These RED Atlas Enterprise Terms of Service (these "Enterprise Terms" or this "Agreement") govern access to and use of the RED Atlas Services under an Atlas Enterprise subscription. This Agreement is entered into between RED Atlas Inc., a Puerto Rico corporation ("RED Atlas"), and the customer identified in the applicable Order Form ("Customer"), and is effective as of the date Customer executes an Order Form incorporating these Enterprise Terms or otherwise indicates acceptance of this Agreement (the "Effective Date"). Each Order Form is incorporated into this Agreement upon execution. In the event of conflict, the order of precedence is: (1) the Order Form; (2) any executed Data Protection Agreement; (3) these Enterprise Terms; (4) the Documentation.
The RED Atlas self-serve Terms of Service do not apply to the RED Atlas Services purchased under an Order Form, except that use of RED Atlas's public websites remains subject to them. Enterprise subscriptions are sold by custom proposal; published self-serve pricing does not apply.
1. Definitions
"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity, where "Control" means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.
"Admin Account" means the administrative account provided with an Enterprise Subscription, through which Customer manages Seats, Authorized Users, and access controls.
"AI Connectors" means the integrations, connectors, plugins, or protocol endpoints authorized and published by RED Atlas that allow the RED Atlas Services to be queried from within third-party artificial-intelligence platforms and assistants.
"Attribution Requirements" means the source-credit requirements set out in Section 4.4.
"Authorized User" means an individual employee, director, officer, or other member of Customer's (or, where permitted under Section 2.5, its Affiliates') organization, or a Contracted Service Provider authorized under Section 2.6, whom Customer has authorized to use the RED Atlas Services under a Seat.
"Beta Services" means services or functionality identified as beta, pilot, preview, evaluation, or similar, made available at no additional charge.
"Client Deliverable" means a confidential document or report prepared by Customer for a single, identified client of Customer in a bona fide engagement, containing excerpts of Licensed Data as supporting material within Customer's own professional analysis.
"Contact Data" means any Licensed Data consisting of, or enriched with, information identifying or reasonably capable of identifying a natural person, including owner and party names, mailing addresses, telephone numbers, and email addresses, and any leads or enrichment outputs derived from them.
"Credits" means the metered usage units consumed when the RED Atlas Services are queried or when reports, exports, or API or AI Connector calls are made, at the consumption rates published by RED Atlas or set out in the Order Form.
"Customer Data" means electronic data and information submitted to the RED Atlas Services by or on behalf of Customer or its Authorized Users, excluding the RED Atlas Services and Licensed Data.
"Derived Data" means analyses, models, visualizations, statistics, insights, or other works created by Customer using Licensed Data, in which the Licensed Data has been transformed such that the underlying Licensed Data records cannot be identified, extracted, reconstructed, or reverse-engineered.
"Documentation" means RED Atlas's then-current usage documentation for the RED Atlas Services.
"Export Data" means Licensed Data made available to Customer or its Authorized Users for download or for delivery outside the RED Atlas Platform, including flat-file deliveries, report exports, and API outputs retained by Customer.
"Licensed Data" means any data, records, analytics, valuations, estimates, statistics, maps, images, reports, or other content or information provided or made available by or on behalf of RED Atlas in connection with the RED Atlas Services, however delivered, including Export Data made available for download and data delivered by flat file, API, or AI Connector.
"Order Form" means a mutually executed order form, proposal, or statement of work between RED Atlas and Customer (or a written confirmation of purchase issued by RED Atlas by email) referencing these Enterprise Terms and setting out the RED Atlas Services, Seats, Credit volumes, delivery methods, modules, fees, term, and any special terms.
"Publication" (and "Publish") means making Licensed Data or Derived Data available to the public or to third parties beyond Customer's organization, including via websites, applications, social media, print or broadcast media, newsletters, research or market reports, marketing or advertising materials, investor communications, conferences, filings, or datasets or feeds.
"RED Atlas Services" means (a) the RED Atlas Platform (RED Atlas's hosted applications and related software and systems), (b) the RED Atlas API, (c) AI Connectors, (d) RED Atlas Reports and Export Data deliveries, (e) any modules identified in an Order Form (including the Contacts, Enrichment & Leads module), and (f) related support and professional services — in each case as set forth in the applicable Order Form and Documentation, together with the Licensed Data made available through them.
"Seat" means a subscription license for one (1) unique, named Authorized User.
"Usage Data" means technical logs, account and login data, and data about use of the RED Atlas Services (e.g., query frequency, API calls, errors, feature usage). Usage Data does not include Customer Data.
