Terms of Service

1. Overview

These Terms of Service govern Hosting and Maintenance services provided by REDEX LLC ("Provider", "we", "us", or "REDEX"). By using our services, you ("Client", "you") agree to be bound by these Terms and the Master Services Agreement (MSA).

Capitalized terms used in these Terms follow the definitions in the MSA unless otherwise specified.

3. Maintenance Inclusions

All Maintenance plans include:

• Managed hosting: AWS infrastructure with 99.9% uptime SLA
• SSL management: Automatic certificate renewal and HSTS enforcement
• Security patching: Regular system and application updates
• Uptime monitoring: 24/7 monitoring with automated alerts
• Nightly backups: Encrypted backups with 30-day retention (unless extended by contract)
• A2P/Dialpad checks: Basic integration health monitoring
• Rolling updates: Development time per selected plan (non-cumulative, does not roll over)
• Email support: Monday-Saturday, 9am-8pm ET (response within 24 hours for standard plans)

Important: Unused development time does NOT carry over to the next month. Additional work beyond included hours is billed at $185/hour (time & materials, pre-approved).

4. Suspension Ladder

The following suspension process is enforced for all past-due accounts:

5. Email Deliverability

Important notice about email services:

• Reliable inbox delivery of contact form emails requires AWS SES or SendGrid configuration with SPF/DKIM/DMARC authentication
• Until email deliverability is configured, CRM entries (e.g., Dialpad contacts) are the system of record for lead capture
• Email deliverability setup is available as an add-on service (see Pricing)
• Provider is not responsible for email delivery failures if Client has not purchased email deliverability setup

6. Third-Party Services & Limitations

Provider is not responsible for outages, changes, or limitations imposed by third-party services, including but not limited to:

• AWS (hosting infrastructure)
• Dialpad (CRM and telephony)
• Google (reCAPTCHA, Analytics, Business Profile)
• Mobile carriers (A2P messaging)
• Domain registrars and DNS providers
• Email service providers (SES, SendGrid)

Provider will use commercially reasonable efforts to work around or mitigate third-party issues, but remedies are limited to alternative solutions where feasible.

7. Termination & Data Export

Upon termination of services:

• Provider will provide a backup/export of Client data and application code
• Data export is provided only after all outstanding balances are paid in full
• Backups are retained for 30 days after termination unless otherwise required by law or contract
• After 30 days, Provider has no obligation to retain or provide access to Client data
• Client is responsible for migrating their site to new hosting if desired

8. Payment Terms

• Project work: Invoiced per Statement of Work (SOW) milestones, due upon receipt
• Recurring services: Automatic Stripe subscription (card or ACH on file)
• Late fee: 1.5% per month (or maximum lawful rate, whichever is less)
• Currency: All fees are in United States Dollars (USD)
• Taxes: Client is responsible for all applicable sales, use, or other taxes

9. Acceptance Rule

Project deliverables are deemed accepted at the earlier of:

• (a) Written acceptance from Client
• (b) Site go-live to production
• (c) Five (5) business days after delivery

After acceptance, scope changes require a formal Change Order.

10. Disputes & Governing Law

• Governing law: State of Florida
• Dispute resolution: Per the dispute process outlined in the Master Services Agreement
• Non-disparagement: Both parties agree not to make false or misleading statements about the other party's performance, quality, or payment history
• False statements about performance or payments constitute a material breach of these Terms

11. Service Level Agreement (SLA)

For Provider-Hosted services with active Maintenance plans:

• Uptime guarantee: 99.9% monthly uptime (excludes scheduled maintenance)
• Scheduled maintenance: Provider will provide 48-hour notice for planned downtime
• Emergency maintenance: May be performed without notice to address security or stability issues
• SLA credits: Available for verified outages exceeding SLA (contact support for claims)

12. Intellectual Property

• Client retains ownership of their content, data, and branding
• Provider retains ownership of proprietary frameworks, tools, and methodologies
• Upon final payment, Client receives a non-exclusive license to use delivered application code
• Provider may showcase completed projects in portfolio with Client's approval

13. Limitation of Liability

Provider's total liability for any claims arising from these Terms is limited to the amount paid by Client in the twelve (12) months preceding the claim. Provider is not liable for indirect, incidental, consequential, or punitive damages.

14. Changes to Terms

Provider reserves the right to modify these Terms with 30 days' notice. Continued use of services after changes constitutes acceptance of updated Terms. Pricing changes require explicit written consent via new Order Form or Change Order.

15. Contact Information

For questions about these Terms or to discuss your service needs:

Email: legal@redexct.xyz
Support: support@redexct.xyz
Mail: REDEX LLC, 71 Oronoque Tr, Shelton, CT 06484
Phone: (475) 455-1907

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