Terms

RED CARD AUTHORIZED USER LICENSE AGREEMENT AND TERMS OF USE

Last Modified on October 16, 2020

This Red Card Authorized User License Agreement and Terms of Use (“Agreement”) is a binding agreement between you (“Authorized User” or “you”) and Red Card Media, LLC (“Red Card,” “us,” “our,” or “we”). This Agreement governs your use of any of Red Card’s websites, however accessed (collectively, the “Website”), mobile or other device applications (collectively, “App(s)”), platforms, and/or any other services (all collectively, “Red Card Services”) to which you have been provided access as an Authorized User of and by an organization or account holder in any Red Card program, including but not limited to the Red Card Dining Services program, the Red Card Ordering Services program, Red Card Check-in Services, and/or the Red Card Meal Plan program (collectively, the “Red Card Program(s)”).

BY USING OR ACCESSING ANY OF THE RED CARD SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL OR USE THE APPLICATION.

NOTE:  SECTION __ BELOW CONTAINS A MANDATORY ARBITRATION PROVISION AND WAIVER OF CLASS ACTION RIGHTS.  BY AGREEING TO THESE TERMS, YOU AGREE TO AND ARE BOUND BY THESE PROVISIONS.

  1. Authorized Red Card Services. You are authorized to use certain Red Card Services under this Agreement and pursuant to the authorization provided to you by the organization or account holder in the applicable Red Card Program.  Any reference to the App or any other Red Card Services under this Agreement refers to the specific App or Red Card Services in the Red Card Program for which you are an Authorized User.
  2. License Grant. Subject to the terms of the Red Card Program agreements under which you are an Authorized User (as set forth below) and the terms of this Agreement, Red Card grants you a limited, royalty-free, non-exclusive, nontransferable and revocable license to:
    • use the Red Card Services;
    • download, install, and use the App for your personal, non-commercial use on a single mobile or other device (including computer or tablet) owned or otherwise controlled by you (“Device”) strictly in accordance with the App’s documentation; and
    • access, stream, download, and use on such Device the products, services, features, functionality, and content accessible or hosted on the Website or App and made available in or otherwise accessible through the App, strictly in accordance with this Agreement.
  3. License Restrictions. You shall not:
    • Use or copy any Red Card Services, except as expressly permitted by this license;
    • modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of or from the Red Card Services;
    • provide any false or incorrect information about you or relating to your use of the Red Card Services
    • reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the App, Red Card Services, or any part thereof;
    • remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Red Card Services, including any copy thereof;
    • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Red Card Services, or any features or functionality of the Red Card Services, to any third party for any reason, including by making the Red Card Services available on a network where it is capable of being accessed by more than one device at any time;
    • remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Red Card Services;
    • Use the Red Card Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Red Card Services, including their ability to engage in real time activities through the Red Card Services;
    • Use any robot, spider or other automatic device, process or means to access the Red Card Services for any purpose, including monitoring or copying any of the material on the Red Card Services;
    • Use any manual process to monitor or copy any of the material on the Red Card Services or for any other unauthorized purpose without our prior written consent;
    • Use any device, software or routine that interferes with the proper working of any Red Card Services;
    • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
    • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Red Card Services, the server on which any of the Red Card Services are stored, or any server, computer or database connected to the Red Card Services; or
    • Attack the Red Card Services via a denial-of-service attack or a distributed denial-of-service attack or otherwise attempt to interfere with the proper working of the Red Card Services.
  4. Reservation of Rights. You acknowledge and agree that the App and Red Card Services are provided under license, and that you do not acquire any ownership interest in them under this Agreement, or any other rights thereto other than to use the App or Red Card Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Red Card and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the App and Red Card Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
  5. Applicable Red Card Program Terms. Your license and right to use the App and Red Card Services is subject at all times to the terms and conditions of the applicable Red Card Program (the “Red Card Program Terms”) under which you are an Authorized User.  For more information about the applicable Red Card Program Terms, please contact the organization or account holder that provided you authorization to use the Red Card Services.
  6. Collection and Use of Your Information. You acknowledge that when you use the App or Red Card Services, you may be required to provide certain information as a condition to downloading, installing, or using the App or Red Card Services, and the App or Red Card Services may collect certain information from you. We collect, use, and process your information in various ways depending on the Red Card Program.  If you are an Authorized User of our Red Card Meal Plan, our privacy practices are described in this Privacy Policy.  For our other Red Card Programs, we collect, use, and process your information on behalf of the organization that provided you authorization to use the respective Red Card Services.  Please contact that organization to learn more about the privacy practices relating to the information we collect and process on their behalf through those services.
  7. Updates to the Red Card Services. Red Card may from time to time in its sole discretion develop and provide App and Red Card Service updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Red Card has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either:
    • the App will automatically download and install all available Updates; or
    • you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the App, Red Card Services, or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the App and Red Card Services and be subject to all terms and conditions of this Agreement.

  1. Access. Red Card reserves the right to withdraw or amend the App or Red Card Services, and any service or material we provide in Red Card’s sole discretion without notice.  Red Card will not be liable if for any reason all or any part of the App or Red Card Services are unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the App or Red Card Services.  You are responsible for making all arrangements necessary for you to have access to the App and Red Card Services.
  2. Third-Party Materials. The App and Red Card Services may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Red Card is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Red Card does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
  3. Term and Termination. The term of Agreement commences when you access or use the App or Red Card Services in any way and will continue in effect until terminated by you or Red Card as set forth in this Section 9.  You may terminate this Agreement by deleting the App and all copies thereof from your Device.  Red Card may terminate this Agreement at any time without notice to you. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.  Upon termination:
  1. all rights granted to you under this Agreement will also terminate; and
  2. you must cease all use of the Application and delete all copies of the Application from your Device and account.