2. Access; Seats; Administration
2.1 Access and use rights. Subject to this Agreement and payment of Fees, RED Atlas grants Customer and its Authorized Users, during the Term, a limited, revocable, non-exclusive, non-transferable, non-sublicensable (except as expressly stated) license to access and use the RED Atlas Services identified in the Order Form, up to the Seats, Credit volumes, and usage limits stated there, for the purposes and subject to the license scopes in Section 4.
2.2 Admin Account; provisioning. RED Atlas will provision an Admin Account. Customer shall designate an account manager, keep the designation current, and manage Seat assignments through the Admin Account. Where included in the Order Form, RED Atlas will make single sign-on (SSO) and administrative controls available.
2.3 Authorized Users; one person per Seat. Customer shall designate no more Authorized Users than its purchased Seats. Each Seat is personal to one named individual with individual credentials; Seats may be reassigned to a replacement individual permanently, not shared, pooled, or rotated. Customer is responsible for all use of the RED Atlas Services under its and its Authorized Users' accounts, shall ensure Authorized Users comply with this Agreement, and shall require strong authentication practices. Customer shall notify RED Atlas promptly of any unauthorized access or use.
2.4 API keys. Customer shall keep API keys confidential, shall not provide the RED Atlas API or any API key to any third party without RED Atlas's prior written consent, and may share keys internally only with Authorized Users under confidentiality obligations at least as protective as this Agreement. API access is limited to the volumes stated in the Order Form or otherwise notified by RED Atlas.
2.5 Affiliate use. Customer may extend access to Affiliates only if and as stated in the Order Form. Customer is fully responsible for its Affiliates' acts and omissions, and no Affiliate may bring any claim against RED Atlas unless it has executed its own Order Form.
2.6 Contracted Service Providers. Customer's third-party contractors or service providers may access the RED Atlas Services only if identified in, or approved in writing under, the Order Form, only under Customer's Seats, solely to provide services to Customer, and provided each is bound by written obligations at least as protective as this Agreement. Customer remains fully responsible for their acts and omissions. Any use by a service provider for its own benefit, for other clients, or to provide data services is prohibited.
2.7 Beta Services. Beta Services are optional, provided "AS IS," excluded from any SLA, and may be modified or discontinued at any time. RED Atlas will have no liability arising from Beta Services.
3. Credits; Usage; Modifications
3.1 Credits. Use of the RED Atlas Services consumes Credits at the rates stated in the Order Form or published in the Documentation. Unless the Order Form states otherwise, monthly Credit allotments reset each month, do not roll over, have no cash value, and are non-refundable. Usage in excess of contracted volumes may be blocked, throttled, or invoiced at the overage rates stated in the Order Form.
3.2 Delivery methods. Licensed Data is delivered through the methods stated in the Order Form (Platform, API, AI Connectors, and/or Reports/Export Data). Customer shall not use delivery methods, data categories, or geographies not included in its Order Form, or otherwise obtain access that would require additional Fees.
3.3 Internal systems storage. Customer may load Export Data and API outputs into its internal systems and data stores solely to exercise the licenses in Section 4, provided access is limited to Authorized Users, the data remains protected as RED Atlas's Confidential Information, proprietary notices are retained, and the storage is not used to circumvent Seats or Credits. Any broader retention, warehouse, or redistribution rights must be stated in the Order Form.
3.4 Modifications; data updates. RED Atlas may modify the RED Atlas Services without liability, provided they continue to conform materially to the Order Form and Documentation. Licensed Data changes continuously; Customer's right is to the Licensed Data as it exists from time to time during the Term. Portions of the Licensed Data may originate with third-party sources, and their continued availability may depend on RED Atlas's arrangements with those sources.
4. License Scopes
4.1 Internal business use. Customer and its Authorized Users may use the RED Atlas Services and Licensed Data for Customer's internal business purposes: analysis, underwriting, valuation, research, portfolio management, market monitoring, and preparation of Customer's own internal work product.
4.2 Client Deliverables. Customer may include Licensed Data in Client Deliverables, provided each Client Deliverable (a) is prepared for and provided to a single, identified client in a bona fide engagement; (b) is confidential and not made public; (c) uses Licensed Data as supporting reference material within Customer's own analysis rather than as the deliverable itself; (d) does not provide the recipient bulk records, a dataset, or a substitute for a RED Atlas subscription; (e) credits RED Atlas per the Attribution Requirements; and (f) grants the recipient no right to extract, reuse, or redistribute Licensed Data. Broader deliverable rights, if any, are as stated in the Order Form.
