RED GLOBAL TERMS AND CONDITIONS OF SALE, LEASE, AND LICENSING OF PRODUCTS AND SERVICES
Last updated: June 19, 2026
These Terms and Conditions of Sale, Lease, Licensing of Products and Services (these "Terms") apply to the purchase, lease, or licensing of RED cameras, accessories, and related equipment ("Products"); software, firmware, applications, downloads, subscriptions, updates, and other code, whether provided on a standalone basis, embedded within Products, or made available through download, license, or subscription ("Software"); and professional, technical, support, training, maintenance, or other services provided by RED ("Services" and, together with Products and Software, the "Offerings"), in each case provided by RED Digital Cinema, Inc. ("RED").
These Terms, together with the quote, order confirmation, or any other written or electronic communication that incorporates these Terms (collectively, "Sales Documents" and together with these Terms, this "Agreement") constitute a binding agreement between RED and the customer submitting an order to RED ("Customer") when the order has been accepted and confirmed by RED in writing.
By placing an order, Customer acknowledges that the sale, lease, license, or provision of Offerings is expressly conditioned on Customer's acceptance of this Agreement, unless RED and Customer have executed a separate, signed agreement expressly overriding these Terms.
Customer represents and warrants that it is acquiring the Offerings for purposes within its trade, business, craft, or profession, and not for individual, household, or consumer use.
Prices will be those in effect at the time of purchase and unless otherwise specified, are in U.S. dollars and exclude taxes, duties, and shipping fees. Pricing is subject to correction or change at any time without notice.
All quotations are non-binding and subject to change unless expressly stated otherwise in writing by RED. Unless a shorter period is specified in writing, all quotes expire 30 days from the date issued.
Verbal quotations, estimates, or representations are not binding on RED unless confirmed in writing by an authorized representative of RED.
Specifications, pricing, and descriptions for Offerings provided in quotes or displayed on RED's website are for informational purposes only and may be updated or corrected without notice. RED reserves the right to correct any clerical, typographical, or pricing errors in any quote, order confirmation, or on its website at any time. If such a correction materially affects price, availability, or specifications, RED will notify Customer and Customer may cancel the affected order without penalty by written notice within 5 days after receipt of RED's notice. Absent timely cancellation, the order will be deemed accepted as corrected.
All Offerings are subject to availability at the time of order acceptance. RED does not guarantee the availability of any Offering listed in a quote, on a website, or in marketing materials. RED reserves the right to discontinue any Offering at any time.
All purchase orders are subject to RED's written acceptance.
For orders requiring a deposit, Customer shall pay a deposit in the amount specified by RED at the time of order placement. Camera reservation numbers and delivery estimates are provided at RED's sole discretion and for scheduling purposes only, and are not binding commitments.
- A. Payment Terms.
All payments shall be made in U.S. dollars by the due date set forth in the applicable Sales Document, unless otherwise stated therein. RED reserves the right to cancel any order for which payment is not received.
Unless otherwise agreed in writing by RED, full payment is required at the time of order placement by ACH, wire transfer, cash equivalent (including cashier's check or personal check drawn on a U.S. bank), or credit card. For orders requiring a deposit, the remaining balance must be paid in full prior to shipment, and in no event later than 5 business days following product allocation.
Payment by credit card (Visa, Mastercard, American Express, or Discover) is accepted as a convenience and is subject to valid authorization. Subject to applicable law, RED may apply a processing fee equal to the lower of RED's actual cost of acceptance or 3% of the transaction amount. No more than 3 separate credit cards may be used per order.
- B. No Set-Off or Withholding.
All payments shall be made without set-off, counterclaim, deduction, or withholding of any kind, whether arising from any claim by Customer or otherwise, except as required by applicable law. If Customer is required by applicable law to make any deduction or withholding from any payment due to RED, Customer shall promptly notify RED and shall pay such additional amounts as necessary to ensure that RED receives the full amount it would have received absent such deduction or withholding.
- C. Taxes and Duties.
