employee, consultant, contractor, or agent of Customer who is authorized by Customer to access and use the RedShift Service under Customer’s account credentials.
  • “Customer Data” means all electronic data, signaling information, network traffic patterns, or other materials submitted, processed, or stored by Customer or Customer End Users within the RedShift Service.
  • “Security Data” means any and all information provided by Customer or any Customer End User to establish secure transmissions through the use of the RedShift Service, including but not limited to personal information or any information that may be used to identify a person.
  • “Subscription Order” means the online checkout form, ordering interface, or electronic selection portal completed by the Customer that specifies the services purchased, pricing, user capacities, and the initial term.

2. SERVICE ACCESS, USER CAPACITIES, AND PROHIBITED USE

2.1. Provision of Service

Subject to Customer’s continuous compliance with this Agreement and timely processing of all applicable fees via RedShift’s designated online payment gateway, RedShift grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right during the applicable subscription term to access and use the RedShift Service solely for Customer’s internal business operations.

2.2. Authorized Users and Device Policies

  • Only designated Customer End Users may access or use the RedShift Service under Customer’s account.
  • Each Customer End User may use a reasonable number of compatible devices to access the RedShift Service. RedShift reserves the right to determine whether a configuration or number of devices is reasonable and, in its sole discretion, place a corresponding cap on active devices.
  • Anonymous Access Prohibited: RedShift does not allow access to the RedShift Service from anonymous browser services, unverified VPN networks, or anonymized routing layers.
  • License Sharing & Adjustments: Customer End User subscriptions cannot be shared or used by more than one individual, but may be permanently reassigned to a new Customer End User.
  • The number of user licenses may be increased at any time online under a new or modified Subscription Order, but cannot be decreased during an active subscription period.

2.3. Compliance Audits

Not more than once per calendar year, RedShift may reasonably request Customer to certify in writing that it is in full conformance with the user and device limits of this Agreement. Customer will use commercially reasonable efforts to provide this certification within thirty (30) days of receipt of the request. If found to be out of compliance, Customer’s online payment method on file will be charged for unpaid historical subscription fees for unauthorized users along with standard applicable recurring adjustments.

2.4. Usage Restrictions

Customer will not, and will not permit any third party to:

  • Reverse engineer, decompile, or disassemble the RedShift Service or any underlying network surveillance and analytics software.
  • Sell, resell, rent, lease, or license the Service to third parties, or operate it as a service bureau.
  • Use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material.
  • Bypass, disrupt, or disable any security, signaling parameters, or behavioral analysis mechanisms utilized by the underlying edge routing architectures.

3. FEES, ONLINE BILLING, AND RECURRING PAYMENTS

3.1. Online Payment & Subscription Fees

Customer shall pay RedShift the amounts set forth in the applicable online Subscription Order (the “Subscription Fees”). All payments must be made online via credit card, authorized electronic fund transfer, or other payment methods supported by RedShift’s online payment processor. Subscription Fees are due and charged upfront on an annual or recurring basis (as selected during checkout) at the time of purchase or renewal cycle. All payment obligations are non-cancelable and fees paid are non-refundable.

3.2. Failed Transactions & Service Suspension

Customer must maintain a valid, authorized online payment method on file at all times. If an online transaction fails, declines, or cannot be processed at the time of renewal or scheduled billing cycle, RedShift reserves the right to immediately suspend Customer’s access to the RedShift Service without liability. Access will remain suspended until a valid payment method is provided and the outstanding subscription fees are successfully processed.

3.3. Taxes

Fees do not include any taxes, levies, or duties imposed by taxing authorities. Customer is responsible for paying all sales, use, value-added, or withholding taxes associated with its purchases, which will be automatically calculated and added to the online checkout total where applicable, excluding taxes based solely on RedShift’s net income.

4. DATA SECURITY, PRIVACY, AND CREDENTIALS

4.1. Safeguards & Security Data

RedShift implements industry-standard technical, organizational, and administrative safeguards designed to protect Customer Data, network signaling metrics, and Security Data.

4.2. Loss of Security Data & Account Isolation

Customer acknowledges that the RedShift Service depends on cryptographic handshakes, certified caller credentials, token structures, or specific network signatures to validate identity and process secure traffic flows. In the event that Customer loses or compromises its Security Data, access keys, or essential cryptographic credentials, Customer will lose access to the RedShift Service. RedShift shall not be liable for service disruptions, missed anomalies, or network blockages resulting from Customer’s failure to safeguard its Security Data.

4.3. Proactive Analytics and Telemetry

Customer grants RedShift a limited, non-exclusive right to process and analyze technical telemetry, threat vectors, fraud scores, and routing behavior patterns derived from Customer’s environment. This data is utilized to actively maintain fraud defense systems, updates to global blocklists, and real-time SIP/VoIP edge defense mechanisms across the platform ecosystem.

5. PROPRIETARY RIGHTS

5.1. RedShift Intellectual Property

As between the parties, RedShift retains all right, title, and interest in and to the RedShift Service, including all patents, copyrights, trade secrets, software architectures, algorithms, dashboards, data models, UI designs, and any updates, enhancements, or modifications made thereto.

5.2. Customer Data Ownership

Customer retains all right, title, and interest in and to Customer Data. Customer represents and warrants that it has secured all necessary rights and lawful bases to transmit network signaling, traffic analytics, and corporate communications profiles to RedShift for processing.

6. TERM, TERMINATION, AND EFFECT

6.1. Term

This Agreement commences on the date of the first completed online Subscription Order and continues until all active online subscriptions have expired or have been terminated.

6.2. Termination for Cause

Either party may terminate this Agreement for cause if:

  • The other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice.
  • The other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, or liquidation.

6.3. Effect of Termination

Upon termination or expiration of this Agreement, Customer’s right to access or use the RedShift Service terminates immediately. Customer must delete or return any proprietary software components, edge configurations, or operational client files.

7. WARRANTIES AND DISCLAIMER

7.1. Warranties

RedShift warrants that the Service will operate in substantial accordance with its official technical documentation under normal use and configuration. Customer’s sole remedy for a breach of this warranty is for RedShift to use commercially reasonable efforts to correct or patch the non-conforming service behavior.

7.2. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE REDSHIFT SERVICE IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. REDSHIFT MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. REDSHIFT DOES NOT WARRANT THAT THE SERVICE WILL PREVENT 100% OF ALL VOIP FRAUD, ROBOCALLS, DDOS ATTACKS, OR MALICIOUS PACKET INTRUSIONS, OR THAT THE SERVICE WILL OPERATE COMPLETELY UNINTERRUPTED.

8. LIMITATION OF LIABILITY

8.1. Limitation of Damages

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

8.2. Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. GENERAL PROVISIONS

9.1. Governing Law & Jurisdiction

This Agreement and any dispute arising out of or related to it will be governed exclusively by the laws of the State of California, without regard to its conflicts of laws principles. The state and federal courts located within the Northern District of California shall have exclusive jurisdiction over all legal disputes.

9.2. Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

9.3. Severability & Waiver

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision, and the remaining provisions of this Agreement will remain in effect. No failure or delay by either party to exercise a right under this Agreement constitutes a waiver of that right.

9.4. Entire Agreement & Amendments

This Agreement, along with completed online Subscription Orders, constitutes the entire agreement between the parties concerning its subject matter. RedShift reserves the right to update this SaaS Agreement from time to time by publishing an updated version on its website interface (stage.redshiftnetworks.com or its production counterpart). Material modifications will take effect upon the Customer’s next online subscription renewal cycle.