Redline Research | SEC filings redliner

Draft — pending lawyer review

# Terms of Service — Redline Research
**Draft for review by a lawyer before publishing.**

**Seller:** 13758958 Canada Inc. d.b.a. Redline Research (“Redline Research”, “we”, “us”, or “our”), British Columbia, Canada.
**Effective date:** [PLACEHOLDER: effective date]
**Contact:** [PLACEHOLDER: contact email] · [PLACEHOLDER: mailing address]

These Terms of Service (“Terms”) govern access to and use of the Redline Research website, application, and related services (the “Service”). By creating an account or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

## 1. The Service
Redline Research compares consecutive U.S. Securities and Exchange Commission (“SEC”) EDGAR filings (currently Forms 10-K and 10-Q) and presents a redline-style view of changes between filings. Source filings are public documents from SEC EDGAR. The Service may offer PDF export, .docx export, CSV/JSON data export (on paid plans), share links, account history, and related features as described on the pricing page. Feature availability depends on your plan.

We may change, suspend, or discontinue features with reasonable notice when practicable. We do not promise that any redline is complete, error-free, or a substitute for reading the original filings.

## 2. Accounts and eligibility
You must provide accurate account information and keep it current. Authentication is provided by our identity provider (Clerk). You are responsible for activity under your account. One Free account per person. You may not create accounts by automated means, share Free accounts to evade limits, or use disposable email solely to multiply Free quotas. We may require email verification, rate limits, CAPTCHA/bot checks, or (if abuse appears) additional verification before fresh redlines run.

You must be able to form a binding contract under applicable law. If you use the Service on behalf of an organization, you represent that you have authority to bind that organization.

## 3. Plans, quotas, and billing
Plans (USD) as of the Effective Date (see pricing page for the current list):

| Plan | Price | Notes |
|------|-------|--------|
| Free | $0 | 3 new redlines per UTC calendar month; PDF export; share of one filing section |
| Individual | $19/month or $180/year | Higher monthly quota; PDF and .docx export; whole-filing share links |
| Pro | $49/month or $468/year | Higher quota; adds CSV/JSON data export and other Pro features as offered |
| Team | $99/seat/month, billed annually (3-seat minimum); sales-assisted | Contact us; seat management may be limited until self-serve tooling ships |
| Founding member | $1,000/year | Pro features plus priority bug fixes and priority feature-request development; capped at 100 members; price locked for life while the membership stays active; if it lapses, the spot is released |

- **Quota:** Only fresh (uncached) compares count against your plan limit. Cache hits, viewing shared links, and the public sample do not count. **Failed jobs do not count.** Quotas reset on the **UTC calendar month**.
- **Payment:** Paid plans are billed through Stripe. We do not store full card numbers; Stripe processes payments. Free does not require a card.
- **Taxes:** Listed prices are in USD. At launch we do not use automated Stripe Tax. We may charge or collect applicable Canadian and U.S. sales taxes based on your billing location; for other jurisdictions we will review treatment as customers onboard. Checkout should collect billing country and, where relevant, province/state so tax can be applied and records kept. Applicable taxes may be added at checkout or invoiced as required. Confirm final amounts on your receipt.
- **Cancellation:** Cancel anytime from your account (or Stripe Customer Portal where offered). You keep paid features until the end of the period you have paid for. We do not offer cash refunds except where required by law. Upgrades take effect immediately and are prorated. Downgrades take effect at the next renewal.
- **Founding:** Subject to the 100-member cap and lapse rules above.

We may change prices for new purchases or renewals with notice as required by law; Founding locked pricing while active is as stated above.

## 4. Acceptable use
You agree not to:

- Scrape, bulk-download, resell, or redistribute Service output or EDGAR content obtained through the Service in a way that violates these Terms, SEC EDGAR terms of use, or applicable law
- Bypass rate limits, quotas, or access controls; run automated bulk sign-ups or bots against the Service
- Reverse engineer the Service except as allowed by law
- Use the Service for unlawful purposes, to harass others, or to infringe intellectual property or privacy rights
- Misrepresent redlines as official SEC documents or as investment, legal, tax, or accounting advice

We may suspend or terminate accounts for abuse, non-payment, or material breach, and may reclaim Founding spots on lapse as described above.

## 5. Share links
Creating a share link may make a redline or a section of a redline viewable by **anyone who has the link**, without signing in. Treat share links as public. You are responsible for what you share. We may disable links that abuse the Service or violate these Terms.

## 6. Intellectual property
The Service software, branding, and our generated presentation of redlines are owned by us or our licensors. SEC filing content remains subject to its public status and any applicable rights of the filing issuers and the SEC. You may use Service output for your own research, writing, and internal business purposes under your plan. You may not claim ownership of the underlying filings.

## 7. No investment, legal, tax, or accounting advice
The Service and all content are for informational purposes only. They are **not** investment, legal, tax, or accounting advice. Redline Research is **not** a registered adviser, dealer, or similar registrant in Canada or the United States. See the separate Not Investment Advice Disclaimer. Always verify material facts against the original filings on SEC EDGAR.

## 8. Disclaimers
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that redlines are complete, accurate, or timely; that the Service will be uninterrupted or error-free; or that defects will be corrected. The original SEC filings govern.

## 9. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR DIRECTORS, OFFICERS, AND SUPPLIERS ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, DATA, OR BUSINESS OPPORTUNITY, ARISING FROM THE SERVICE OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE. OUR TOTAL LIABILITY FOR ANY CLAIM RELATING TO THE SERVICE IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (USD $100). Some jurisdictions do not allow certain limitations; in those cases our liability is limited to the fullest extent permitted.

## 10. Privacy
Personal information is handled as described in our Privacy Policy. By using the Service you acknowledge that policy.

## 11. Indemnity
You will defend and indemnify us against claims arising from your misuse of the Service, your share links, your content, or your breach of these Terms, to the extent permitted by law.

## 12. Changes
We may update these Terms by posting a revised version with a new Effective date. Continued use after the Effective date constitutes acceptance, except where law requires additional consent.

## 13. Governing law and disputes
These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-law rules. Courts in British Columbia have exclusive jurisdiction, except that we may seek injunctive relief in any jurisdiction to protect our intellectual property or the Service. Consumers may have non-waivable rights under applicable consumer-protection law.

## 14. Contact
Questions about these Terms: [PLACEHOLDER: contact email].
Mail: [PLACEHOLDER: mailing address].

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*End of Terms of Service draft. Not legal advice. Have counsel review before publishing.*