Terms of Service

You accept these Terms by creating an account, clicking to agree, completing a purchase, accepting a counsel invitation, or using the service. Each of those acts is your signature.

You must be at least 18 years old and authorized to use the service for the relevant organization, fund, adviser, sponsor, manager, or counsel relationship. The service is offered to business users in the United States.

RED LINE is not a law firm, accounting firm, registered investment adviser, broker-dealer, auditor, custodian, or fiduciary, and does not provide legal, accounting, tax, audit, investment, or compliance advice.

Use of RED LINE does not create an attorney-client relationship, an accountant-client relationship, a fiduciary relationship, or any other professional-client relationship of any kind, with RED LINE or with any person involved in building or operating it. No communication through the service, including counsel collaboration features, creates such a relationship with RED LINE.

Audit findings, citations, suggested remediation, suggested redlines, reports, risk labels, severity ratings, deadlines, and workflow prompts are operational assessments produced by software. They are not legal opinions and must not be treated as legal opinions.

RED LINE reviews private capital offering records, investor communications, marketing materials, and related documents against configured audit modules. The service is software. It is not a registered adviser, broker-dealer, law firm, accounting firm, custodian, auditor, fiduciary, or regulatory authority.

Outputs may be incomplete, delayed, stale, or incorrect. Users remain responsible for independent review and professional advice.

The service uses large language models and rule-based logic to classify documents, identify potential issues, draft findings, and generate report narratives. Machine-generated content can be wrong in ways that appear plausible. It can misread documents, miss issues, invent or misattribute citations, mischaracterize regulatory requirements, and produce different results on identical inputs.

No output is reviewed by a lawyer, accountant, or compliance professional before it is delivered to you. Outputs reflect the materials, configuration, and system state at the time of generation, not later legal developments or facts the service was never given.

• You must provide accurate account information and keep credentials secure.
• You are responsible for all activity under your account and for the users or counsel you invite to an audit.
• You must promptly remove access for users who no longer need it.
• RED LINE may suspend or terminate accounts that present a security or legal risk, as described in the termination section below.

You retain ownership of documents, URLs, data, text, files, instructions, and other materials you submit to RED LINE. You grant RED LINE a worldwide, non-exclusive license to host, process, copy, analyze, display, transmit, retain, and generate outputs from those materials, for the purposes of providing, securing, supporting, and improving the service, for the duration of these Terms plus any retention period described in the Privacy Policy.

You represent that you have all rights, permissions, notices, and authorizations needed to submit the materials, invite users or counsel, and permit RED LINE and its service providers to process the materials.

As between you and RED LINE, the outputs generated for your audits are yours to use, subject to the restrictions in these Terms, including the no-reliance and counsel-review obligations above.

You represent that each uploaded file, submitted URL, website page, email, transcript, record, or other material is within your authority to submit and process for the audit. You are responsible for required notices, consents, contractual permissions, and confidentiality approvals.

You must not submit materials obtained unlawfully, materials outside the scope of the audit, or URLs where access would violate a website's terms, access controls, confidentiality restrictions, or applicable law.

RED LINE treats customer audit materials as confidential and uses technical and organizational measures intended to protect them. The current measures are described in the Privacy Policy. No internet service can guarantee absolute security, and RED LINE does not promise that materials cannot be lost, accessed, or disclosed.

You are responsible for limiting uploads to materials needed for the audit, verifying recipients before inviting counsel or viewers, and avoiding unnecessary regulated or highly sensitive personal information.

• Do not upload malware, malicious code, or materials you are not authorized to process.
• Do not attempt to bypass authentication, authorization, rate limits, security controls, or matter-level access boundaries.
• Do not use RED LINE to provide legal advice unless you are independently authorized to do so outside RED LINE.
• Do not use outputs to mislead investors, regulators, auditors, counsel, service providers, or counterparties.
• Do not represent that any output was prepared, reviewed, or endorsed by a law firm or by RED LINE acting as one.
• Do not reverse engineer, scrape, overload, resell, or use the service to build a competing product unless expressly authorized in writing.

RED LINE relies on third-party providers for functions such as authentication, hosting, storage, database services, email, payments, observability, and analysis. Current provider categories include Clerk, Cloudflare R2, Supabase, Resend, Stripe, Sentry, Google Gemini, and deployment infrastructure configured for the environment. Their services may process customer materials or account data as needed to provide RED LINE.

Third-party services are not controlled by RED LINE. Their availability, security posture, and terms may affect the service. RED LINE is not responsible for third-party services, and your use of them may be subject to their own terms.

Reports are generated from the materials, configuration, audit modules, and system state available at the time of generation. A report may not reflect later legal developments, document changes, new facts, or counsel judgment.

You are responsible for reviewing every report with qualified counsel before using it in investor communications, regulatory communications, diligence responses, board materials, fund records, filings, or remediation decisions. The Terms of Use printed inside each report are part of these Terms.

