Legal Terms

RED INK SUBSCRIPTION – GENERAL TERMS & CONDITIONS

1. Scope and Parties

These General Terms and Conditions (GTC) govern the contractual relationship between LawDigital Ltd., Stockerstrasse 47, 8002 Zürich, Switzerland (LD) and the person subscribing to (i.e. licensing) the software Red Ink (Subscriber). These GTC apply to subscriptions concluded via the Red Ink online shop at https://redink.ai or through a direct agreement (the agreement thereby formed, including the GTC, is the Subscription). Supplier terms, billing guidelines and other terms and conditions of the Subscriber are expressly disclaimed, even if referred to in the Subscriber’s order forms. Any person acting for the Subscriber represents and warrants to have the legal power and capacity to enter into the Subscription for and on behalf of the Subscriber.

2. Grant of License and Incorporation of Terms

2.1 License Terms. The use of Red Ink (as defined in the License) is governed by the “Red Ink License” provided with the software in the release(s) used by Subscriber (License). Only for informational purposes, the “Red Ink License” of the “General Audience” release of the software as of the date of these GTC is reproduced in the Annex II to these GTC.

2.2 Limits of Subscription. The Subscriber is granted the right to have Users use Red Ink as per the License with the number of Users, as per the Product terms and conditions and for the Term for which the Subscription has been expressly entered into between the Parties for the Product the Subscriber relies upon for such use. Any other use is not permitted. A “User” means a named individual (i.e. no service, role, shared or group accounts) working within and as part of the Subscriber’s or one of its Affiliates’ organizations, but not of third parties and not customers of the Subscriber or its Affiliates (they have to enter into a separate Subscription). “Affiliates” means entities controlled by, controlling, or under common control with the Subscriber. The “Term” is the period of time agreed under the Subscription during which the use of Red Ink is permitted under a particular Product (e.g., a month, the remainder of first calendar year, a full renewal year). A “Product” is the specific license subscription scheme (e.g., a normal license, a license for free testing, a developer license) that the Subscriber and LD agree upon in the Subscription, for instance by the Subscriber procuring a particular “license” in the online shop of LD at https://redink.ai. The specifications and specific terms and conditions of each of these Products are set out in Annex I (or are agreed separately) and form part of the Subscription. Under a Subscription, the Subscriber may subscribe to several Products. Where a Product is offered only on a one-time basis (e.g., for testing), the Subscriber may not, and undertakes that its Affiliates do not, obtain the Product or related “one-time” Products multiple times (should this nevertheless happen, LD may cancel such additional Products without notice). Where the Product provides for a specific scope or purpose or conditions (e.g., developer license, license for non-productive testing only), the Subscriber may use Red Ink only for the purpose, within the scope or under the conditions specified (insofar the Subscriber relies on that Product for using Red Ink), and the Subscriber shall take adequate measures to ensure that these restrictions are complied with. The Subscription provides for no third-party beneficiary rights.

2.3 Responsibility. It is the sole responsibility of the Subscriber to ensure that the Subscriber maintains sufficient Subscriptions to at any time cover the actual usage of Red Ink, and that the usage and handling of Red Ink complies with these GTC and the License. If the Subscriber used the online shop at https://redink.ai to enter the Subscription, it shall keep its information up-to-date in the shop account. If additional Subscriptions are necessary, they are to be obtained at the then valid terms; existing Subscriptions are not taken into account for calculating discounts. The Subscriber shall take adequate steps to ensure that Red Ink is not used by separate individuals under the same User ID, or otherwise in an unauthorized manner. The Subscriber shall ensure that all Users comply with the Subscription and the License.

2.4 Condition Precedent. The right to use Red Ink for “professional use” (as defined in the License) is legally conditional upon the full payment of the applicable fees when due and upon full compliance with any other conditions, scope and purpose of the Product or that have been otherwise agreed. Without valid payment of such fees when due and compliance with any other such conditions, the Subscriber may not use or permit usage of Red Ink for “professional use”. The actual use of Red Ink is dependent on each User activating its license associated with a subscribed Product and regularly confirming it upon start-up of Red Ink. This requires an internet connection. It is the responsibility of Subscriber to ensure that its Users’ systems can reach and query the license management server at https://redink.ai, and to inform them of the related collection of personal data, if any, and LD’s privacy notice.

2.5 Intellectual Property. Nothing contained herein (including the License) shall be construed as assigning ownership or title to any rights to the Subscriber. Any use of Red Ink not expressly permitted by the License is not permitted.