Amounts charged by RED do not include any applicable taxes, duties, or similar governmental charges, including but not limited to value-added tax (VAT), goods and services tax (GST), sales tax, use tax, or excise taxes, arising from or in connection with any transaction under this Agreement. Customer is responsible for all such amounts and shall pay them in full, except for taxes based on RED's net income. If RED has the legal obligation to collect or remit any such taxes, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides a valid exemption certificate authorized by the appropriate taxing authority prior to the time of order. If Customer is required by applicable law to withhold or deduct taxes from any payment due to RED, such taxes shall be governed by Section 3.B (No Set-Off or Withholding), and Customer shall pay such additional amounts as necessary to ensure that RED receives the full amount it would have received absent such withholding or deduction.
- D. Late Payments and Collections.
Any unpaid amounts shall accrue interest at a rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is less. Customer shall reimburse RED for all reasonable and actual costs incurred by RED, including attorneys' fees, in collection of delinquent amounts not subject to a reasonable and good faith dispute.
- E. Customer Information.
Customer agrees to provide current, complete, and accurate purchasing and account information, and to promptly update such information as necessary to maintain its accuracy, including email address and payment details, so that RED may complete transactions and contact Customer as needed.
- F. Payment Authorization.
Customer authorizes RED to hold, receive and disburse funds in accordance with Customer's payment instructions. This authorization permits RED to:
debit or credit Customer's debit card, credit card, or other accepted payment methods; and
initiate recurring charges for any Offerings, if applicable.
By placing an order, Customer authorizes and directs RED to charge its selected payment method for the applicable amounts. Such authorization shall remain in full force and effect for so long as Customer maintains an account with RED, unless revoked in writing and accepted by RED.
- G. Promotions and Credits.
From time to time, RED may offer promotions, discounts, credits, or other incentives in connection with the Offerings (collectively, "Promotions"). Unless otherwise expressly stated in writing, and subject to applicable law, Promotions are valid for a limited time only (not to exceed 90 days), non-transferable, non-substitutable, have no cash value, and void where prohibited by law.
Any credits or future discounts issued by RED:
shall be applied solely as a reduction to the purchase price of eligible Products on future invoices issued by RED;
do not constitute, and shall not be treated as, a monetary obligation, stored value, property interest, or credit balance owed by RED to Customer;
may not be set off against any amounts owed to RED, except to the extent expressly applied by RED as a price reduction at the time of invoicing;
are issued solely as conditional pricing incentives that expire if not used, and are not held or maintained by RED for the benefit of Customer; and
shall expire 3 years from the date of issuance, unless a shorter period is specified in writing.
Promotions, credits, and discounts may not be combined with any other offers, promotions, or pricing programs, unless expressly approved in writing by RED.
- A. Payment Terms.
- A. Delivery Terms.
All deliveries of Products shall be made Carriage Paid To (CPT) (Incoterms® 2020) to the destination specified in the applicable order (the "Delivery Point"), unless otherwise agreed in writing.
- B. Title and Risk of Loss.
Title to the Products shall transfer to Customer upon RED's tender of the Products to the first carrier for shipment, subject to RED's receipt of full payment of the purchase price and any applicable taxes, duties, or other charges. Risk of loss and damage to the Products shall transfer to Customer upon delivery of the Products to the first carrier at the place of shipment, notwithstanding that RED shall arrange for carriage to the Delivery Point at Customer's sole cost and expense.
- C. Packaging and Shipping Method.
Products shall be packaged and prepared for shipment in the manner reasonably determined by RED, unless Customer requests a specific packaging or shipping method in advance, in which case such request shall be subject to RED's prior written approval, and Customer shall bear all additional costs associated therewith.
- D. Customer Responsibilities.
Customer shall be responsible for:
all transportation beyond the Delivery Point;
freight, insurance, import clearance, and delivery costs;
compliance with all applicable export control and import laws and regulations; and
all duties, tariffs, taxes, and similar charges, in accordance with Section 3.C (Taxes and Duties).
- E. Delivery Timing.
Delivery dates are estimates only and are not guaranteed. RED shall not be liable for any losses, damages, or penalties arising from delay in delivery or failure to deliver, regardless of cause, to the maximum extent permitted by applicable law.
- F. Inspection and Acceptance of Products.
