Get Started

This Red Pixel Studios (”RPS”) License Agreement (this "Agreement") governs your purchase and use of

RPS App, a system to store, display and modify data which is used to create an iOS App for distribution through the App Store, an Android App for distribution through Google Play Store (formerly Android Market) and a Mobile Web site for distribution through the World Wide Web (the “Product”).

You must accept the terms of this Agreement in order to use the Product.

BY LICENSING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND THE AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.

RPS may modify any of the terms and conditions contained in this Agreement, at any time in its sole discretion. Any modifications are effective upon posting of the revisions on the RPS website (the "Site"). Your continued use of the Product following posting of any modifications constitutes your acceptance of the modifications. If you do not agree to the terms of any modification, do not continue to use the Product and immediately notify RPS of your termination of this Agreement in the manner described in the Termination section.

1. Enforceability. This Agreement is not valid and enforceable unless provisioned by an authorized representative of RPS.


2. Term. This Agreement will be for a "Term" of 1 (one) year, starting with the date the Product is available for download from the iTunes Store. It will automatically renew for an additional 1 (one) year Term at the end of each successive Term unless terminated.


3. Charges. Pricing is subject to change. RPS will provide 120 days notice of a pricing change to you.


4. Termination. This Agreement may be terminated: (i) by you or RPS prior to the date the Product is first provided by RPS, without cause, by giving the other party 30 days prior written notice; (ii) by RPS in the event of nonpayment by you as provided in the Payment section below; and (iii) by RPS, at any time, without notice, if, in RPS' sole judgment, you are in violation of any terms or conditions of the Agreement.


5. Payment. You will pay 100% of the one-time setup fee prior to the development of the Product. An invoice will be sent upon acceptance of this agreement. Thereafter, an invoice will be sent on or about the first of each month as long as the Agreement is in effect. Payment shall be made to RPS at the address set forth on the invoice. All charges and amounts payable shall be payable without set-off or abatement. A service charge of $25.00 will be added to all returned checks for which there are insufficient funds. You are responsible for any costs RPS incurs in enforcing collection, including reasonable attorneys' fees, court costs and collection agency fees.


6. Updates. RPS will use commercially reasonable efforts to provide upgrades and enhancements to the Product, as well as minor improvements to the Product, as such corrections and improvements are necessary and become generally available.


7. Refund and Disputes. All payments to RPS are nonrefundable. This includes any applicable setup fees and subsequent charges regardless of usage. All overcharges or billing disputes must be reported within 60 days of the time the dispute occurred. If you dispute a charge to your financial institution or credit card issuer that, in RPS' sole discretion is a valid charge under the provisions of this Agreement, you agree to pay RPS an "Investigation Fee" of $100.00.


8. License. This Agreement grants the you the non-exclusive license to use the Product in the manner and for the purposes defined in the product documentation.


9. Your Warranties and Representations to RPS. You warrant, represent, and covenant to RPS that: (a) you are at least 18 years of age if an individual, (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Product only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines.


10. Intellectual Property and Ownership. You understand and agree that the Product, and any and all information relating its creation, components, operation, and usage, is and at all times shall remain the sole and exclusive proprietary property of RPS. You shall not attempt to modify, copy, duplicate, disassemble, decompile, reverse engineer, attempt to translate into another software language, endeavor to discover the source code of, market, disseminate or otherwise provide access to the Product or any information relating to the Product. You further acknowledge and agree that the Product and all information relating to its creation, components, operation, and usage is confidential and shall be treated confidentially by you, your agents, employees, affiliates and representatives and shall not be disclosed by you without the express written consent of RPS.


11. Products. RPS does not make any representations or warranties, express or implied, regarding the Product.
    CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF PRODUCT IS AT CUSTOMER'S SOLE RISK AND SUCH PRODUCT IS PROVIDED "AS IS" AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND FROM RPS, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. RPS WILL NOT BE LEGALLY RESPONSIBLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL, ARISING FROM THE USE OR INABILITY TO USE THE PRODUCT. CUSTOMER AGREES TO OBSERVE THE TERMS OF ANY LICENSE FOR THE PRODUCT AND THAT CUSTOMER SHALL BE FULLY LIABLE TO RPS WITH RESPECT TO ANY IMPROPER USE OF SUCH PRODUCTS OR VIOLATION OF LICENSE AGREEMENTS WITH THEM.
    You shall not (i) remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on the Product or that appear during use of the Product; or (ii) reverse engineer, decompile, or disassemble the Product or endeavor to discover any source code, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.


12. Enforcement Actions. RPS reserves the right to suspend or terminate the Agreement immediately or take any other corrective action it deems appropriate in its sole discretion if in the sole judgment of RPS you are in violation of this Agreement or for any other reason which RPS chooses. Prior notification to you is not assured.