4.3 Enterprise Publication License. Subject to this Agreement, payment of Fees, and the conditions below, RED Atlas grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide license, during the Term, to Publish excerpts of Licensed Data, and Derived Data, in materials authored by or for Customer — including research notes, market reports, articles, presentations, marketing materials, investor communications, and Customer's public-facing digital properties (each, a "Published Work") — on ALL of the following conditions:
- (a) Attribution. Every Published Work satisfies the Attribution Requirements (Section 4.4).
- (b) No substitution or reconstruction. Published Works may include only excerpts and aggregates reasonably necessary to support Customer's analysis or narrative. No Published Work (alone or with other Published Works) may reproduce Licensed Data in bulk; enable extraction, reconstruction, or reverse engineering of any material portion of the Licensed Data or the RED Atlas database; or act as a market substitute for, or reduce the need of any third party to purchase, the RED Atlas Services.
- (c) No feeds, datasets, or downloads. Publication does not include making Licensed Data available as (or within) any dataset, database, download, file transfer, feed, API, widget, or machine-readable service to third parties. Any such distribution requires a separate redistribution addendum in an Order Form.
- (d) No sublicensing of publication rights. Customer may not grant any third party (including publishers or platforms hosting Customer's Published Works) any right to reuse Licensed Data beyond hosting or distributing the Published Work itself.
- (e) Accuracy; context. Customer shall not alter Licensed Data in a Published Work in a way that misrepresents it, shall identify material transformations as Customer's own, and shall not present Licensed Data in a manner that states or implies RED Atlas's endorsement of Customer's conclusions, products, or services.
- (f) AI carve-out. Publication does not include making Licensed Data or Derived Data available for AI or machine-learning training or text-and-data-mining, which remain governed by Section 5.2.
- (g) Cooperation. Customer shall, on RED Atlas's reasonable request, correct or remove from Published Works under its control any Licensed Data that RED Atlas identifies as materially erroneous or as exceeding this license, within ten (10) business days of notice.
Upon termination or expiration of this Agreement, the Publication license ends: Published Works already lawfully distributed or published during the Term may remain in circulation in the form distributed (including online archives), but Customer shall create and Publish no new Published Works containing Licensed Data, and shall not update or reissue existing ones with Licensed Data, after the Term. Any breach of Sections 4.3, 4.4, or 5 automatically and immediately voids the Publication license (without prejudice to RED Atlas's other rights and remedies), and all Publication must cease until RED Atlas confirms reinstatement in writing.
4.4 Attribution Requirements. Each Published Work and Client Deliverable must credit RED Atlas legibly and proximately to the Licensed Data or Derived Data used, in one of the following forms (or as otherwise stated in the Order Form): "Source: RED Atlas (atlas.red)"; "Data: RED Atlas"; or "RED Atlas Inc., All Rights Reserved." Where space allows in digital works, the credit should hyperlink to atlas.red. Customer is granted a limited, revocable, non-exclusive license to display the RED ATLAS name and logo solely to satisfy these Attribution Requirements, in accordance with RED Atlas's brand guidelines as provided from time to time, without any right to suggest sponsorship, endorsement, or affiliation. Attribution is a condition of the licenses in Sections 4.2 and 4.3, not a mere covenant: use of Licensed Data in a Published Work or Client Deliverable without the required attribution is unlicensed use.
4.5 Contacts, Enrichment & Leads module. If (and only if) the Order Form includes the Contacts, Enrichment & Leads module, Customer may use Contact Data for Customer's own outreach, origination, research, and diligence relating to properties and markets, subject to ALL of the following:
- (a) NO FCRA USE. RED ATLAS IS NOT A CONSUMER REPORTING AGENCY AND CONTACT DATA IS NOT A CONSUMER REPORT. CUSTOMER SHALL NOT USE CONTACT DATA, IN WHOLE OR IN PART, TO DETERMINE ANY PERSON'S ELIGIBILITY FOR CREDIT, INSURANCE, EMPLOYMENT, HOUSING, TENANCY, GOVERNMENT BENEFITS, OR FOR ANY OTHER PURPOSE REGULATED BY THE FAIR CREDIT REPORTING ACT OR ANY SIMILAR LAW.
- (b) Marketing-law compliance. Customer is solely responsible for its outreach and shall comply with all applicable communications and marketing laws, including the TCPA, CAN-SPAM, telemarketing and do-not-call rules, and their Puerto Rico and Colombian counterparts, including obtaining any required consents, honoring opt-outs, and maintaining suppression lists.
- (c) Privacy compliance. Customer shall process Contact Data in compliance with applicable data-protection laws (including, where applicable, Puerto Rico law, U.S. state privacy laws, and Colombia's Law 1581 of 2012 and Law 1266 of 2008), shall honor deletion and objection requests it receives, and shall promptly give effect to suppression or deletion instructions issued by RED Atlas.
