Legal Notices

Last Updated [06/23/2026]

RED WING SOFTWARE TERMS & CONDITIONS

This Agreement ("Agreement") is by and between Valstone America Inc., d.b.a. Red Wing Software ("Red Wing Software"), a corporation organized and existing under the laws of the State of Delaware, whose principal office is located at 16192 Coastal Highway, Lewes, Delaware 19958, United States of America, and the Customer identified in the Proposal. This Agreement sets forth the terms and conditions pursuant to which the Customer will be permitted to use Software provided by, and receive Support Services from, Red Wing Software.

1. INTERPRETATION

   1. The definitions and rules of interpretation in this clause apply in this Agreement.

      Business Day: a day other than a Saturday, Sunday or federal public holiday in the United States.

      Competitor: any person or entity (other than Red Wing Software) that provides, develops, or supplies control systems or software products that are the same as, or substantially similar to, the Software.

      Control: as defined in Rule 405 of the U.S. Securities Act of 1933, as amended (17 C.F.R. § 230.405) and change of control shall be construed accordingly.

      Consumer Prices Index: the Consumer Price Index (CPI-U) published by the U.S. Bureau of Labor Statistics.

      Contract: the contract between Red Wing Software and the Customer as contained in the Proposal and this Agreement and which is deemed to come into existence upon the acceptance by the Customer of the Proposal and payment of such applicable fees.

      Customer: the person identified as the customer in the Proposal who is granted the Software license.

      Customer Data: data submitted by or on behalf of the Customer to the Software in the course of using it. As between the parties, Customer Data remains the property of the Customer. Red Wing Software shall process Customer Data solely to provide the Software and Support Services in accordance with this Agreement and the Customer's reasonable instructions, and shall not sell Customer Data or use it for advertising.

      Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

      Products: the Software and the Support Services, or any of them.

      Price: the price of the Software and the Support Services, or any of them, as set out in the Proposal.

      Proposal: the invoice, or written quote which is provided by Red Wing Software to the Customer and which is valid for 30 days from the date thereof.

      Software: the software products produced and supplied by Red Wing Software (but not including Third Party Software) and set out in the Proposal, including any CenterPoint Payroll or CenterPoint Accounting software provided on-premises or through the Red Wing Software Cloud Services.

      Support Services: the Office Hours Support as set out in clause 4.2.

      Supported Software: has the meaning set out in clause 4.1.

      Specification: the specification of the Software set out in the applicable client Proposal.

      Third Party Software: third party software products whether licensed directly to the Customer by a third party or sub-licensed by Red Wing Software.

   2. 1.2 Clause headings shall not affect the interpretation of these terms and conditions.

   3. 1.3 Unless the context otherwise requires:

      1. words in the singular shall include the plural and in the plural shall include the singular;
      2. a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
      3. a reference to a "clause" means a clause of these terms and conditions;
      4. a reference to one gender shall include a reference to the other genders; and
      5. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

   4. 1.4 In the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in the Proposal, the provision in the body of this Agreement shall take precedence.

   5. 1.5 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

2. 2. BASIS OF CONTRACT

3. 2.1 The Contract applies to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

   2.2 This Agreement shall apply to the licensing of Software and the provision of Support Services except where application to one or the other is specified.

4. 3. LICENCE

   3.1 Red Wing Software grants, and the Customer accepts, a non-exclusive, non-transferable, non-sublicensable and non-assignable license to use the Software as set forth in the Proposal for a period commencing on the date of the installation and terminating pursuant to section 12.

   3.2 In relation to the grant set out in clause 3.1:

   1. the Customer may not use the Software other than as specified in clause 3.1 and the Proposal without the prior written consent of Red Wing Software, and the Customer acknowledges that additional fees may be payable on any change of use approved by Red Wing Software.
   2. the Customer shall take all reasonable steps to prevent unauthorized copying of the Software.
   3. except as expressly stated in this clause 3, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part.

   3.3 The Customer may not use any information provided by Red Wing Software to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.

