RedactIt™ End User License Agreement
IMPORTANT — READ CAREFULLY. This End User License Agreement ("Agreement") is a legal agreement between you, either an individual or a single legal entity ("Licensee" or "you"), and Black Dog Analytics, LLC, a New York limited liability company ("Licensor," "we," or "us"), for the Software identified above.
BY INSTALLING, ACTIVATING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL, ACTIVATE, OR USE THE SOFTWARE.
1. Definitions
1.1 "Software" means the RedactIt application, including its bundled detection and redaction engine, any embedded local language-model runtime, updates, and accompanying documentation provided by Licensor.
1.2 "License Key" means the activation credential Licensor issues to you to enable the Software.
1.3 "Licensed User" means the single named individual to whom the License Key is issued.
1.4 "Document Content" means the files, text, and data you open, process, or create with the Software.
2. License Grant
2.1 Grant. Subject to your compliance with this Agreement and payment of all applicable fees, Licensor grants you a perpetual, non-exclusive, non-transferable, non-sublicensable license to install and use the Software for your internal business or professional purposes.
2.2 Perpetual term. The license granted in Section 2.1 is perpetual for the version(s) of the Software for which your License Key is valid, subject to termination under Section 11. "Perpetual" does not obligate Licensor to provide updates, upgrades, or support beyond what is described in Section 9.
2.3 Installations. You may install and use the Software on up to 2 devices that are used solely by the Licensed User.
2.4 Backup copy. You may make one copy of the Software solely for backup or archival purposes.
3. License Restrictions
You shall not, and shall not permit any third party to:
(a) sell, rent, lease, lend, distribute, sublicense, host as a service, or otherwise make the Software available to any third party;
(b) share, publish, or disclose your License Key, or use a License Key not issued to you;
(c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Software, except to the limited extent this restriction is prohibited by applicable law;
(d) modify, adapt, translate, or create derivative works of the Software;
(e) remove, alter, or obscure any proprietary notices, labels, or marks on the Software;
(f) circumvent, disable, or interfere with the Software's licensing, activation, or security features; or
(g) use the Software in violation of any applicable law or regulation.
4. Ownership
The Software is licensed, not sold. Licensor and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. No rights are granted except as expressly set forth in this Agreement. "RedactIt" and the Black Dog Analytics name and logo are trademarks of Licensor.
5. Local Processing; Your Data
5.1 Local operation. The Software is designed to perform document detection and redaction locally on your device. In its ordinary operation, the Software does not transmit Document Content to Licensor or to any third party, and any optional local language-model features run on your device.
5.2 Your responsibility for data. You are solely responsible for your Document Content, for maintaining backups of your original files, and for the security of the devices on which you install the Software. Licensor does not store, receive, or have access to your Document Content and cannot recover it.
5.3 Third-party services. If you copy redacted text into any third-party service (for example, a public AI tool), that transfer is outside the Software and is governed by that third party's terms and privacy practices. You are responsible for what you send to third-party services.
6. No Legal Advice; No Compliance Guarantee
6.1 Assistive tool only. The Software is a tool intended to assist with identifying and redacting information. It does not provide legal advice and is not a substitute for the professional judgment of a qualified attorney.
6.2 No guarantee of completeness or compliance. Automated detection and redaction are inherently imperfect. Licensor does not warrant or guarantee that the Software will identify or remove all confidential, privileged, or personally identifying information, or that any output will satisfy the redaction, sealing, privacy, or filing requirements of any court, agency, or jurisdiction (including, without limitation, N.Y. 22 NYCRR § 202.5(e) or Federal Rule of Civil Procedure 5.2).
6.3 Your responsibility to review. You are solely responsible for reviewing every document produced with the Software before filing, disclosing, sharing, or relying on it, and for confirming that it complies with all rules applicable to your matter. You acknowledge that certain content — including tracked changes — may require manual handling as described in the Software and its documentation.
7. Third-Party and Open-Source Components
The Software includes third-party and open-source components that are licensed under their own terms, which are provided in the THIRD-PARTY-NOTICES.txt. Those terms govern your use of those components. Such components are provided by their respective authors "as is" without warranty.