- (d) No resale or disclosure. Contact Data is for Customer's internal use only. Customer shall not Publish Contact Data (the Section 4.3 license does not extend to Contact Data), include it in Client Deliverables except as strictly necessary to the engagement, sell, license, or disclose it to any third party, or append it to any dataset made available to others.
- (e) Sensitive uses prohibited. Customer shall not use Contact Data to harass, stalk, harm, or unlawfully discriminate against any person, to locate protected individuals, or for political or ideological profiling.
- (f) Deletion. Upon termination of the module or this Agreement, Customer shall delete all Contact Data (including within CRM systems) except records of Customer's own resulting business relationships and communications, and shall certify deletion on request.
4.6 Reservation. All rights not expressly granted are reserved to RED Atlas and its licensors. Customer acquires no ownership interest in the RED Atlas Services or Licensed Data. No rights are granted by implication, estoppel, or otherwise.
5. Restrictions
5.1 General restrictions. Customer and its Authorized Users shall not, and shall not permit or enable any third party to:
- (a) scrape, crawl, harvest, or use any automated or manual process to access, acquire, copy, or monitor the RED Atlas Services or Licensed Data outside the delivery methods and volumes licensed in the Order Form;
- (b) copy, distribute, disclose, or make available any part of the RED Atlas Services or Licensed Data except as expressly licensed in Section 4;
- (c) build, populate, enhance, verify, or refresh any database, dataset, index, model, or information resource for third parties using Licensed Data, or use Licensed Data to improve data sold or contributed to third parties;
- (d) develop, market, or operate any product or service that competes with or substitutes for the RED Atlas Services using the RED Atlas Services or Licensed Data, or use them to benchmark for a competitor;
- (e) rent, lease, sell, resell, sublicense, assign, or transfer rights to the RED Atlas Services; or use them on a timesharing, service-bureau, or outsourced basis for third parties;
- (f) reverse engineer, decompile, or disassemble the RED Atlas Services or attempt to access source code, models, or underlying algorithms, except to the extent the restriction is prohibited by law;
- (g) remove, alter, or obscure proprietary notices; misattribute Licensed Data; or misrepresent its source or currency;
- (h) circumvent, disable, or interfere with authentication, API keys, rate limits, Credit metering, Seat controls, data-access boundaries, or other technological measures, which are access controls protecting RED Atlas's proprietary systems and copyrighted compilations (circumvention may also violate the Computer Fraud and Abuse Act, 18 U.S.C. § 1030, and the Digital Millennium Copyright Act, 17 U.S.C. § 1201);
- (i) impose an unreasonable or disproportionate load on RED Atlas infrastructure; introduce malware; disrupt or interfere with the RED Atlas Services or other customers; or access data categories, geographies, or volumes not licensed in the Order Form;
- (j) use the RED Atlas Services or Licensed Data in violation of law, including fair-housing, fair-lending, anti-discrimination, privacy, and marketing laws, or the FCRA restrictions in Sections 4.5(a) and the Data Use & Disclaimers Notice; or
- (k) share credentials or permit more than one individual to use a Seat.
5.2 AI and text-and-data-mining. Customer shall not, and shall not permit or enable any third party (including any AI platform or model provider) to, use the RED Atlas Services or Licensed Data to train, pre-train, fine-tune, calibrate, ground, embed, benchmark, evaluate, or otherwise develop or improve any machine-learning or artificial-intelligence model, system, or dataset, or to create embeddings, vector stores, or retrieval corpora of Licensed Data — except that Customer may (a) query the RED Atlas Services through authorized AI Connectors for transient, in-session retrieval, and (b) use Licensed Data within Customer's internal AI tools for retrieval-augmented analysis by Authorized Users, provided the Licensed Data is not used to train or improve any model, is stored only as permitted by Section 3.3, and is not exposed to any third party or third-party model training. RED Atlas expressly reserves all text-and-data-mining and AI-training rights in the Licensed Data, as an express reservation and opt-out to the fullest extent recognized by applicable law. AI and machine-learning training licenses, where offered, require a separate written addendum.
5.3 Responsibility for AI platforms. Queries made through AI Connectors consume Credits and are subject to this Agreement as if made in the Platform. Customer is responsible for its Authorized Users' connected AI accounts and for compliance with third-party AI platform terms. Outputs generated by third-party AI systems are not statements or valuations of RED Atlas, and material figures should be verified against the Platform.