   3.4 The Customer shall not:

   1. sub-license, assign or novate the benefit or burden of this license in whole or in part;
   2. use the Software other than as specified in the Proposal without the prior written consent of Red Wing Software;
   3. allow the Software to become the subject of any charge, lien or encumbrance; and
   4. deal in any other manner with any or all of its rights and obligations under these terms and conditions, without the prior written consent of Red Wing Software and the Customer acknowledges that additional fees may be payable on any change of use approved by Red Wing Software.

   3.5 Red Wing Software may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this license, provided it gives written notice to the Customer.

   3.6 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

   3.7 The Customer shall:

   1. ensure that the number of concurrent devices using the Software does not exceed the number stated in the Proposal;
   2. ensure that the Software is installed on designated equipment only;
   3. notify Red Wing Software as soon as it becomes aware of any unauthorized use of the Software by any person;
   4. pay, for broadening the scope of the licenses granted under this license to cover the unauthorized use, an amount equal to the fees which Red Wing Software would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorized use on the date when such use commenced together with interest at the rate provided for in clause 5.4, from such date to the date of payment.

   3.8 The Customer undertakes that it shall not, without the prior written consent of Red Wing Software, permit any Competitor to: (a) perform any work on, or provide any services in connection with, the Software; or (b) be granted or otherwise obtain access to the source code of the Software, which constitutes the Intellectual Property Rights of Red Wing Software and remains the sole and exclusive property of Red Wing Software. Any contravention to this clause 3.8 shall be deemed to be a material breach for the purposes of this Agreement.

5. 4. SOFTWARE SUPPORT

   4.1 The Supported Software includes (a) the Software; and (b) any other software which Red Wing Software and Customer agree should be Supported Software for the purposes of these terms and conditions.

   4.2 The Office Hours Support Service shall be provided during normal business hours in the U.S. Central Time Zone (8:00 a.m. to 5:00 p.m. CDT), Monday through Friday, excluding U.S. federal public holidays and Red Wing Software shall use reasonable endeavors to respond.

   5. CHARGES

   5.1 The Customer shall pay all of the charges set out in the Proposal according to the terms of this Agreement.

   5.2 All amounts payable by the Customer under this Agreement are exclusive of applicable sales, use, value added, or similar taxes (other than taxes on Red Wing Software's net income). Where any taxable supply for VAT purposes is made under the Contract by Red Wing Software to the Customer, the Customer shall pay to Red Wing Software such additional amounts in respect of VAT as are chargeable on the supply at the same time as the payments pursuant to clause 5.1 above, are due.

   5.3 For any on-premises license granting the use of the Software under clause 3, the Price specified in the Proposal is one-time fee payable on the 30^th day following the Customer's receipt of invoice ("Payment Commencement Date"), which includes the first year of Support Services. Thereafter, Support Services will renew automatically on an annual basis at the then-applicable support fee, with each annual renewal invoice due and payable by the annual support renewal date, unless the Customer provides a 60-day written notice of non-renewal prior to the applicable renewal date. For the avoidance of doubt, the Customer's right to use the Software under clause 3 is perpetual and is not contingent on the renewal or continuation of Support Services.

   5.4 For any Red Wing cloud service granting the use of the Software under clause 3, the Price specified in the Proposal is payable on the Payment Commencement Date and annually thereafter on the same date of each subsequent year, unless the Customer provides a 60-day written notice of non-renewal prior to the applicable renewal date.

6. 6. PRICE INCREASES

   Red Wing Software may adjust the Prices and the payment terms as outlined in clause 5.3, for any support and maintenance products for on-premise Software or any cloud service Software subscribed by Customer, as applicable, annually following the 12-month anniversary from the Payment Commencement Date upon prior written notice to Customer, receipt of an invoice or email confirmation being sufficient.

7. 7. CONFIDENTIALITY AND PUBLICITY

   7.1 Each party shall, during the term of this Agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this license) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this license, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavors to prevent the unauthorized disclosure of any such information. For clarity, Customer Data constitutes Confidential Information of the Customer and is subject to the obligations of this Section in addition to Section 21.3.

   7.2 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

   7.3 The Customer grants Red Wing Software the right to use in advertising, publicity, or other promotional activities, namely in a general listing of customers, its name, trade name, trademark or other designation.

