Terms of Service

1. Agreement and Acceptance

By signing an Order, accepting a proposal, submitting payment information, clicking an acceptance checkbox, accessing RedvailOS, or using any Service, Client agrees to these Terms.

The individual accepting these Terms represents that the individual is legally authorized to bind the campaign, committee, political organization, nonprofit organization, business, candidate, officeholder, or other entity identified as the Client.

The Services are offered for professional, political, organizational, or commercial purposes and are not intended for personal, family, or household use.

These Terms, together with each applicable Order, constitute the complete agreement between Redvail and Client. If an Order expressly conflicts with these Terms, the Order controls solely with respect to that conflict. Marketing materials, demonstrations, platform descriptions, informal communications, and statements regarding general capabilities do not expand the scope of an Order.

2. Definitions

“Client” means the entity identified in an Order and any authorized user acting on its behalf.

“Client Materials” means content, data, logos, photographs, videos, documents, voter or donor records, account information, and other materials supplied by or on behalf of Client.

“Deliverables” means the specific work product expressly identified as a deliverable in an Order.

“Order” means an accepted proposal, order form, statement of work, service agreement, invoice, checkout page, subscription selection, or other document identifying Services, fees, or deliverables.

“Platform Services” means RedvailOS and any associated website builder, CRM, automation, email, SMS, forms, funnels, analytics, hosting, integration, data, or account-management functionality.

“Redvail Materials” means Redvail’s software, systems, processes, templates, workflows, source code, platform architecture, methods, documentation, libraries, automations, data models, technology, know-how, and preexisting or generally reusable materials.

“Services” means the consulting, technology, fundraising, advertising, data, website, creative, communications, platform, or other services identified in an Order.

3. Scope of Services

Redvail will provide only the Services and Deliverables expressly identified in the applicable Order.

A description of what Redvail, RedvailOS, an integration, or a platform is capable of performing does not mean that every capability is included in Client’s purchased service package. The availability of website, fundraising, email, SMS, social media, CRM, automation, video, advertising, data, or integration functionality does not obligate Redvail to activate or manage that functionality unless expressly included in the Order.

Redvail may determine the reasonable methods, sequencing, staffing, systems, and workflows used to perform the Services. Estimated timelines and projected delivery dates depend upon Client’s timely cooperation, approvals, payments, access, and delivery of requested information.

Unless expressly stated otherwise in an Order, deliverable quantities, send cadences, advertising volumes, contact volumes, projected timelines, fundraising projections, and similar estimates are planning assumptions rather than guarantees.

4. Client Responsibilities

Client will:

1. Provide complete, accurate, and timely information;
2. Provide required approvals, content, credentials, access, disclaimers, and legal authorizations;
3. Review Deliverables and requests for approval promptly;
4. Maintain accurate billing and contact information;
5. Ensure that all individuals providing instructions to Redvail are authorized to do so;
6. Obtain all legally required permissions for Client Materials, contact lists, photographs, recordings, testimonials, messages, and other content;
7. Comply with applicable campaign-finance, election, communications, privacy, advertising, fundraising, telemarketing, email, text-messaging, intellectual-property, and disclosure laws; and
8. Maintain independent copies of Client Materials and critical campaign records.

A delay or failure caused by Client’s inaction, inaccurate information, delayed approval, lack of access, internal disagreement, or failure to perform a Client responsibility does not constitute nonperformance by Redvail. Redvail’s deadlines will be reasonably extended for the duration and operational effect of the delay.

5. Fees and Payment Authorization

Client will pay all fees, expenses, usage charges, pass-through costs, taxes, and other amounts identified in an Order.

An Order may include separate categories of fees, including:

1. One-time infrastructure, onboarding, implementation, design, setup, or development fees;
2. Recurring monthly or periodic service fees;
3. Platform, hosting, software, license, data, email, SMS, advertising, or usage charges; and
4. Third-party or pass-through expenses.

A one-time fee does not replace or satisfy separately identified recurring fees. Recurring fees compensate Redvail for continuing Services and remain payable regardless of whether Client achieves donations, revenue, votes, endorsements, media coverage, engagement, or another desired result.