13. Disclosure Rights. This Agreement specifically prohibits the use of the Product for illegal activities. Therefore, you agree that RPS may disclose any and all of your information including account history, account use, etc. to any law enforcement agent who makes a written request without further consent or notification to you. In addition, RPS shall have the right to terminate all Licenses set forth in this Agreement.


14. Disclaimed Warranties. RPS exercises no control over, and accepts no responsibility for, the content of the information passing through RPS' Product, host computers, network hubs and points of presence, or the Internet. USE OF THE PRODUCT OR ANY INFORMATION THAT MAY BE OBTAINED THEREFROM IS AT YOUR OWN RISK. THE PRODUCT LICENSED UNDER THIS AGREEMENT IS PROVIDED "AS IS" AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, ANY FAILURE BECAUSE OF COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. RPS DOES NOT MAKE AND DISCLAIMS, AND YOU WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE PRODUCT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. RPS DOES NOT WARRANT THAT THE PRODUCT FUNCTION WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.


15. Limitations. IN NO EVENT WILL RPS OR ITS SUPPLIERS HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE PRODUCT THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. NEITHER RPS NOR ITS SUPPLIERS WILL HAVE LIABILITY WITH RESPECT TO RPS' OBLIGATIONS UNDER THIS AGREEMENT, OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF RPS HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THE LIABILITY OF RPS AND ITS SUPPLIERS TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION IS LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO RPS UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE PRODUCT SET BY RPS UNDER THIS AGREEMENT HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU RELEASE RPS AND ITS SUPPLIERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THE LIMITATION STATED IN THIS SECTION.


16. Interruption of Service. RPS is not liable for any temporary delay, outages or interruptions that affect the Product. Further, RPS is not liable for any delay or failure to perform its obligations under this Agreement, where the delay or failure results from any act of God or other cause beyond its reasonable control (including, any mechanical, electronic, communications or third-party supplier failure).


17. Indemnification. In agreeing to the this Agreement, you agree to indemnify, defend and hold harmless RPS, its employees, directors, partners, representatives and affiliates, to the extent permitted by law, for any violation by you of this Agreement that results either in loss to RPS or the bringing of any claim against RPS by any third-party. For example, if RPS is sued because of your use of the Product, you will pay any damages awarded against RPS, its employees, directors, partners, representatives and affiliates, plus all costs and attorney's fees.


18. Confidentiality. The contents of this Agreement and any and all information concerning the operations and business activities of RPS which you acquire or have acquired in connection with or as a result of the performance of this Agreement, including without limitation information relating to source code, computer programs, software, techniques, algorithms and processes, and technical and marketing information, are confidential and shall be treated confidentially by you, your agents, employees, affiliates and representatives and shall not be disclosed to any third party without the express written consent of RPS. Any information provided by you to RPS and clearly identified as confidential shall, except as otherwise required by law, be treated confidentially by RPS, its agents, employees, affiliates and representatives and shall not be made available to any third party for any purpose other than the implementation of this Agreement and except as otherwise authorized by you. Each party agrees to take all reasonable steps to ensure that confidential information is not disclosed or distributed by its employees, agents, or representatives in violation of the terms of this Agreement. This covenant of confidentiality shall extend beyond the term of this Agreement and shall survive the termination of this Agreement for any reason.


19. General. RPS and you agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or your customers. THIS AGREEMENT IS MADE UNDER AND WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF KENTUCKY (EXCEPT THAT BODY OF LAW CONTROLLING CONFLICTS OF LAW) AND SPECIFICALLY EXCLUDING FROM APPLICATION TO THIS AGREEMENT THAT LAW KNOWN AS THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE THE STATE AND FEDERAL COURTS IN KENTUCKY, AND EACH PARTY IRREVOCABLY CONSENTS TO SUCH PERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS THERETO.
    In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
    You may not sell, assign or transfer your rights or delegate your duties under this Agreement either in whole or in part without the prior written consent of RPS, and any attempted assignment or delegation without such consent will be void. RPS may assign this Agreement in whole or in part. RPS also may delegate the performance of certain Services to third parties.
    All notices, demands, requests or other communications required or permitted under this Agreement shall be deemed given when delivered personally, sent by facsimile upon confirmation, sent and received by return receipt email, or upon receipt of delivery of overnight mail.
    This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive understanding and agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. No change, alteration or amendment of the terms or conditions of this Agreement are authorized or effective unless they have been agreed to in writing by an officer of RPS.
    This Agreement is a legally binding contract on the part of both RPS and customer and shall remain binding and insure to the benefit of their respective principals and successors in interest, and assigns in accordance with the Terms of Service. This provision shall not alter the provision herein this Agreement requiring you to obtain the written consent of RPS prior to any sale, assignment or transfer your rights and duties under this Agreement.


20. Survival. All provisions of this Agreement relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations will survive the termination or expiration of the Agreement.