8. 8. WARRANTIES AND SERVICE AVAILABILITY

   8.1 Software Warranty

   1. Red Wing Software warrants that the Software will conform in all material respects to the Specification (i) in the case of any on-premise Software, for a period of 1 year from the date the Customer commences operational use of the Software, and (ii) in the case of any Red Wing Software made available to the Customer, for a period equal to the subscription term, and both will perform materially in accordance with the Specification, provided always that such defect or fault does not result from (x) an act or omission of the Customer, or anyone acting with the authority of the Customer, having amended the Software or used it outside the terms of the license granted under the terms of clause 3, or (y) Third Party Software or any third-party platform, hosting, network, or other third-party service or infrastructure on which the Software relies and which is not within Red Wing Software's reasonable control;
   2. Red Wing Software does not warrant, and shall have no liability arising out of or in connection with, the Third Party Software; and
   3. Red Wing Software does not warrant that the use of the Software will be uninterrupted or error-free.
   4. Red Wing Software shall use commercially reasonable efforts to make the Software available 99% of the time, measured over each calendar year, excluding scheduled maintenance (for which reasonable advance notice will be provided and which will be scheduled outside normal business hours where practicable), Force Majeure events or any unavailability attributable to Third Party Software or any third-party platform not within Red Wing's reasonable control. Red Wing Software performs regular backups of production systems and maintains documented disaster recovery and business continuity procedures.
   5. All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

   8.2 Support and Maintenance Services Warranty

   1. Red Wing Software warrants to the Customer that the Support Services will be performed:
      1. in accordance with all applicable laws and regulations; and
      2. using reasonable skill and care.
   2. No representation or warranty is given by Red Wing Software that all faults will be fixed within a specified period of time.
   3. The Customer's sole and exclusive remedy, and Red Wing Software's entire liability, for breach of the warranty in clause 8.2 (a) shall be for Red Wing Software to re-perform the affected Support Services.
   4. All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care. For certainty, the foregoing Section 8.2 (d) shall also apply to any Software Warranty under Section 8.1.

9. 9. THE CUSTOMER'S RESPONSIBILITIES

   9.1 The Customer shall:

   1. ensure that appropriate environmental conditions are maintained for the Supported Software and shall take all reasonable steps to ensure that the Supported Software is operated in a proper manner by the Customer's employees;
   2. allow Red Wing Software full and free access to the Software and shall give Red Wing Software all reasonable assistance in the diagnosis of the reasons for any malfunction;
   3. report all faults promptly to Red Wing Software; and
   4. keep full back up copies of all of its data.

10. 10. LIMITS OF LIABILITY

    10.1 Except as expressly stated in clause 10.2:

    1. Red Wing Software shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
       1. special damage even if Red Wing Software was aware of the circumstances in which such special damage could arise;
       2. loss of profits;
       3. loss of anticipated savings;
       4. loss of business opportunity;
       5. loss of goodwill;
       6. loss or corruption of data,

       provided that this clause 10.1(a) shall not prevent claims for loss of or damage to the Customer's tangible property that fall within the terms of clause 10.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 10.1(a);

    2. the total liability of Red Wing Software, whether in contract, tort (including negligence) or otherwise and whether in connection with this Contract or any collateral contract, shall:
       1. during the warranty period referred to in clause 8.1(a), in no circumstances exceed a sum equal to the aggregate of the payments set out in clause 5.3(a) exclusive of applicable sales, use, value added, or similar taxes (other than taxes on Red Wing Software's net income);
       2. in relation to the Support Services, in no circumstances exceed a sum equal to the amount paid by the Customer exclusive of applicable sales, use, value added, or similar taxes (other than taxes on Red Wing Software's net income) for the Support Service in the year ended on the date the circumstances arose that gives rise to such claim; and
       3. notwithstanding the foregoing, but subject to clause 10.2, Red Wing Software' maximum aggregate liability for all acts, omissions or defaults of Red Wing Software, its directors, employees, agents or subcontractors occurring in any twelve (12) month period shall in no circumstances exceed, one hundred percent (100%) of the total Fees paid by the Customer under or in connection with this Agreement either in the twelve (12) months immediately preceding the date on which the liability arose or the price paid for the on-premise Software, as applicable.
    3. the Customer agrees that, in entering into the Contract, it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement and if it did rely on any representations, whether written or oral, not expressly set out in this Agreement that it shall have no remedy in respect of such representations and in either case Red Wing Software shall have no liability in any circumstances otherwise than in accordance with the express terms of this license.