By supplying a payment method and accepting an Order containing recurring charges, Client authorizes Redvail and its payment processor to charge that payment method for the initial payment, recurring fees, approved expenses, usage charges, renewal fees, and other amounts stated in the Order.

Recurring fees are charged in advance unless the Order states otherwise. Subscriptions continue for the term identified in the Order and thereafter renew on the cadence stated in the Order unless properly canceled.

Client must dispute an invoice or billing discrepancy in writing within ten calendar days after the charge or invoice. The notice must identify the specific charge, amount, and factual basis for the dispute. Failure to provide timely notice does not waive a right that cannot legally be waived, but may constitute acceptance of the invoice for contractual purposes.

6. Late Payments and Collection

Amounts not paid when due accrue interest at the lesser of one and one-half percent per month or the maximum rate permitted by applicable law.

Client is responsible, to the extent permitted by law, for reasonable collection costs, processor fees, returned-payment fees, chargeback fees, court costs, attorney fees, and expenses Redvail incurs to recover amounts owed or enforce the Agreement.

Redvail may require future payments to be made by ACH, wire transfer, certified funds, or another non-card method following a failed payment, reversal, refund demand, or chargeback.

Acceptance of a partial payment does not waive Redvail’s right to collect the remaining balance.

7. Payment Disputes and Chargebacks

A bank, card-network, or payment-processor decision concerning a dispute or chargeback is an administrative payment decision and does not determine the parties’ contractual rights, establish nonperformance, or extinguish an underlying payment obligation.

If a payment is reversed, debited, withheld, or charged back, the corresponding amount becomes immediately past due unless Redvail agrees otherwise in writing or a final binding determination establishes that the amount was not owed.

Except in cases involving suspected theft or unauthorized use of a payment instrument, Client agrees to provide Redvail written notice and a reasonable opportunity to investigate and respond before initiating a chargeback.

Client will describe the transaction, payment authorization, Services, Deliverables, communications, use of work product, and Redvail’s performance accurately and completely in any communication with a bank, card issuer, processor, platform, regulator, insurer, or other third party.

Client authorizes Redvail to provide the applicable institution with the Agreement, payment authorization, invoices, communications, platform activity, website records, delivery records, access logs, approvals, analytics, and other information reasonably necessary to answer a dispute or protect Redvail’s rights.

A materially false or misleading chargeback submission, including a material omission concerning authorization, delivery, access, approval, acceptance, or use of the Services, constitutes a material breach of the Agreement.

8. Foreseeable Effects of Payment Reversals

Client acknowledges that disputes and payment reversals may cause consequences extending beyond the amount of the reversed payment. These consequences may include processor fees, negative balances, reserves, payout delays, account reviews, payment-processing restrictions, interruption of unrelated client payments, loss of payment-processing access, administrative expenses, remediation costs, delayed receivables, and business interruption.

The parties agree that these consequences are reasonably foreseeable potential results of an unsupported, materially inaccurate, or contractually wrongful payment dispute.

To the extent permitted by law, Client is responsible for actual, documented losses proximately caused by Client’s breach, materially false payment dispute, or wrongful reversal. Recoverable losses may include the reversed principal, processor and chargeback fees, collection costs, reserve-related costs, delayed receivables, alternative-processing expenses, remediation costs, operational interruption, and other direct, incidental, or consequential damages that Redvail can establish with reasonable certainty.

This provision does not penalize Client for a truthful, good-faith complaint or the lawful exercise of a nonwaivable right.

9. Suspension of Services

Redvail may suspend some or all Services immediately if:

1. Any payment is past due, declined, reversed, refunded, or charged back;
2. Client initiates or maintains a dispute concerning payment authorization or performance;
3. Redvail reasonably and in good faith identifies a material inconsistency or misrepresentation concerning payment, authorization, scope, delivery, acceptance, access, or performance;
4. Client fails to provide requested verification of identity, authority, payment, or account ownership;
5. Client violates the Agreement or applicable law;
6. Client’s activity creates a security, legal, financial, compliance, platform, reputational, or operational risk;
7. A payment processor, technology provider, carrier, hosting provider, or other third party restricts the applicable account or service; or
8. Suspension is reasonably necessary to protect Redvail, its systems, its personnel, its clients, or third parties.