8. Fees
The Software is provided in exchange for the license fee identified at the time of purchase. Except as required by applicable law or as expressly stated in Licensor's refund policy, all fees are non-refundable.
9. Updates and Support
Licensor may, but is not obligated to, provide updates, upgrades, or technical support for the Software. Any updates provided are governed by this Agreement unless accompanied by separate terms. Support, if offered, is available at contact_us@blkdoganalytics.com and is provided on a commercially reasonable basis.
10. Disclaimer of Warranties
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, OR ERROR-FREE, OR THAT IT WILL DETECT OR REMOVE ANY PARTICULAR INFORMATION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
11. Limitation of Liability
11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, OR FOR COSTS ARISING FROM THE INADVERTENT DISCLOSURE OF INFORMATION, ARISING OUT OF OR RELATED TO THE SOFTWARE OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE SOFTWARE OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR US $50.
11.3 THE LIMITATIONS IN THIS SECTION 11 APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
12. Indemnification
You will indemnify, defend, and hold harmless Licensor and its members, officers, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the Software, (b) your Document Content, or (c) your breach of this Agreement or violation of applicable law.
13. Term and Termination
13.1 This Agreement is effective until terminated. Your license terminates automatically if you materially breach any term of this Agreement.
13.2 Upon termination, you must cease all use of the Software and destroy all copies in your possession or control. Sections 4, 5, 6, 10, 11, 12, 14, and 15 survive termination.
14. Governing Law; Dispute Resolution
14.1 Governing law. This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
14.2 Venue. Subject to Section 14.3, the state and federal courts located in Westchester County, New York will have exclusive jurisdiction and venue over any dispute arising out of or related to this Agreement, and the parties consent to personal jurisdiction there.
14.3 Arbitration; Class Action Waiver; Waiver of Jury Trial
Except for claims that may be brought in small claims court or claims seeking temporary, preliminary, or permanent injunctive or equitable relief for actual or threatened infringement, misappropriation, or violation of intellectual property rights, any dispute, claim, or controversy arising out of or relating to these Terms, the Software, or the relationship between the parties shall be resolved exclusively by binding arbitration administered by the American Arbitration Association in Westchester County, New York, before a single arbitrator, under its then-current applicable rules. The Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision.
You and we agree that arbitration shall be conducted solely on an individual basis and not as a class, collective, consolidated, or representative action. The arbitrator shall have no authority to hear or decide any class, collective, consolidated, or representative claim or to award relief to anyone other than the individual party seeking relief.
The arbitrator may award only those remedies that would be available in court to the individual claimant, but the arbitrator shall not have authority to award punitive, exemplary, indirect, incidental, consequential, special, or increased damages, or any damages multiplied by law, except to the extent such limitations are prohibited by applicable law. Each party waives any right to a trial by jury.
The prevailing party in any arbitration or court proceeding relating to enforcement of this arbitration provision or any intellectual property claim shall be entitled to recover its reasonable attorneys' fees and costs, to the extent permitted by law. Notwithstanding the foregoing, we may seek temporary, preliminary, or permanent injunctive relief in any court of competent jurisdiction to protect our rights, property, or confidential information, without waiving this arbitration agreement.
If this arbitration provision is found unenforceable as to any claim, then that claim shall be brought exclusively in the state or federal courts located in Westchester County, New York, and you consent to personal jurisdiction and venue there.
15. Export and Encryption
The Software may include cryptographic functionality. You agree to comply with all applicable U.S. and other export control and sanctions laws, and you represent that you are not located in, and will not use or export the Software to, any embargoed or restricted jurisdiction or party.
16. General
16.1 Entire agreement. This Agreement is the entire agreement between the parties regarding the Software and supersedes all prior or contemporaneous understandings.
16.2 Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
16.3 Waiver. No waiver is effective unless in writing, and no waiver of any breach is a waiver of any other breach.
16.4 Assignment. You may not assign or transfer this Agreement or any License Key without Licensor's prior written consent. Licensor may assign this Agreement.
16.5 Amendments. Licensor may update these terms for future versions or releases of the Software; the terms you accepted apply to the version you licensed unless you accept updated terms.
16.6 Contact. Black Dog Analytics, LLC at contact_us@blkdoganalytics.com
BY INSTALLING, ACTIVATING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.