6. Customer Data; Usage Data; Privacy
6.1 Customer Data. Customer owns Customer Data. Customer grants RED Atlas a non-exclusive, worldwide license to host, copy, process, transmit, display, and disclose Customer Data as necessary to provide and support the RED Atlas Services and comply with law. Customer represents that it has all rights necessary to provide Customer Data and that its provision and use violate no law or third-party right.
6.2 Aggregated and Usage Data. RED Atlas may collect and use Usage Data, and may aggregate and de-identify Customer Data such that neither Customer nor any natural person is identifiable ("Aggregated Data"), to operate, secure, benchmark, and improve the RED Atlas Services. Aggregated Data and Usage Data are RED Atlas's property.
6.3 Data protection. Each party shall comply with applicable data-protection laws. Where RED Atlas processes personal data within Customer Data on Customer's behalf, the parties shall execute RED Atlas's Data Protection Agreement, which is incorporated by reference upon execution. Cross-border transfers of personal data are made subject to appropriate safeguards, including, where applicable, the EU Standard Contractual Clauses and UK addendum incorporated through the DPA and the measures described in the RED Atlas Intra-Group Personal Data Protection Statement. RED Atlas's handling of personal data is further described in the RED Atlas Privacy Policy, and government and law-enforcement requests are handled per the RED Atlas Law Enforcement Data Request Statement.
6.4 Security. RED Atlas maintains administrative, technical, and physical safeguards designed to protect the RED Atlas Services and Customer Data, as described in the Documentation or Order Form. No system is perfectly secure, and except as expressly stated in an Order Form or DPA, RED Atlas does not warrant absolute security.
7. Proprietary Rights
7.1 RED Atlas ownership. RED Atlas owns all right, title, and interest in and to the RED Atlas Services, Licensed Data, Documentation, Aggregated Data, Usage Data, and all ideas, know-how, improvements, enhancements, and derivative works developed in connection with providing the RED Atlas Services (including work performed to customize the RED Atlas Services for Customer) ("Developments"), and all intellectual-property rights in each. The Licensed Data and the RED Atlas database are protected, among other things, as compilations and collective works developed through the expenditure of substantial time, effort, and money. If Customer or any Authorized User is held to own any interest in the RED Atlas Services or Developments, Customer hereby assigns, and shall cause its Authorized Users to assign, that interest to RED Atlas and shall reasonably assist in perfecting it.
7.2 Feedback. Customer assigns to RED Atlas all right, title, and interest in suggestions, feedback, error reports, and similar information regarding the RED Atlas Services (excluding Customer Data), and RED Atlas may use them without restriction or compensation.
7.3 Trademarks and patents. RED Atlas's trademarks, and the patents protecting the RED Atlas Services, are identified in the RED Atlas Trademark & Patent Notice. Except for the limited attribution license in Section 4.4, no trademark rights are granted, and Customer shall not use RED Atlas's names, marks, or logos without prior written consent.
8. Confidentiality
8.1 Definition. "Confidential Information" means non-public information disclosed by or on behalf of a party in connection with this Agreement, in any form, whether or not marked confidential, that a reasonable person would understand to be confidential. RED Atlas's Confidential Information includes the RED Atlas Services, Licensed Data, Documentation, Usage Data, security information, and the terms, pricing, and negotiations of this Agreement and every Order Form and proposal (Enterprise pricing is custom and non-public). Customer's Confidential Information includes Customer Data.
8.2 Obligations. The receiving party shall use the disclosing party's Confidential Information only to perform its obligations or exercise its rights under this Agreement, shall not disclose it to third parties except to personnel and advisors bound by obligations at least as protective and with a need to know, and shall protect it with at least the same degree of care it uses for its own similar information, and no less than reasonable care.
8.3 Exclusions. Except for Licensed Data and personal data, Confidential Information does not include information that (a) was rightfully known to the recipient without duty of confidentiality; (b) is or becomes public through no fault of the recipient; (c) is rightfully received from a third party without duty of confidentiality; or (d) is independently developed without use of the discloser's Confidential Information.
8.4 Compelled disclosure. Disclosure compelled by law or legal process is not a breach, provided the recipient gives prompt notice (where legally permitted) so the discloser may seek protective treatment.
8.5 Return or destruction. Upon expiration or termination, each party shall, at the other's request, return or destroy (and certify destruction of) the other's Confidential Information, except archival copies retained under standard backup procedures or as required by law, which remain protected. If Customer fails to destroy or return Licensed Data as required, then in addition to RED Atlas's other rights and remedies, Customer shall pay RED Atlas the fees ordinarily charged for the Licensed Data for the period until destruction or return is completed and certified.