Suspension may include:

• Unpublishing or disabling a website, landing page, form, funnel, or donation page;
• Suspending hosting, SSL, CRM, email, SMS, automation, analytics, integration, or platform functionality;
• Restricting administrative or user access;
• Pausing campaigns, advertising, communications, data services, and support;
• Disabling third-party connections controlled through Redvail systems;
• Withholding further publication, deployment, delivery, migration, transfer, or account-transition work; and
• Preserving account data and activity records without maintaining public or operational availability.

Suspension does not transfer ownership of Client Materials to Redvail. It does, however, permit Redvail to stop providing the continuing infrastructure, licenses, deployment, hosting, support, and technology necessary to keep Client’s digital systems operational.

A suspension made under these Terms does not constitute nonperformance, wrongful interference, deletion of Client property, or abandonment of the engagement. Redvail will not be liable for downtime, lost activity, missed opportunities, reduced fundraising, reduced engagement, or other consequences resulting from a suspension authorized by these Terms.

Project deadlines are tolled during suspension. Recurring fees may continue during a suspension caused by Client’s breach unless Redvail terminates the applicable Order.

Redvail may condition reinstatement upon receipt of cleared funds, final resolution of payment disputes, verification of account information, implementation of a non-card payment method, payment of a reasonable reactivation fee, and written assurances against further breach.

10. Refunds

Except where an Order expressly states otherwise:

1. One-time infrastructure, onboarding, implementation, design, setup, data, and development fees become nonrefundable once Redvail begins the associated work;
2. Recurring service fees are nonrefundable once the applicable service period begins;
3. Third-party expenses, advertising expenditures, data purchases, printing expenses, usage charges, processing fees, and pass-through costs are nonrefundable; and
4. Cancellation does not retroactively eliminate fees already earned or incurred.

A claim that Redvail failed to perform must identify the specific Deliverable allegedly omitted and the applicable Order provision. Client must provide Redvail a reasonable opportunity to verify the claim and cure any material deficiency.

If Redvail materially fails to perform an expressly required Deliverable and does not cure that failure within a reasonable period after proper written notice, Client’s remedy will be limited, at Redvail’s election, to reperformance, an appropriate service credit, or a refund of the portion of the fee reasonably allocated to the unperformed Deliverable.

No refund is available based solely upon:

• Dissatisfaction with strategy or creative judgment;
• Failure to generate donations, votes, leads, revenue, engagement, media coverage, or another desired result;
• Client’s failure to approve or use completed work;
• A change in candidacy, campaign status, staffing, strategy, budget, election prospects, or organizational priorities;
• Suspension resulting from Client’s breach or payment dispute;
• Third-party rejection, restriction, outage, policy, or platform action; or
• A Deliverable that Client approved, published, accessed, used, or directed Redvail to continue.

11. Delivery, Review, and Acceptance

A Deliverable may be delivered through email, RedvailOS, cloud storage, website publication, account deployment, campaign execution, platform availability, reporting, or another reasonable delivery method.

Client must notify Redvail of a claimed material defect within seven business days after delivery or availability. The notice must identify the specific defect and the requirement allegedly not satisfied.

A Deliverable will be considered accepted when Client:

1. Approves it;
2. Publishes, deploys, sends, distributes, or uses it;
3. Directs Redvail to continue or scale related work;
4. Receives and retains the benefit of the Deliverable without timely objection; or
5. Fails to submit a specific material-defect notice within the review period.

Redvail’s contemporaneously maintained invoices, correspondence, system records, campaign-execution records, delivery data, account logs, publication records, access records, analytics, and approval records may be used to document performance, subject to Client’s right to present contrary evidence.

12. Websites, Hosting, and Domains

Website design or development is distinct from continuing hosting, SSL, deployment, platform access, maintenance, integrations, updates, security, and technical support.

Completion or ownership of website content does not entitle Client to indefinite Redvail-hosted publication or continuing use of RedvailOS without an active, current, and compliant service arrangement.