Customer shall inspect all Products promptly upon receipt. Any claim that Products are defective, damaged, or otherwise nonconforming must be submitted to RED in writing within 10 days after delivery and must include reasonable detail regarding the nature of the alleged nonconformity. If Customer fails to provide such written notice within the 10-day period, the Products shall be deemed accepted and in full conformity with the applicable order and specifications. Following acceptance (including deemed acceptance), Customer shall have no right to reject the Products, and any remedy shall be limited to those expressly provided under RED's applicable warranty or return policies.
- A. Delivery Terms.
RED's Return Policy, available at https://www.reddigitalcinema.com/legal/return-policy, is hereby incorporated by reference into and made a part of these Terms.
RED's Product Warranty Policy, available at https://www.reddigitalcinema.com/legal/warranties, is hereby incorporated by reference into and made a part of these Terms.
EXCEPT AS EXPRESSLY PROVIDED IN RED'S PRODUCT WARRANTY POLICY, ALL OFFERINGS ARE PROVIDED "AS-IS," AND RED DOES NOT WARRANT OR GUARANTEE ANY BUSINESS, FINANCIAL, OPERATIONAL, CREATIVE, PRODUCTION, OR COMMERCIAL OUTCOME. RED MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Notwithstanding anything to the contrary, if RED permits Customer to pay for Products through installment payments, deferred payments, or any other payment schedule approved by RED in writing, such arrangement is a financing accommodation only and does not constitute a true lease unless expressly stated in a Sales Document signed by RED. Unless otherwise expressly agreed in writing by RED, title to the applicable Products shall not transfer to Customer until RED has received full payment of the total purchase price, including all installments, taxes, duties, shipping charges, fees, interest, collection costs, and any other amounts due with respect to such Products. Until title transfers, Customer shall hold and use the Products subject to RED's retained ownership interest and shall not sell, assign, transfer, pledge, encumber, lease, lend, export, relocate outside the approved delivery location, or otherwise dispose of the Products without RED's prior written consent.
To secure Customer's payment and performance obligations, Customer grants to RED a continuing first-priority purchase-money security interest, to the maximum extent permitted by applicable law, in the applicable Products and all replacements, substitutions, additions, attachments, accessories, proceeds, and insurance proceeds relating thereto. Customer authorizes RED to file, record, or otherwise perfect any financing statement, registration, notice, or similar filing that RED determines is necessary or appropriate to evidence, perfect, maintain, or enforce RED's ownership interest or security interest. Customer shall cooperate with RED and execute any documents reasonably requested by RED in connection with the foregoing.
If Customer fails to make any installment or other payment when due, or otherwise breaches these Terms or any applicable Sales Document, RED may, without limiting any other rights or remedies, suspend support, services, licenses, or further shipments; accelerate all unpaid amounts; require immediate return of the Products; repossess or recover the Products to the extent permitted by applicable law; and pursue any other remedies available at law, in equity, or under these Terms. Customer shall remain responsible for all unpaid amounts, reasonable recovery and collection costs, and any diminution in value, damage, loss, or deficiency remaining after RED exercises its remedies.
For purposes of these Terms, "RED Technology" includes all Products, Software, file formats, codecs, tools, workflows, image processing techniques, algorithms, designs, deliverables, know-how, and related documentation, provided by RED, whether standalone or incorporated into the Offerings.
All rights, title, and interest in and to the RED Technology, including all related intellectual property rights, are and shall remain the exclusive property of RED and its licensors.
Except for the limited right to use the Products, including any deliverables provided by RED in connection with any services rendered, as expressly permitted under these Terms or a Sales Document, no license or other rights are granted, whether by implication, estoppel, or otherwise.
All Software is licensed and not sold. Customer's access to and use of Software is governed by RED's separate End User License Agreement or other applicable license terms made available by RED in connection with the Software (collectively, the "EULA"), which is incorporated into and forms part of this Agreement. In the event of any conflict between these Terms and the EULA, the EULA shall control solely with respect to the applicable Software.
Customer shall not acquire any ownership, license, or other rights in or to RED Technology, and all goodwill arising from any permitted use of RED's intellectual property shall inure solely to the benefit of RED.