9. Fees; Payment; Taxes
9.1 Fees. Customer shall pay the fees set forth in each Order Form ("Fees"). Except as expressly stated in this Agreement or the Order Form, Fees are non-cancelable and non-refundable, under-use of contracted volumes does not reduce Fees or create credits, and unused volumes do not carry over.
9.2 Payment terms. Unless the Order Form states otherwise, Fees are invoiced annually in advance and payable net thirty (30) days from invoice, in U.S. dollars. Late amounts accrue interest at the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs. If Customer pays by payment card, Customer authorizes recurring charges for Fees as they come due and represents it is authorized to use the card.
9.3 Disputed amounts. Customer shall notify RED Atlas of any good-faith Fee dispute within thirty (30) days of invoice, and the parties shall resolve it promptly; undisputed amounts remain payable when due.
9.4 Taxes. Fees are exclusive of taxes, levies, and duties (including sales, use, IVU, VAT, GST, and withholding). Customer is responsible for all such amounts arising from its purchase and use (other than taxes on RED Atlas's net income) and shall gross up payments subject to withholding, unless Customer provides a valid exemption certificate.
9.5 Renewal pricing. Renewal Fees will be at RED Atlas's then-applicable pricing unless the Order Form states otherwise, provided RED Atlas gives notice of any increase at least sixty (60) days before renewal. Reduced volumes at renewal are re-priced without regard to prior per-unit pricing.
10. Term; Termination; Suspension
10.1 Term. This Agreement commences on the Effective Date and continues while any Order Form is in effect, unless terminated as provided below. Each Order Form runs for the subscription term stated in it and, unless the Order Form states otherwise, renews automatically for successive one (1)-year terms unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term (together, the "Term").
10.2 Termination for cause. Either party may terminate this Agreement or the affected Order Form (a) for material breach not cured within thirty (30) days of written notice, or (b) immediately if the other party becomes insolvent or subject to bankruptcy, receivership, or similar proceedings. RED Atlas may terminate this Agreement and any Order Form immediately upon written notice in the event of Customer's breach of Section 4 (License Scopes), Section 5 (Restrictions), or Section 8 (Confidentiality), or Customer's undergoing a change of control in favor of a RED Atlas competitor (as reasonably determined by RED Atlas).
10.3 Termination for convenience (no Order Forms). Either party may terminate this Agreement on thirty (30) days' notice if no Order Form is then in effect.
10.4 Supplier, legal, and privacy events. RED Atlas may withdraw or modify any RED Atlas Service on reasonable notice as required by third-party data suppliers or applicable law, or where Customer's use is the subject of a substantiated, material consumer-privacy concern. If such an event renders performance of an Order Form illegal, substantially reduces RED Atlas's reasonably expected economic benefit, or commercially unreasonably increases its burden of performance, RED Atlas may terminate the affected Order Form on thirty (30) days' notice, and, in the case of RED Atlas's withdrawal of a Service not caused by Customer, will refund the prorated prepaid Fees for the withdrawn Service.
10.5 Suspension. RED Atlas may suspend some or all of the RED Atlas Services (a) on five (5) business days' notice for uncured material breach, including non-payment; and (b) immediately, where Customer's or an Authorized User's use poses an imminent threat to the security, integrity, or lawful operation of the RED Atlas Services, any data, or any other customer, for the duration of the threat. RED Atlas will limit suspensions in scope and duration to what is reasonably necessary.
10.6 Effect of termination. Upon expiration or termination: all licenses end (subject to the archival tail for Published Works in Section 4.3); Customer shall cease all access and use; Customer shall destroy or return all Licensed Data and Confidential Information per Section 8.5 (including purging Licensed Data and Contact Data from internal systems) and certify destruction on request; and all Fees accrued through the termination effective date remain payable. Termination by RED Atlas for cause does not entitle Customer to any refund. Sections 1, 4.3 (final paragraph), 4.4 (as to distributed works), 4.5(f), 5, 6.2, 7, 8, 9, 10.6, 11, and 12 through 16 survive.
11. Audit
During the Term and for three (3) years after, if RED Atlas has reasonable grounds to believe Customer is or was in violation of this Agreement, Customer shall, on reasonable notice and during business hours, permit RED Atlas or its designee (under confidentiality obligations no less protective than this Agreement) to audit the records, systems, logs, and Published Works of Customer reasonably necessary to verify compliance, no more than once per twelve (12)-month period absent reasonable suspicion of ongoing breach. Customer shall cooperate reasonably and promptly provide requested materials. If an audit reveals material noncompliance — including use exceeding licensed Seats, Credits, or delivery methods by five percent (5%) or more, or unlicensed Publication — Customer shall promptly pay the Fees attributable to the excess or unlicensed use at RED Atlas's then-current rates, plus RED Atlas's reasonable audit costs, without limiting RED Atlas's other rights and remedies.