2.6 Online Shop. For managing license keys and user activations, as well as managing the Products the Subscriber has subscribed (including cancellation or access to invoice), the Subscriber will need to register an account with and agrees to use the online shop at https://redink.ai. The Subscriber is required to provide correct and complete information, and keep it updated. The Subscriber is responsible for keeping access credentials confidential and will not share them with third parties. Any activities undertaken with the use of the Subscriber’s access credentials on the online shop are deemed to be authorized activities of the Subscriber. The Subscriber is advised to use multi-factor authentication to secure its account. LD has the right (but not the obligation) to suspend any account, and access to https://redink.ai (including for license activation and verification) in case of suspicious activities or when it reasonably believes that the Subscription may be violated or in case of security or operational issues.

2.7 Resellers. If you are a reseller, you may enter into the Subscription for the benefit of your own customer identified in the Subscription (End Customer). This has the effect that references to the Subscriber in the definition of “Users” are references to the End Customer, and not you. You remain the party to and obliged under the Subscription, including for payment of the fees. You undertake that the End Customer (including its Users) is bound by and complies with the terms of the Subscription, including its limitations and exclusions of warranty and liability and by allowing for audits, and that it (and its Users) will use Red Ink only in accordance with the Subscription and the License.

3. Term and Termination

3.1 Duration. The Subscription remains in place until the end of all Terms of all Products agreed upon under the Subscription, unless expressly agreed otherwise or terminated earlier as set out herein, and unless there are ongoing other services, in which case the Subscription shall continue until such services have ended.

3.2 Renewal, Termination. At the end of the Term of a Product, unless defined otherwise for that Product (e.g., a Product for testing Red Ink for a limited time), the Term of that Product automatically and individually renews for a successive period of one calendar year or as otherwise defined for the Product at issue (e.g., one month renewal), always unless terminated by either party with ten days’ prior notice before the end of the Term, unless expressly agreed otherwise. For a Subscription entered into on https://redink.ai, the Subscriber shall notify any termination for one or all Products online via the Subscriber’s account on https://redink.ai; shorter notice periods may be available online. LD can validly notify terminations via e-mail to the last known address. The right to extraordinarily terminate the Subscription or one or several Products for “important reasons” remains reserved; the material breach of the Subscription by the Subscriber is an important reason; if curable, LD shall provide Subscriber 30 days to cure the breach. Also, LD may terminate at its discretion at any time without advance notice any Subsription or Product for which no fee is paid.

3.3 No Refund. If the Subscriber (or LD for cause) terminates the Subscription prematurely or ceases use of Red Ink (or does not use it) before the end of the Term, there shall be no refund of fees paid or owed for the current period.

4. Fees, Audit and Compliance

4.1 Fees. The Subscriber shall pay LD the fees agreed for each Product upfront when subscribing it (for the initial Term) and, unless expressly agreed otherwise, the fees communicated to the Subscriber or published on https://redink.ai, whichever is lower, 30 days prior to the renewal of the Product Term, each time based on the number of users as agreed for each Product individually (if several separate Products subscriptions or Subscriptions exist for the same Subscriber, they are treated as separate Products or Subscriptions, respectively; if the Subscriber wishes to combine Products or Subscriptions, it shall terminate these Products or Subscriptions per the end of the current Term and enter into with LD a new, combined Product or Subscription). The Product fees are subject to any applicable discounts as published on https://redink.ai alongside the applicable fees, unless agreed otherwise.

4.2 Payments. Any fixed fees for a Product and any recurring service fees are to be paid in advance, and any fees for support, training and other services charged on a time & material basis are to be paid within 30 days upon invoice. All fees are to be paid without deduction in the currency invoiced plus any applicable taxes, duties and levies. Statutory late payment interest incurs without further notice if fees are not paid by the due date. In the online-shop, LD can require immediate payment (e.g., via credit card) and limit the availability of payment by invoice. In case of late payments, LD may, after one warning (by email or otherwise), suspend the Subscription or parts thereof (and related license information) at any time without further notice.

4.3 Billing Efforts. LD is neither required to upload invoices to the Subscriber’s billing systems nor comply with any other special billing, onboarding or supplier procedures of the Subscriber; if LD nevertheless does so, LD may charge to the Subscriber its efforts and costs on a time & material basis. The same is true for efforts to pursue late payments.

4.4 Service Fees. Unless expressly agreed otherwise, all services provided by LD upon a Subscriber’s request beyond a Product, in particular support services that are not covered by the Subscription/License charges, are to be paid by the Subscriber on a time & material basis. For time & material charges, the then current rates of LD apply, as available on https://redink.ai.

4.5 Audit, Underlicensing. LD may audit the Subscriber’s compliance with the terms and conditions (in particular limits) of the Subscription, Products and License. The Subscriber shall cooperate fully with such audits and provide access to all relevant systems and records. If an audit reveals underlicensing, the Subscriber shall immediately pay the applicable fees for the excess usage.  If the underlicensing exceeds 5% of the licensed volume or in case of a material breach of the Subscription/Product/License, the Subscriber shall bear the reasonable costs of the audit. Additionally, the Subscriber shall pay a markup of 20% on the fees due for any underlicensed usage.