    10.2 The exclusions in clause 8.3 and clause 10.1 shall apply to the fullest extent permissible at law, but Red Wing Software does not exclude liability for:

    1. death or personal injury caused by the negligence of Red Wing Software, its officers, employees, contractors or agents;
    2. fraud or fraudulent misrepresentation;
    3. breach of any non-waivable implied warranty of title or any other non-waivable warranty implied by applicable U.S. law; or
    4. any other liability which may not be excluded by law.

    10.3 All dates supplied by Red Wing Software for the delivery of the Software or the performance of the Support Services shall be treated as approximate only. Red Wing Software shall not in any circumstances be liable for any loss or damage arising from any delay beyond such approximate dates.

    10.4 All references to "Red Wing Software" in this clause 10 shall, for the purposes of this clause and clause 18 only, be treated as including all employees, subcontractors and suppliers of Red Wing Software and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 18.

11. 11. INTELLECTUAL PROPERTY RIGHTS

    The Customer acknowledges that all Intellectual Property Rights in the Software including all trademarks belong to Red Wing Software or third party owners (as applicable), and the Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of clause 3 of this Agreement.

12. 12. DURATION AND TERMINATION

    12.1 The Contract shall take effect on the date of the Customer's acceptance of the Proposal and provides payment of the Fees, and shall run for the duration specified in the Proposal or until such Support Services specified in the Proposal have been delivered, unless terminated under clause 12.2.

    12.2 Without affecting any other right or remedy available to it, Red Wing Software may terminate the Contract and immediately suspend the Software license granted under clause 3 with immediate effect if:

    1. the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
    2. the Customer commits a material breach of any term of this Agreement and, if such breach is remediable (in Red Wing Software's reasonable opinion), fails to remedy it within 20 days after being notified in writing to do so;
    3. the Customer becomes insolvent, is unable to pay its debts as they fall due, ceases or threatens to cease carrying on business, or becomes the subject of any bankruptcy, insolvency, receivership, assignment for the benefit of creditors, or similar proceeding under applicable law; or
    4. the Customer undergoes a change of Control or assigns this Agreement without having first obtained Red Wing Software's prior written consent, such consent not to be unreasonably withheld.

    12.3 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these terms and conditions shall remain in full force and effect.

    12.4 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

    12.5 On termination for any reason:

    1. all rights granted to the Customer under clause 3 above shall cease;
    2. the Customer shall cease all activities authorized by clause 3 above;
    3. the Customer shall immediately pay to Red Wing Software any sums due to Red Wing Software under the Agreement, and any Fees pre-paid by Customer to Red Wing shall be non-refundable and deemed liquidated damages; and
    4. the Customer shall immediately destroy or return to Red Wing Software (at Red Wing Software's option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to Red Wing Software that it has done so.

13. 13. FORCE MAJEURE

    Neither party shall be in breach of these terms and conditions nor liable for delay in performing, or failure to perform, any of its obligations under these terms and conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six months, the party not affected may terminate these terms and conditions by giving 30 days' written notice to the affected party.

14. 14. WAIVER

    No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15. 15. REMEDIES

    Except as expressly provided in this Agreement, the rights and remedies provided are in addition to, and not exclusive of, any rights or remedies provided by law.

16. 16. ENTIRE AGREEMENT

    Red Wing Software shall not be liable to the Customer for any loss arising from or in connection with any statements, agreements, undertakings or representations made before this Agreement comes into effect other than those representations contained in this Agreement.

17. 17. SEVERANCE

    17.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these terms and conditions.

    17.2 If any provision or part-provision of these terms and conditions is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

18. 18. THIRD-PARTY RIGHTS

    1. 18.1 Red Wing Software and the entities referred to in clause 10.4 may enforce the terms of clause 8 and clause 9 subject to and in accordance with this clause 18, this license as third-party beneficiaries.