Subject to applicable law, Customer shall not, and shall not cause or permit any third party to:
modify, adapt, translate, or create derivative works of any RED Technology;
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, file formats, workflows, or underlying technology of any RED Technology;
analyze, decode, replicate, or attempt to reproduce any image processing, compression, encoding methodologies, or other technical features of RED Technology;
access, extract, or use RED file formats, codecs, or data structures for the purpose of developing, improving, benchmarking, or training any competing or similar products, software, or technologies;
develop, commercialize, distribute, or use any tools, software, or products derived from, based on, or designed to interoperate with RED Technology, including any tools for manipulating or processing RED file formats, without RED's express prior written consent;
use any non-RED approved tools, software, or products in connection with RED Technology where such use affects, accesses, or interacts with RED file formats, workflows, or product functionality, without RED's express prior written consent;
remove, obscure, disable, or circumvent any proprietary notices, labels, security features, digital rights management mechanisms, or technical protection measures associated with RED Technology;
permit any third party to access, use, or exploit RED Technology in a manner that would violate this Section;
use RED's trademarks, trade names, logos, or other brand identifiers, including as part of any company name, domain name, social media identifier, keyword advertising, or search engine optimization, without RED's express prior written consent; or
sell or offer to sell the Products at a swap meet, flea market, online marketplace such as eBay, Amazon, or Walmart Marketplace, or other secondary market for resale or exhibition.
Customer shall comply with all applicable laws in connection with its purchase, payment for, import, use, servicing, support, and disposal of the Offerings, including anti-bribery, anti-corruption, anti-money laundering, anti-terrorism financing, tax, customs, export control, and trade compliance laws of the United States and any other jurisdiction applicable to the Offerings, Customer, the destination, or the transaction.
Customer shall not directly or indirectly export, re-export, transfer, divert, sell, supply, service, support, or otherwise make available any Offerings, technology, technical data, or related items to any person, entity, destination, or end use prohibited or restricted by applicable law, unless Customer has obtained all required governmental authorizations and RED has provided prior written approval.
Customer represents and warrants that neither Customer nor, to Customer's knowledge, any owner, director, officer, employee, agent, representative, reseller, distributor, end user, or other party involved in the transaction is: (a) located, organized, or ordinarily resident in any country, territory, or region subject to comprehensive U.S. sanctions or embargoes; (b) identified on, owned or controlled by, or acting on behalf of any person or entity identified on any applicable restricted party list, including the U.S. Treasury Department's Specially Designated Nationals and Blocked Persons List, the U.S. Commerce Department's Entity List, Denied Persons List, or Unverified List, or any similar sanctions or export control list; or (c) involved in any prohibited or restricted end use, including nuclear, chemical or biological weapons, missile systems, military, intelligence, surveillance, or other restricted end uses, except to the extent expressly authorized under applicable law and approved in writing by RED.
RED reserves the right to accept, reject, modify, suspend, cancel, delay, terminate, or withhold performance of any order, shipment, service, support, Software access, license, or other obligation at any time before acceptance, or thereafter if RED reasonably determines that doing so is necessary due to nonpayment, suspected fraud, credit risk, incorrect pricing, abusive ordering or resale activity, breach of these Terms, compliance concerns, or Customer's failure to provide information reasonably requested by RED.
Customer shall defend, indemnify, and hold harmless RED and its affiliates, and their respective officers, directors, employees, agents, and contractors, from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's breach of these Terms; (b) Customer's misuse of the Products, including any use in violation of applicable law or in a manner not expressly authorized by RED in product manuals or other documentation made available to Customer.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, RED SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE OFFERINGS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF RED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, RED SHALL NOT BE LIABLE FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, NOR ANY DAMAGES ARISING OUT OF OR RELATING TO DELAYS IN DELIVERY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, RED'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PRODUCTS SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO RED IN THE PRECEDING TWELVE (12) MONTHS FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.
The limitations of liability set forth in this Section shall apply to all liabilities, including any claims asserted by third parties against Customer and these limitations shall apply notwithstanding any failure of the essential purpose of any limited remedy.