12. Warranties; Disclaimer
12.1 Mutual. Each party represents and warrants that it is validly existing, has the power and authority to enter into this Agreement, and that its performance will comply with applicable law.
12.2 RED Atlas limited warranties. RED Atlas warrants that (a) the RED Atlas Services will conform in all material respects to the Order Form and Documentation, and (b) it will provide the RED Atlas Services with commercially reasonable skill and care. Customer's exclusive remedy for breach of this Section 12.2 is re-performance or correction and, if RED Atlas cannot materially correct within thirty (30) days of notice, termination of the affected Order Form and a prorated refund of prepaid, unused Fees for the non-conforming Service.
12.3 Data disclaimer. LICENSED DATA IS COMPILED FROM PUBLIC RECORDS AND OTHER SOURCES THAT CONTAIN ERRORS, OMISSIONS, AND LAGS. EXCEPT AS EXPRESSLY STATED IN SECTION 12.2 OR AN ORDER FORM, THE RED ATLAS SERVICES AND LICENSED DATA (INCLUDING BETA SERVICES) ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND RED ATLAS, ITS LICENSORS, AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS, AND UNINTERRUPTED OR ERROR-FREE OPERATION. LICENSED DATA AND VALUATIONS ARE INFORMATIONAL ESTIMATES, NOT APPRAISALS OR PROFESSIONAL ADVICE, AND THE RED ATLAS DATA USE & DISCLAIMERS NOTICE (INCLUDING ITS FCRA, FAIR-HOUSING, AND AVM PROVISIONS) IS INCORPORATED BY REFERENCE. RED ATLAS IS NOT RESPONSIBLE FOR THIRD-PARTY PRODUCTS, SITES, OR AI PLATFORMS USED WITH THE RED ATLAS SERVICES.
13. Indemnification
13.1 By RED Atlas. RED Atlas shall defend Customer against any third-party claim alleging that the RED Atlas Services, as provided by RED Atlas and used in accordance with this Agreement, infringe a United States patent, copyright, or trademark, or misappropriate a trade secret, and shall indemnify Customer against damages, costs, and reasonable attorneys' fees finally awarded against Customer (or agreed in settlement by RED Atlas) for such claim. If the RED Atlas Services are, or in RED Atlas's opinion are likely to become, the subject of such a claim, RED Atlas may procure the right to continue providing them, modify or replace them without material loss of functionality, or, if neither is commercially practicable, terminate the affected Order Form and refund prepaid, unused Fees. RED Atlas has no obligation for claims arising from (a) Customer Data; (b) combination of the RED Atlas Services with items not provided by RED Atlas, where the claim would not have arisen but for the combination; (c) modifications not made by RED Atlas; (d) use in violation of this Agreement or the Documentation; or (e) Beta Services. This Section 13.1 states RED Atlas's entire liability and Customer's exclusive remedy for infringement claims.
13.2 By Customer. Customer shall defend, indemnify, and hold harmless RED Atlas, its Affiliates, and their officers, directors, employees, and agents against all losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of any third-party claim relating to: (a) Customer Data; (b) Customer's or its Authorized Users' use of the RED Atlas Services or Licensed Data in breach of this Agreement or in violation of law (including marketing, privacy, FCRA, and fair-housing laws in connection with Contact Data); (c) Published Works and Client Deliverables, including any reliance on them by any person; or (d) Customer's grossly negligent or willful acts or omissions.
13.3 Procedure. The indemnified party shall give prompt notice of the claim (failure to do so relieving the indemnifying party only to the extent prejudiced), reasonable cooperation, and sole control of the defense and settlement to the indemnifying party, provided no settlement imposing obligations or admissions on the indemnified party may be made without its consent, not unreasonably withheld.
14. Limitation of Liability
14.1 Cap. EXCEPT AS PROVIDED IN SECTION 14.3, THE AGGREGATE LIABILITY OF EACH PARTY (TOGETHER WITH ITS AFFILIATES) ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID AND PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM(S) IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
14.2 Consequential damages. EXCEPT AS PROVIDED IN SECTION 14.3, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY, AND REGARDLESS OF THE THEORY OF LIABILITY. LICENSED DATA IS INFORMATIONAL; RED ATLAS SHALL HAVE NO LIABILITY FOR DECISIONS OR TRANSACTIONS MADE IN RELIANCE ON IT.