5. Maintenance & Support

5.1 Maintenance. LD will use commercially reasonable efforts to provide updates to Red Ink where it materially fails to work as per its documentation in the target host environment for which it has been developed. At its sole discretion, LD may add new features and amend or remove existing ones; certain features may be offered as separately charged options. The Subscriber understands and accepts that Red Ink may not or no longer work as expected or at all in the Subscriber’s own host environment or with the third-party services configured by the Subscriber, in particular upon changes of such environment or services. Neither this nor unremedied deficiencies nor changes to Red Ink entitle the Subscriber to prematurely terminate the Subscription, reduce the fees or obtain a refund or raise any other claims. Any updates are provided through https://redink.ai on a self-service (pull) basis and are not individually notified.

5.2 Support. LD will use commercially reasonable efforts to provide the Subscriber with a third level support to handle issues in implementing and using Red Ink as intended by the Subscriber where the Subscriber’s reasonably skilled first and second level support, despite having used available documentation and best efforts, has been unable to adequately address them. If such problems are not due to a deficiency of Red Ink covered by Section 5.1, LD may charge the Subscriber for such support. Support requests shall be made only via e-mail, unless directed otherwise by LD. Other support plans may be agreed separately under this Subscription.

5.3 Service Levels, Cooperation. Maintenance, support and other services, including the website https://redink.ai, its license management and its download section, are provided “as is” and without any guaranteed service level. The Subscriber shall duly cooperate with LD in the performance of this Subscription; the Subscriber shall notify LD in detail and without undue delay of any information security relevant or other serious defects that could potentially affect LD and/or other users of Red Ink. The Subscriber is solely responsible for keeping its contact information up-to-date at all times, and agree to receive any notifications in relation to this Subscription via e-mail. LD may send to the Subscriber mails on news and updates concerning its products and services (the Subscriber can opt out at any time by using the link at the end of such mailings).

6. Exclusion of Liability and Warranty

To the maximum extent permitted by Swiss law, any and all warranty and liability of LD, its officers, employees, and agents are excluded, as also provided for by the provisions of the License. Red Ink, and any work and services hereunder, are provided “as is”.

7. Final Provisions

7.1 Reference Rights. Unless the Subscriber opts-out in writing, LD may refer to the Subscriber as a user of Red Ink on the Red Ink website and in other public communications and use the Subscriber’s brand logo for such purpose, subject to compliance with the Subscriber’s reasonable brand guidelines (if provided to LD).

7.2 Amendments. Amendments of this Subscription are only valid if done in writing, except that LD has the right to unilaterally amend these GTC set forth as follows: Amendments will be notified to the Subscriber. They are deemed accepted unless the Subscriber objects in writing within 30 days of notification. If the Subscriber objects, LD may, at its sole discretion, either (i) terminate the Subscription effective at the end of the current Term, or (ii) terminate the Subscription immediately. In the case of immediate termination by LD under this clause, the Subscriber is entitled to a pro-rata refund of unused fees paid. Furthermore, for the avoidance of doubt, the applicable License is determined by the Red Ink License included in the release of the Red Ink software used by Subscriber (which can be checked on https://redink.ai prior to downloading/updating).

7.3 Severability. Should any provision of this Subscription be invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.

7.4 Assignment. This Subscription may not be assigned without the consent of the other party, except that LD may assign the subscription to any other entity that is taking over all or substantially all of LD’s business related to Red Ink or rights hereunder (e.g., for payment collection purposes).

7.5 Applicable Law and Jurisdiction. This agreement is governed by Swiss law without regard to its conflict of law rules or the Vienna Convention on the International Sale of Goods. The exclusive place of jurisdiction is Zurich, Switzerland, subject to mandatory statutory venues, however, LawDigital Ltd. may enforce this Subscription and its rights in Red Ink also at any other competent court or other forum.

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Annex I: Products

Further products and Products not subscribed under this Subscription may be added, changed or removed by LD at any time.