A domain registered directly in Client’s name and paid directly by Client remains Client’s property. A domain, hosting service, license, or account procured by Redvail using Redvail funds or maintained within a Redvail-controlled account will not be transferred until all applicable fees, reimbursements, renewal expenses, and transfer costs have been paid in cleared funds.

Redvail is not required to disclose or transfer master credentials, shared accounts, proprietary infrastructure, software licenses, hosting environments, automation systems, source code, or access that could expose Redvail systems or unrelated client information.

If a website operates through RedvailOS or another non-exportable platform, Redvail does not guarantee that the website can be exported or reproduced in an identical form on another platform. Any migration, reconstruction, export, transfer, or transition assistance not expressly included in an Order may require a separate fee.

13. Ownership and Intellectual Property

Client retains ownership of Client Materials.

Redvail retains all rights in Redvail Materials. No ownership interest in Redvail Materials is transferred to Client.

Upon full payment of all amounts relating to the applicable engagement, Client will own the final custom Deliverables expressly identified as Client-owned in the Order, excluding all Redvail Materials and third-party materials incorporated into or used to produce those Deliverables.

Until full payment, Client receives only a limited, revocable, nonexclusive license to review and use Deliverables solely in connection with the active engagement. Redvail may suspend or revoke that license following nonpayment, reversal, chargeback, termination for breach, or another material default.

No license or ownership right arises merely because a Deliverable was drafted, demonstrated, temporarily published, made accessible, or delivered for review.

Redvail may reuse general knowledge, methods, nonconfidential ideas, structures, processes, templates, and techniques developed while performing the Services, provided Redvail does not disclose Client’s confidential information.

14. Asset Delivery, Exports, and Credentials

Subject to applicable law, full payment, security requirements, and these Terms, Redvail will provide Client with campaign-owned final Deliverables and standalone credentials that were created exclusively for Client and are capable of being separately transferred.

To the maximum extent permitted by law, Redvail may withhold final delivery, export, migration, publication, transfer, editable files, source files, administrator access, credentials, domain transfer, hosting transition, or other work product created, procured, managed, or hosted by Redvail while:

1. Amounts relating to the engagement remain unpaid;
2. A payment is reversed or subject to an unresolved chargeback;
3. Client’s authority or account ownership remains unverified;
4. A dispute concerning payment, ownership, scope, delivery, or performance remains unresolved;
5. Transfer would expose proprietary systems or unrelated client information; or
6. Transfer would create a security, compliance, or legal risk.

This right of retention does not transfer ownership of Client’s preexisting materials to Redvail and does not authorize Redvail to use Client Materials for unrelated purposes.

Redvail will not knowingly withhold credentials to a third-party account that was independently created in Client’s name and paid directly by Client, except where a temporary restriction is reasonably necessary to protect account security, comply with law, preserve evidence, or prevent access to Redvail or unrelated client systems.

15. Data Preservation and Post-Termination Access

Redvail may preserve copies of Client Materials, account data, platform records, website files, communications, approvals, payment records, analytics, and system logs for legitimate business, compliance, security, evidentiary, insurance, collection, and legal purposes.

During an actual or reasonably anticipated dispute, chargeback, investigation, or legal proceeding, Redvail may suspend ordinary deletion practices and preserve relevant materials until the matter and applicable retention obligations are resolved.

Preservation does not require Redvail to maintain a website, account, platform, integration, or other Service in an operational or publicly accessible form.

Following termination, Client may request an available export of eligible Client data. Redvail may condition the export upon payment of amounts owed, verification of authority, execution of reasonable transfer documentation, and payment of applicable export or transition fees.

Unless a longer period is required by law or a legal hold, Redvail may delete inactive account data after providing a reasonable opportunity to request an eligible export. Copies retained solely for legal, archival, security, or evidentiary purposes will not constitute an active Service.

16. No Guaranteed Outcomes

Political consulting, fundraising, advertising, communications, technology, data, and campaign services involve factors outside Redvail’s control.