Termination will not limit any of Red Card’s rights or remedies at law or in equity and any terms or any rights that by their nature are intended to survive termination, shall survive termination of the Agreement.

  1. Your Account. You are responsible for any activity that occurs through your account or login or that you engage in through the Red Card Services.  If you choose, or are provided with, a user name, password, credentials, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account and/or credentials are personal to you and agree not to provide any other person with access to the App, Red Card Services, or portions of it using your user name, password, credentials, or other security information unless otherwise expressly permitted by us. Red Card is not liable for any damage, injury, or harm resulting from your failure to safeguard your password, credentials, or access information or your Device.  You agree to notify us immediately of any unauthorized access to or use of your user name, credentials, or password or any other breach of security.  You also agree to ensure that you exit from your account at the end of each session.  You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

By using the App or Red Card Services, you agree that, in addition to exercising common sense:

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.

  1. Disclaimer of Warranties. THE APP AND RED CARD SERIVCES ARE PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, RED CARD, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE WEBSITE AND APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, RED CARD PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

  1. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RED CARD OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE WEBSITE AND/OR APPLICATION OR FOR: (A) DEATH, PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; AND (B) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES PROVIDED BY THE APP OR RED CARD SERVICES.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

  1. Idemnification. You agree to defend, indemnify and hold harmless Red Card, its affiliates, officers, agents, employees, and partners arising from or in any way related to any third party claims, including claims of the organization or account holder who provided you authorization to use our Red Card Services, other Authorized Users, and any third parties who participate in our Red Card Services, relating to, from, and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of this Agreement or your use of the Red Card Services other than as expressly authorized in this Agreement, your violation of the rights of a third party, or any negligent acts, omissions or intentional wrongdoing by you. Any such indemnification shall be conditioned on the indemnified party: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. The indemnified party shall be entitled to participate in such defense at its own cost and expense.The foregoing Disclaimer of Warranties, Limitation of Liability and Indemnification provisions shall apply to the fullest extent permitted by law.
  2. Hold Harmless. You agree to hold harmless Red Card and its officers, directors, managers, members, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the Red Card Services or your breach of this Agreement.
  3. MANDATORY ARBITRATION; CLASS ACTION WAIVER. You and Red Card agree that all claims or disputes arising out of this Agreement will be decided by an arbitrator through arbitration and not by a judge or jury (“Arbitration Agreement”). This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) and evidences a transaction involving commerce. The arbitration will be conducted before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), which are available at www.adr.org. The arbitrator’s fees and the costs will be shared equally by the parties, unless prohibited by law. Parties are responsible for their own attorneys’ fees. The arbitration proceeding will take place in Madison, Wisconsin, unless otherwise agreed. A court of competent jurisdiction will have the authority to enter judgment on the arbitrator’s decision and award. The parties agree to bring any claim or dispute in arbitration on an individual basis only, and not as a class or collective action, and there will be no right or authority for any claim or dispute to be brought, heard or arbitrated as a class or collective action (“Class Action Waiver”). Regardless of anything herein and/or the applicable AAA Rules, the interpretation, applicability or enforceability of the Class Action Waiver and/or the arbitrability of a claim or dispute may only be determined by an arbitrator. The following claims are excluded from this Arbitration Agreement: (a) claims in small claims court; (b) claims to enforce or to prevent the actual or threatened violation of a party’s intellectual property rights; (c) claims for temporary relief in connection with an arbitrable controversy; and (d) claims that are non-arbitrable per the applicable federal statute.
  4. Data Charges and Mobile Plans. You are responsible for any mobile charges that you may incur for using the Red Card Services, including text-messaging and data charges. If you’re unsure what those charges may be, you should ask your service provider before using the Application.
  5. User Contributions. The Website and Application may contain message boards, chat rooms, personal pages or profiles, forums, bulletin boards and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Red Card Services. Any User Contribution you post will be considered non-confidential and non-proprietary.  By providing any User Contribution, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.  You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Red Card, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.  We are not responsible or liable to any third party for the content or accuracy of any User Contribution.

User Contributions must in their entirety comply with all applicable federal, state, location and international laws and regulations, and must not (i) contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable; (ii) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (iii) infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person; (iv) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with this Agreement and our Privacy Policy; (v) be likely to deceive any person; (vi) promote any illegal activity, or advocate, promote or assist any unlawful act; (vii) cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person; (viii) impersonate any person, or misrepresent your identity or affiliation with any person or organization; (ix) involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising; and (x) give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.  We have the right to remove or refuse to post any User Contribution for any or no reason in our sole discretion.

  1. Purchases and Other Terms and Conditions. Purchases for goods or services you make from third parties through the Red Card Services as an Authorized User may be subject to those third parties’ terms of sale and other additional terms and conditions. Red Card is not responsible for those terms and conditions, and any dispute you have with any such parties over those third party terms and conditions must be resolved with that third party.
  2. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
  3. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Wisconsin in each case located in Dane County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
  4. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
  5. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
  6. Changes to Terms. This Agreement may be changed by the Red Card from time to time and at any time without notice to you in the Red Card’s sole discretion.  All changes are effective immediately when we post them to the Website and/or App and apply to your use thereafter. We will notify you of any changes by updated in the Last Modified date above and indicating an update on the homepage of our Website.  You agree and accept that your continued use of the Red Card Services following any such amendment will be deemed an acceptance of the amended Agreement.  Please check this Agreement periodically so that you are aware of any changes, as they are binding on you.
  7. Contact Us. You may contact us about this Agreement by mail at 1360 Regent St #167, Madison, WI 53715 or by calling us at 608.256.2273.