Annex II: Red Ink License (for informational purposes only)

LawDigital Ltd. (Switzerland) grants you a non-exclusive, non-transferable, and revocable right to use this copy of Red Ink as per the following terms. The right allows you to use Red Ink for your own commercial and non-commercial purposes, provided you agree to, are bound by, and comply with all terms of this license. The term “Red Ink” includes its documentation, the content of the installation package, and the source code, each as published by LawDigital Ltd. It does not include any third-party works. For any “professional use” (as defined in this license), you must also have a valid Red Ink license subscription agreement (the “Red Ink Subscription”) with LawDigital Ltd. Your professional use of Red Ink will only be permitted and covered by the Red Ink Subscription (i) if your Red Ink Subscription provides for a valid Product (as defined therein) that permits your particular use, (ii) during the term agreed for that Product in the Red Ink Subscription, (iii) if you fully comply with and agree to be bound by the Red Ink Subscription, (iv) insofar all fees have been fully paid (when due for the Product that you rely upon), and (v) only within the specifications, terms and conditions (in particular the limits) agreed with LawDigital Ltd. in the Subscription or otherwise (e.g., number of permitted users, scope and purpose of use of Red Ink). The term “professional use” means any commercial or professional use and any use of Red Ink by or in a company, organization, public authority or other body, including without limitation for testing purposes. For any private, non-professional use, and provided such use does not fall under the aforementioned definition of “professional use”, this license is granted to you individually at no charge and royalty-free and limited in time to the three years following the official release date of the copy of Red Ink made available by LawDigital Ltd. and as also stated by such copy. Under any of the foregoing licenses, you may modify the source code of Red Ink and compile it for creating your own executable, only for your own purposes (but not to make available the resulting derivative works for use beyond your own entity and entities owned by you or under common control), provided you share all modifications and enhancements (except those that by their nature are to be used only by you internally, e.g., because they concern a company-specific use case or setup or contain pre-existing proprietary works unrelated to Red Ink), and fixes of defects to the original source code or other materials with LawDigital Ltd. and you hereby irrevocably grant LawDigital Ltd. the transferable, royalty-free and unlimited right to include such modifications, enhancements and fixes in future releases of Red Ink, including paid versions; the same also applies to any ideas, GitHub pull requests and other proposals for or in relation to Red Ink you share with LawDigital Ltd. or its representatives. Any other use is not permitted, and no ownership or title to any rights are assigned or transferred to you. Red Ink may not be used for purposes prohibited under applicable law or otherwise in a manner in violation of applicable law. It is neither made nor intended for high-risk use cases (including as per the EU AI Act), including any use case where failures or errors may affect the security or safety of people, systems or assets; if you use it for such use cases, you do so at your own risk and responsibility. You agree to indemnify, defend, and hold harmless LawDigital Ltd., VISCHER Ltd., David Rosenthal, their licensors (including, without limitation, Microsoft Corporation) from and against any claims, damages, or losses (including attorneys’ fees) arising out of or related to your use or distribution of Red Ink or your violation of these terms, law or third-party rights. If you violate this license, the copyright in Red Ink or the Red Ink Subscription (if in place), this license immediately terminates. This license is subject to the license conditions of the various libraries and other third-party works included in Red Ink or provided with it, which are listed in the distributed license file together with this license, in Red Ink or associated materials and apply accordingly. These third-party works are licensed to you by their licensors as per the respective licenses listed herein, in Red Ink or associated materials. Red Ink is provided “as is” without any warranties, express or implied, including but not limited to, with no warranties of merchantability, fitness for a particular purpose and non-infringement. Red Ink may contain errors, it may produce incorrect or incomplete output and it may result in crashes of and damage to or loss of documents, files, or the host applications; you accept this risk and will take the necessary precautions, when using Red Ink. No warranty is made regarding the operation of Red Ink, its functionality or the information or results obtained through its use, or the impact it may have on your documents, data or system. The features of Red Ink presented or advertised may not be available with the model you use, or not perform as expected; you need to obtain your model(s) and other services to use Red Ink on your own, at your own cost and risk, and separately. Your use of Red Ink is at your own risk and your own cost. In no event, to the extent permitted by applicable law, shall LawDigital Ltd., VISCHER Ltd., their officers, employees and agents and David Rosenthal be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, loss of data, or any other loss) arising out of the use of or inability to use Red Ink or otherwise in connection with Red Ink, even if LawDigital Ltd. or the other persons mentioned have been advised of the possibility of such damages, and irrespective of the legal basis for such claims. The foregoing exclusion of warranty and liability also applies in connection to any support, guidance or information that LawDigital Ltd., VISCHER Ltd. or David Rosenthal may provide you in connection with “Red Ink”. You are required to comply with all national and international export laws and regulations that apply to the software, which include restrictions on destinations, end users, and end use (more information: www.microsoft.com/exporting). This license shall be governed by and construed in accordance with the laws of Switzerland (without regard to its international private law provisions on applicable law or to the Vienna Convention on the International Sale of Goods) and shall be subject to the exclusive jurisdiction of the courts of Zurich, Switzerland; however, LawDigital Ltd. may enforce this license and its rights in Red Ink also at any other competent court or other forum. Red Ink and its logo are registered trademarks. All rights in Red Ink and the trademarks are reserved.

28 January 2026