Redvail does not guarantee:

• Donations or any amount of funds raised;
• Election, ballot-access, polling, endorsement, voter-contact, or public-opinion results;
• Revenue, leads, conversion rates, engagement, impressions, media coverage, or return on investment;
• Email delivery, inbox placement, SMS delivery, advertising approval, platform availability, or third-party account access;
• The accuracy or future responsiveness of third-party voter, donor, consumer, or public data;
• A particular political, financial, reputational, or organizational outcome; or
• Continuous or error-free operation of any website, platform, integration, or third-party service.

Client’s dissatisfaction with results does not establish that Redvail failed to provide the underlying Services.

17. Political and Regulatory Compliance

Redvail is not a law firm, accounting firm, campaign treasurer, registered agent, or compliance authority unless an Order expressly states otherwise.

Client remains responsible for determining and complying with all applicable federal, state, and local laws, including campaign-finance reporting, expenditure authorization, disclaimers, contribution limits, consent requirements, record retention, accessibility, privacy, taxation, and election laws.

Client is responsible for reviewing and approving all public statements, advertisements, solicitations, messages, disclosures, and campaign materials before publication unless the Order expressly assigns final approval authority to Redvail.

18. Material Misrepresentations and Public Statements

Each party will act in good faith and will not knowingly make a materially false or misleading statement concerning the Agreement, payment authorization, the Services, the other party’s conduct, the ownership or use of Deliverables, or the status of performance.

If Client or its representative makes a materially false or misleading statement to a bank, processor, platform, vendor, regulator, insurer, media organization, client, donor, supporter, or the public, Redvail may:

1. Suspend or terminate Services;
2. Preserve and disclose relevant records to counsel, insurers, processors, banks, regulators, courts, collection providers, or other authorized recipients;
3. Require a correction or clarification;
4. Make a truthful and proportionate response that does not improperly disclose confidential information; and
5. Pursue any legally available remedy for resulting financial, operational, or reputational harm.

Nothing in this section prohibits a truthful review, good-faith complaint, legally protected report, communication with counsel, regulatory filing, or lawful exercise of a nonwaivable right.

19. Third-Party Services

Redvail may use or integrate third-party providers, including hosting companies, registrars, payment processors, advertising platforms, email and SMS providers, data vendors, analytics services, social networks, automation tools, and software platforms.

Redvail does not control and is not responsible for a third party’s policies, outages, security incidents, restrictions, suspensions, approvals, rejections, pricing changes, data loss, or termination of service.

Client is responsible for third-party terms applicable to accounts owned or directly maintained by Client. Redvail may suspend affected Services if a third-party action makes continued performance impractical, unlawful, insecure, or commercially unreasonable.

20. Confidentiality

Each party will use reasonable care to protect the other party’s nonpublic confidential information and will use it only to perform, receive, administer, enforce, or protect rights under the Agreement.

Confidential information does not include information that is publicly available without breach, independently developed, lawfully received from another source, or required to be disclosed by law.

Redvail may disclose relevant information to employees, contractors, professional advisers, insurers, payment processors, collection providers, regulators, and courts who have a legitimate need to receive it.

21. Indemnification

Client will defend, indemnify, and hold harmless Redvail and its owners, officers, employees, contractors, and affiliates from third-party claims, liabilities, damages, penalties, costs, and reasonable attorney fees arising from:

1. Client Materials;
2. Client’s violation of law;
3. Client’s campaign, fundraising, advertising, messaging, or data practices;
4. Client’s lack of authority, consent, permission, or ownership;
5. Client’s breach of the Agreement;
6. Client’s instructions or approved content;
7. Client’s materially false or misleading statement; or
8. Client’s misuse of the Services or Deliverables.

Redvail will promptly notify Client of an indemnified claim and may participate in the defense through counsel of its choice.

22. Disclaimer of Warranties

Except for an express commitment contained in an Order, the Services and Platform Services are provided “as is” and “as available.”

To the maximum extent permitted by law, Redvail disclaims implied warranties of merchantability, fitness for a particular purpose, noninfringement, uninterrupted operation, and any warranty arising from course of dealing or usage of trade.

23. Limitation of Redvail Liability

To the maximum extent permitted by law, Redvail will not be liable to Client for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost donations, lost votes, lost opportunities, loss of goodwill, loss of data, or business interruption, arising from the Services, Platform Services, suspension, termination, or third-party services.