    2. 18.2 Except as provided in clause 18.1, a person who is not a party to this Contract shall not have any rights to enforce any term of this Contract, except as may otherwise be provided by applicable law.

19. 19. NOTICES

    19.1 Any notice given to a party under or in connection with this Contract shall be in writing and shall be either:

    1. delivered by certified U.S. mail (return receipt requested) or by reputable overnight courier service to the party at its principal office (in the case of Red Wing Software, P.O. Box 404, Red Wing, Minnesota 55066, U.S.A.) or to such other address as either party may designate by written notice; or
    2. sent by email to the respective email address of each party set out in the Proposal.

    19.2 Any notice shall be deemed to have been received:

    1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or
    2. if sent by certified U.S. mail, three (3) Business Days after the date of mailing; or
    3. if sent by other next working day delivery service, at the time recorded by the delivery service; or
    4. if sent by email, at the time a confirmation email has been received by the sender from the recipient.

    19.3 For the avoidance of doubt, a notice under the provisions under this clause 19 shall not be validly served if sent by fax.

    19.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, "writing" shall not include e-mail.

20. 20. GOVERNING LAW AND JURISDICTION

    This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Minnesota, U.S.A., without giving effect to its conflict of laws principles. The parties irrevocably agree that the state and federal courts located in Goodhue County, Minnesota shall have exclusive jurisdiction.

21. 21. MISCELLANEOUS

    21.1 No Accounting or Legal Advice

    Red Wing Software is not engaged in the rendering of legal, accounting, tax, or other professional services. The Software is provided as a tool, and the Customer is solely responsible for the accuracy, completeness, and lawfulness of its records and filings, including any reliance on outputs generated by the Software.

    21.2 Membership and Account Security

    The Customer is entirely responsible for maintaining the confidentiality of any username and password associated with the Customer's account and for all activities that occur under that account. The Customer shall notify Red Wing Software immediately of any unauthorized use of the account or any other breach of security. The Customer shall not log in to or use any other person's account without the express permission of that account holder.

    21.3. Data Protection and Security

    Red Wing Software shall maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction. Such safeguards include role-based access controls, encryption of Customer Data in transit, and confidentiality obligations on personnel with access to Customer Data.

    Red Wing Software shall notify the Customer without undue delay after confirming any security incident that results in the unauthorized access to or disclosure of Customer Data, and shall cooperate in good faith to investigate and remediate.

    Upon termination, Red Wing Software shall, at the Customer's reasonable request and within a reasonable period, return or securely delete Customer Data in its possession, except as required to be retained by law.

    Customer acknowledges that its use of the Software is subject to the Red Wing Software Privacy Policy, as updated from time to time and available at https://www.redwingsoftware.com/home/legal-notices (the "Privacy Policy") as amended from time to time, which is incorporated into this Agreement by reference. By using the Software, the Customer agrees to be bound by the Privacy Policy.

[Last Updated 06/23/2026]

At Red Wing Software, we are committed to protecting your privacy and ensuring you are informed about your choices related to our website, applications, or services. This commitment extends to the principles outlined below, which apply to our websites, applications, or services. This policy does not apply to other companies' or organizations' websites, applications, or services we link. You can visit most pages on our website without providing us with personal information. However, in cases where we require information to provide services or pages you request, this privacy statement explains data collection and use in those situations.

NOTICE, COLLECTION, USE & DISCLOSURE OF DATA

We will ask for your consent when we need information that personally identifies you or allows us to contact you. This is especially important before downloading trial software or registering for an event, entering a contest, requesting local help, or contacting Red Wing Software. Registering with and logging into our website, applications, or services also acts as notice to collect and recall personal information. To the extent permissible under applicable law, we use your personal information for these purposes:

• To make our website, application, or services convenient for you to use, especially for customers with a Customer Care Membership who request product updates and utility downloads.
• To help us create content that is relevant to you.
• To provide requested services based on the profile established by you with Red Wing Software.
• To allow you access to limited-entry areas of our website as appropriate.
• To provide information to our third-party contract partners to offer business or accounting products or services that may be useful to you.
• To gather data used for licensing and help improve our website, applications, or services.