14.3 Exclusions from the limits. Sections 14.1 and 14.2 do not apply to: (a) Customer's breach of Section 4 (License Scopes) or Section 5 (Restrictions), or its Fee and audit-payment obligations; (b) either party's breach of Section 8 (Confidentiality), excluding Customer Data incidents addressed in the DPA; (c) a party's indemnification obligations under Section 13; (d) a party's gross negligence, willful misconduct, or fraud; or (e) liability that cannot be limited under applicable law.
14.4 Basis of the bargain. These allocations of risk are integral to the pricing of the RED Atlas Services and apply even if a limited remedy fails of its essential purpose.
15. Government Customers
If Customer is a government entity: (a) use, duplication, and disclosure of the RED Atlas Services are subject to the license scopes and restrictions of this Agreement, which are provided as commercial items and commercial computer software/technical data to the maximum extent recognized by applicable procurement law; (b) provisions of this Agreement that are prohibited as applied to that government customer by mandatory procurement law (for example, certain indemnities, renewal, or venue provisions) shall be deemed modified to the minimum extent necessary to comply, and the parties shall document required modifications in the Order Form; and (c) Customer represents that its execution and performance are duly authorized and funded, and shall notify RED Atlas promptly of any non-appropriation affecting a renewal.
16. General
16.1 Governing law; venue; jury waiver. This Agreement is governed by the laws of the United States and the Commonwealth of Puerto Rico, without regard to conflict-of-laws principles, and excluding the U.N. Convention on Contracts for the International Sale of Goods. The state and federal courts located in San Juan, Puerto Rico have exclusive jurisdiction over all disputes arising out of or relating to this Agreement, each party consents to personal jurisdiction and venue there, and EACH PARTY WAIVES TRIAL BY JURY. Nothing in this Section prevents either party from seeking interim injunctive relief in any court of competent jurisdiction.
16.2 Injunctive relief; fees. Customer acknowledges that breach of Sections 4, 5, 7, or 8 would cause RED Atlas irreparable harm for which damages are inadequate, and RED Atlas is entitled to seek injunctive and other equitable relief without posting bond, in addition to all other remedies. In any action to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.
16.3 Compliance; sanctions; anti-corruption. Each party shall comply with applicable export-control, economic-sanctions, and anti-corruption laws (including the U.S. Foreign Corrupt Practices Act). Customer represents that neither it nor its Authorized Users are located in, organized under, or acting for any comprehensively sanctioned jurisdiction (currently including Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk, and so-called Luhansk regions of Ukraine) or any sanctioned or blocked party, and shall not use the RED Atlas Services for their benefit or in connection with weapons proliferation, terrorism, money laundering, or human-rights violations. RED Atlas may suspend or terminate immediately as necessary to comply with such laws.
16.4 Notices. Legal notices must be in writing and are effective on delivery: to RED Atlas, at RED Atlas Inc., Attn: Legal, Forward Center, PR-18 & PR-21, San Juan, Puerto Rico 00927, with a copy to legal@atlas.red; to Customer, at the notice address or email in the Order Form. Operational notices may be given through the RED Atlas Services or by email.
16.5 Assignment. Neither party may assign this Agreement without the other's prior written consent, except that either party may assign it in its entirety, on notice, to an Affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all assets — provided any assignment by Customer to a RED Atlas competitor requires RED Atlas's prior written consent. Any other purported assignment is void.
16.6 Publicity. Neither party may use the other's name or logo publicly without prior written consent, except that RED Atlas may identify Customer by name and logo as a customer in customer lists and sales materials unless Customer opts out by written notice or the Order Form provides otherwise. Customer's attribution obligations under Section 4.4 are not "publicity" for purposes of this Section.
16.7 Relationship; third parties. The parties are independent contractors. There are no third-party beneficiaries to this Agreement.
16.8 Force majeure. Neither party is liable for delay or failure (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, power or telecommunications failures, acts of government, labor disputes, data-supplier failures, and internet or hosting disturbances.
16.9 Entire agreement; amendments; construction. This Agreement (including Order Forms, the DPA if executed, and documents incorporated by reference, including the Data Use & Disclaimers Notice, Privacy Policy, Law Enforcement Data Request Statement, and Trademark & Patent Notice) is the parties' entire agreement regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications on that subject, including the Atlas Enterprise Terms of Service and Atlas Terminal Terms of Service drafts dated 2022 and, as to Customer's Enterprise subscription, the self-serve Terms of Service. Customer purchase-order terms are rejected and of no effect. Amendments must be in a writing signed by both parties (Order Forms may be executed electronically). "Including" means "including without limitation"; headings are for convenience; each Order Form is construed together with these Enterprise Terms.
16.10 Counterparts; e-signature. Order Forms and amendments may be executed in counterparts and by electronic signature, each of which is an original and together one instrument.