Customer acknowledges that the pricing of the Products reflects this allocation of risk, and that RED would not enter into the applicable transaction without these limitations.
Nothing in this Section shall limit or exclude liability to the extent such limitation or exclusion is not permitted by applicable law.
These Terms and all matters arising out of or relating to these Terms or any Offerings shall be governed by the laws of the State of California and the United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
Customer and RED each agree that any legal or equitable claim, controversy, or dispute arising out of or relating to these Terms, any Sales Document, any Offering, or the interpretation, enforceability, or applicability of this Agreement (collectively, a "Claim") shall be resolved exclusively by binding arbitration administered by JAMS in Orange County, California, before a single arbitrator, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect, except as modified by this Section. The seat and venue of arbitration shall be Orange County, California, and the arbitration shall be conducted in English.
Judgment on the arbitral award may be entered in any court of competent jurisdiction. For purposes of compelling arbitration, enforcing an arbitral award, seeking provisional or injunctive relief, or any claim not subject to arbitration under applicable law, Customer and RED each irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Orange County, California, and each waives any objection to such jurisdiction or venue, including any objection based on forum non conveniens, improper venue, or lack of personal jurisdiction.
Notwithstanding the foregoing, RED may seek temporary, preliminary, or permanent injunctive relief, specific performance, repossession, claim and delivery, attachment, or other equitable or provisional relief in any court of competent jurisdiction to protect its intellectual property, confidential information, payment rights, security interests, export control or sanctions compliance, or other rights where monetary damages would be inadequate or immediate relief is necessary. Seeking such relief shall not waive or limit either party's right to compel arbitration of any arbitrable Claim.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND RED EACH KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY. CUSTOMER AND RED EACH FURTHER AGREE THAT ANY CLAIM SHALL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED PROCEEDING.
To the maximum extent permitted by applicable law, any claim or cause of action arising out of or relating to these Terms or the Offerings must be commenced within one (1) year after the claim arises, or such claim shall be permanently barred.
- A. Force Majeure.
Neither party will be liable for any failure or delay in performing an obligation under this Agreement (except for any obligation to make payments) that is due to any of the following causes (which causes are hereinafter referred to as "Force Majeure"), to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, or generalized lack of availability of raw materials or energy. For the avoidance of doubt, Force Majeure shall not include (i) financial distress nor the inability of either party to make a profit or avoid a financial loss, (ii) changes in market prices or conditions, or (iii) a party's financial inability to perform its obligations hereunder.
- B. Entire Agreement.
The accompanying Sales Document and these Terms comprise the entire agreement between RED and Customer, and supersede all prior and contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Customer's general terms and conditions of purchase regardless of whether or when Customer has submitted its purchase order or such terms. Fulfillment of Customer's order does not constitute acceptance of any of Customer's terms and conditions and does not modify or amend these Terms, unless the conflicting provision in such agreement expressly states that it supersedes these Terms pursuant to this Section 16.B.
- C. Enforceability; No Waiver.
If any portion of this Agreement is found to be unenforceable, the remaining provisions of this Agreement will remain in full force and effect. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. All waivers shall be in writing and signed by a duly authorized representative on behalf of the party waiving the rights.
- D. Notices.
RED may provide notices to Customer by email, through Customer's RED account, by posting on RED's website, by inclusion in a Sales Document, or by other commercially reasonable means. Customer shall provide any legal notice to RED in writing, addressed to RED Digital Cinema, Inc., Attn: Legal Department, at RED's then-current principal business address specified in a Sales Document. Notices are deemed given: (a) when sent by email, account notification, or website posting; (b) when delivered personally; (c) 1 business day after deposit with a recognized overnight courier; or (d) 3 business days after mailing by certified or registered mail, postage prepaid. Customer is responsible for keeping its account, billing, shipping, and contact information current and accurate.
- E. Updates to Terms.
The version of these Terms in effect at the time RED accepts Customer's order shall govern that order, unless RED and Customer expressly agree otherwise in a signed writing. RED may update these Terms from time to time, and any updated Terms will apply prospectively to orders accepted after the updated Terms are made available by RED.
- A. Force Majeure.