RED LINE and its licensors own the service, including the software, audit modules, prompts, workflows, designs, and documentation. These Terms grant you a limited, non-exclusive, non-transferable right to use the service for your internal business purposes during your subscription. No other rights are granted.

If you submit feedback, suggestions, or ideas about the service, you grant RED LINE a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or compensation. Feedback never includes your audit materials, which remain governed by the customer materials section above.

Fees, payment terms, and usage limits are stated at checkout, in the applicable order, or in a separate written agreement. Paid subscriptions renew for successive periods of the same length at the then-current price unless cancelled before the renewal date. You can cancel through the billing portal in the application; cancellation takes effect at the end of the current billing period.

Except where required by law or stated otherwise in a written agreement, fees are non-refundable, including for partial periods, unused capacity, downgrades, or dissatisfaction with outputs. Fees exclude taxes, which are your responsibility. RED LINE may suspend access for nonpayment, security risk, legal risk, misuse, or violation of these Terms.

Initiating a chargeback for fees you authorized is a violation of these Terms. Contact compliance@redline.audit to dispute a charge first.

Some features may be experimental, incomplete, or provided in preview. RED LINE may add, modify, suspend, or discontinue features. The service may be unavailable during maintenance, provider outages, security events, or operational incidents.

These Terms apply from your first use of the service until terminated. You may stop using the service and cancel your subscription at any time. RED LINE may terminate or suspend access for violation of these Terms, nonpayment, security risk, legal risk, or discontinuation of the service, with notice where practicable.

For 30 days after termination of a paid subscription, RED LINE will make commercially reasonable efforts to provide, on written request, an export of your documents and reports. Export and deletion requests are handled through an operator process. After that window, RED LINE may delete customer materials, subject to the retention practices described in the Privacy Policy, including records retained for chain-of-custody, security, or legal reasons.

Sections that by their nature should survive termination survive it, including the sections on the legal-product boundary, no reliance, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, time limit on claims, and general terms.

If you believe material on the service infringes your copyright, send a notice to compliance@redline.audit containing: identification of the work, identification and location of the allegedly infringing material, your contact information, a statement of good-faith belief that the use is unauthorized, a statement under penalty of perjury that the notice is accurate and that you are authorized to act, and your physical or electronic signature. RED LINE will respond as required by the Digital Millennium Copyright Act, and may remove material and terminate repeat infringers.

You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted-party list. You must not use the service in violation of U.S. export control or sanctions laws, and you must not submit materials whose processing would violate them.

You will defend, indemnify, and hold harmless RED LINE and its officers, directors, employees, contractors, and service providers from third-party claims, and resulting damages, penalties, and reasonable attorneys' fees, arising from your materials, your use of or reliance on outputs, your violation of these Terms, your violation of law, your unauthorized disclosure of audit materials, or your misuse of the service. RED LINE will notify you of a covered claim and may participate in the defense with its own counsel at its own expense.

If a separate written agreement applies, that agreement controls governing law, venue, and dispute process. Otherwise, these Terms are governed by Delaware law, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs the dispute resolution section. Any dispute not subject to arbitration must be brought exclusively in the state or federal courts located in Delaware, and both parties consent to their jurisdiction.

To the maximum extent permitted by law, any claim arising out of or relating to these Terms or the service must be filed within one year after the claim accrued. Claims filed later are permanently barred. This section does not shorten any period that applicable law does not allow to be shortened.

RED LINE may update these Terms as the service, legal requirements, or operational controls change. For material changes, RED LINE will give notice by email to the account address or by a notice in the application at least 30 days before the change takes effect, where practicable. The updated date at the top of this page identifies the current version.

Continued use of the service after a change takes effect is acceptance of the changed Terms. If a change materially modifies the dispute resolution section, you will have a new 30-day window to opt out of arbitration as to that change. If you do not agree to a change, stop using the service and cancel before the change takes effect.

RED LINE is not liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, acts of government, war, terrorism, civil unrest, labor disputes, internet or utility failures, and failures of third-party providers, except for your payment obligations already accrued.

• Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in full force.
• No third-party beneficiaries. These Terms create no rights in any third party, except that RED LINE's officers, directors, employees, contractors, and service providers may enforce the disclaimers and limitation of liability sections.
• Assignment. You may not assign these Terms without RED LINE's written consent. RED LINE may assign them in connection with a merger, acquisition, financing, reorganization, or sale of assets.
• Entire agreement. These Terms, the Privacy Policy, the Disclaimer, and any applicable order form are the entire agreement about the service and supersede prior discussions. If a signed written agreement conflicts with these Terms, the signed agreement controls.
• No waiver. A failure to enforce a provision is not a waiver of it.
• Notices. Legal notices to RED LINE must be sent to compliance@redline.audit with RED LINE in the subject line. Notices to you may be sent to your account email.

Questions about these Terms, privacy requests, and legal notices should be sent to compliance@redline.audit with RED LINE in the subject line. Customers with a separate order form or written agreement may also use the notice address stated in that agreement.