Redvail’s aggregate liability arising from an Order will not exceed the fees actually paid to Redvail under that Order during the six months immediately preceding the event giving rise to the claim.

These limitations do not restrict Client’s payment obligations or Client’s liability arising from fraud, willful misconduct, a materially false chargeback, infringement, unlawful conduct, breach of confidentiality, indemnification obligations, or misuse of Redvail Materials.

24. Term and Termination

Each Order begins upon acceptance and continues for the stated term. Unless an Order provides otherwise, recurring Services renew for successive periods of the same billing cadence until properly canceled.

Cancellation must be submitted in writing before the next billing date and becomes effective at the end of the current paid service period. Cancellation does not relieve Client of fees already incurred or amounts owed through the effective termination date.

Redvail may terminate an Order or these Terms immediately if Client:

1. Fails to pay;
2. Reverses or charges back a payment;
3. Materially misrepresents payment authorization, performance, ownership, access, or delivery;
4. Violates law or platform rules;
5. Creates a material legal, security, financial, operational, or reputational risk;
6. Abuses or threatens Redvail personnel or contractors; or
7. Materially breaches the Agreement and fails to cure a curable breach after notice.

Upon termination, Redvail may cease all Services, unpublish hosted properties, disable access, revoke unpaid licenses, stop campaigns and automations, and invoice all amounts then due.

Sections concerning payment, chargebacks, ownership, confidentiality, indemnification, liability, evidence preservation, dispute resolution, and other provisions that logically should survive will remain effective after termination.

25. Governing Law and Venue

The Agreement is governed by the laws of the State of Indiana, without regard to conflict-of-law principles.

Before filing a nonemergency legal action, the complaining party will provide written notice describing the dispute and allow ten business days for a good-faith attempt to resolve it.

Any legal action arising from the Agreement must be brought in the state courts located in Hamilton County, Indiana, or the United States District Court for the Southern District of Indiana. Each party consents to personal jurisdiction and venue in those courts.

Nothing prevents Redvail from seeking injunctive relief, protecting intellectual property or confidential information, responding to a chargeback, pursuing collections, or taking another time-sensitive protective action.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY IN ANY ACTION ARISING FROM THE AGREEMENT.

The prevailing party in an action to enforce the Agreement is entitled to recover reasonable attorney fees and costs to the extent permitted by law.

26. Notices

Legal, billing, cancellation, breach, and dispute notices must be in writing.

Notices to Redvail must be sent to legal@redvail.com. Notices to Client may be sent to any email address identified in an Order, account, invoice, or prior communication.

Email notice is effective when sent unless the sender receives an automated notice that delivery failed.

27. Electronic Records and Signatures

Electronic acceptance, electronic signatures, checkout records, payment authorizations, emails, account activity, and electronically stored Orders have the same effect as paper records and handwritten signatures to the extent permitted by law.

Client agrees that electronic records may be retained and reproduced as evidence of the Agreement, authorization, communications, delivery, approval, use, and performance.

28. General Provisions

Client may not assign the Agreement without Redvail’s written consent. Redvail may assign the Agreement in connection with a reorganization, merger, financing, sale of assets, or transfer of the applicable business or service line.

Neither party is liable for delay caused by events beyond its reasonable control, including platform outages, carrier failures, government actions, labor disruptions, cyberattacks, natural disasters, utility failures, or third-party service interruptions.

The parties are independent contractors. The Agreement does not create a partnership, joint venture, fiduciary relationship, employment relationship, or agency authority except as expressly stated.

A failure to enforce a provision is not a waiver. A waiver must be in writing and applies only to the specific instance stated.

If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain effective.

Headings are for convenience and do not affect interpretation.

Redvail may propose changes to these Terms. A material change will apply to an existing Client only after legally sufficient notice and acceptance, renewal, or continued use where continued use constitutes valid acceptance. No change will retroactively alter rights or obligations arising before the change became binding.

These Terms and the applicable Orders constitute the entire agreement concerning the Services and supersede prior or contemporaneous discussions concerning the same subject matter. Any amendment must be accepted in writing or through a legally valid electronic process.