To the extent permissible under applicable law, Red Wing Software also collects certain information about your computer hardware and software. This information may include your IP address, browser type, operating system, domain name, access times, referring website addresses, device (including mobile devices) and usage information, version numbers, or data you provide directly through our services. If you grant permission in your device (including mobile devices) settings, precise location data may be collected by certain services. To improve your experience using our services, we may collect and store information locally on your device (including mobile devices). This information is used to maintain the security and quality of the website, applications, or services and to provide general statistics regarding use.

Red Wing Software also collects information about how visitors navigate through the website. This visitation data is never linked with personal information unless a user consents to provide personal information, register, or log into the website.

In addition to the preceding, Red Wing Software may disclose your personal information if required to do so by law or if we believe that such action is necessary to:

• Comply with legal process served on Red Wing Software.
• Protect the rights or property of Red Wing Software.
• Act in urgent circumstances to protect the personal safety of Red Wing Software employees, users of Red Wing Software products or services, or members of the public.
• Protect against misuse or unauthorized use of the website, applications, or services.

ACCESS TO YOUR PERSONAL INFORMATION

You can update or modify your information as needed to ensure your personal information is correct and current.

Some data collection not used to identify you personally may not be accessible via your profile.

USE OF COOKIES

When you visit our website, a cookie is placed on your device (if your settings accept cookies) or read if you have visited our website.

If you choose not to have your browser accept cookies from our website, you will be able to view the general text pages; however, you will not be able to view content relevant to you personally, nor will you be able to register as a member for services on the website.

AI Features

• “AI Features” means any capabilities powered by machine learning, natural language processing, generative AI, or similar technologies that enable autonomous or predictive outputs beyond basic rule-based automations.
• CUSTOMER acknowledges and agrees to the integration of AI Features into the Services and consents to their use as necessary to provide functionality.
• CUSTOMER retains ownership of input data submitted into AI Features (“Customer Inputs”), subject to RED WING SOFTWARE's right to use, modify, and create derivative works from such inputs to provide, improve and develop its Services and AI Features. RED WING SOFTWARE may use Customer Inputs in de-identified, aggregated form for any business purpose.
• AI Features are provided “as-is” and without any warranties of any kind, whether express or implied, and are inherently probabilistic. CUSTOMER acknowledges that AI technology is evolving and experimental, and that outputs may be incomplete, inaccurate, or unsuitable for any particular purpose. RED WING SOFTWARE expressly disclaims all warranties related to AI Features, including accuracy, reliability, or fitness for a particular purpose. CUSTOMER assumes all risks associated with use of AI Features and is solely responsible for any decisions or actions taken based on AI Outputs. In no event shall RED WING SOFTWARE be liable for any damages arising from use of or reliance on AI Features.
• AI Features must not be used to process confidential or regulated data (e.g., personal health records, financial data) unless explicitly approved by RED WING SOFTWARE. CUSTOMER must ensure appropriate risk assessments are conducted.
• RED WING SOFTWARE’s liability related to AI Features is subject to the overall limits of liability in this Agreement. AI Features are not warranted to be error-free, complete, or suitable for any particular purpose.

SECURITY & CONTROL

Red Wing Software is committed to safeguarding the security of your personal information. We implement stringent measures to protect your data from loss, misuse, unauthorized access or disclosure, alteration, or destruction

Red Wing Software may send periodic emails to inform you about important product information, technical service, or security issues related to a product or service you requested or to confirm that you requested a product or service. Current customers may be unable to choose to unsubscribe to these mailings, as they are considered an essential part of the product or service you chose to use.

ENFORCEMENT

If for some reason you believe Red Wing Software has not adhered to these principles, please notify us by email at info@redwingsoftware.com. We will do our best to determine and correct the situation promptly. Be sure the words Privacy Policy are in the subject line.

CHANGES TO THIS STATEMENT

Red Wing Software will occasionally update this Privacy Policy as indicated by the "last updated" date at the top of the Privacy Policy.