Last Updated: May 8th, 2023
This Terms of Use (“TOU”) agreement contains the terms under which Radient LLC
(“Radient”) provides access and use to this website (“Site”). Radient
provides a variety of services through this Site (“Services”) that you may
access
through your computer or mobile device, and your use of those Services is
governed
by this TOU. Additional service-specific terms and policies (including rules and
guidelines) apply to some Services (“Additional Terms”). Those Additional Terms
are
incorporated into your agreement with us if you use those Services. You can find
the
Additional Terms on this Site. We refer to the combination of this TOU and any
applicable Additional Terms collectively as the “Terms.”
Radient reserves the right to update the Terms at any time by posting
notice of
such changes on this Site. You agree that your access or use of the Site or
Services
after any changes are made to the Terms will constitute your acceptance of such
changes. Radient reserves the right in Radient's sole and absolute
discretion to change the Site, including eliminating or discontinuing any
content or
feature of the Site, or, with reasonable notice, to impose fees, charges, or
other
conditions for use of the Site or parts thereof. The current version of the TOU
can
be found by clicking on the “Terms of Use” hypertext link at the bottom of the
Site.
1. User Requirements
If you are using these Services as an individual, you may only use the Service if
you
can lawfully enter into and form legal contracts. If you are using these
Services on
behalf of your company, you represent that you have the authority to agree to
these
Terms on behalf of your company. In such instances, “you” and “your” refer to
the
company. If you use Services, you expressly represent to Radient that you
are
at least over the age of eighteen (18) and may lawfully enter into and form
binding
contracts, conditions, obligations, affirmations, representations, and
warranties.
You indicate your acceptance to these Terms without any modifications, including
those terms available by hyperlink, when you click or tap a button acknowledging
your acceptance, you execute a separate agreement that references them, or you
visit
the Site. Before you may become a user of the Site, you must read and accept all
of
the terms and conditions in these Terms. If you do not agree to any of the terms
in
the Terms, you may not use this Site.
2. Account and Passwords
Certain areas of the Site may require registration or may otherwise ask you to
provide information to participate in certain features or to access certain
content.
The decision to provide this information is purely optional; however, if you
elect
not to provide such information, you may not be able to access certain content
or
features, or participate in select areas of the Site. When you register to use
the
Site, access the Site, or provide information to the Site in any other manner,
you
agree to provide only true, accurate, current, and complete information on all
pages. Using a name other than your own legal name is prohibited. You agree that
Radient may use the information you provide to the Site in accordance with
its Privacy Policy.
If you use the Site, you agree to accept responsibility for all activities that
occur
under your account or password. You also agree you will not sell, transfer, or
assign your rights as a user. You are responsible for maintaining the
confidentiality of your password and for restricting access to your computer so
that
others may not access the Site using your name or password in whole or in part.
You
agree to (a) immediately notify Radient of any unauthorized use of your
password or account or any other breach of security, and (b) ensure that you
exit
from your account at the end of each session. Radient reserves the right
to
terminate account access or suspend access to the Site to any person who
violates
these Terms.If you use the Site, you agree to accept responsibility for all
activities that occur under your account or password. You also agree you will
not
sell, transfer, or assign your rights as a user. You are responsible for
maintaining
the confidentiality of your password and for restricting access to your computer
so
that others may not access the Site using your name or password in whole or in
part.
You agree to (a) immediately notify Radient of any unauthorized use of
your
password or account or any other breach of security, and (b) ensure that you
exit
from your account at the end of each session. Radient reserves the right
to
terminate account access or suspend access to the Site to any person who
violates
these Terms.
3. Term and Termination
These Terms will remain effective until terminated by you or by Radient.
Radient reserves the right to deny access to the Site to any person who Radient reasonably believes may be using the Site for an unlawful or
unauthorized
purpose or in a manner that violates these Terms. Radient reserves the
right
to terminate these Terms and your access to the Site and the Services or any
portion
of them in its sole discretion, without notice and without limitation, for any
reason whatsoever including, but not limited to, breach of these Terms or the
termination or discontinuation of Radient's access to any third-party data
source or provider of information. In the event of a termination by Radient,
neither the third-party data source or information providers nor Radient
shall
have any liability to you.
These Terms shall be in full force and effect during such time as the Site or
Services are available to you. Radient may disable your access to the Site
or
Services at any time. Provisions in these Terms relating to limits on liability,
indemnification, use and protection of information and data, payment for
Radient's services, disclaimers of warranties as well as all other provisions for
which survival is equitable or appropriate, shall survive the termination of
these
Terms.
4. Fees and Payment
› Fee for Services
You agree to pay the then-prevailing fee for the Services as listed in Radient's published Pricing Schedule (here).
Radient's fees may be updated from to
time by
any of
the following methods: bulletins, emails, online announcements, notes in
invoices,
notices, and revised published price schedule. Radient is not responsible
for
ensuring the delivery of any updates to its fee schedule (including additions
thereto or deletions therefrom) to you, and all present and future fee schedules
are
hereby incorporated by reference into these Terms. Except as noted in these
Terms or
as required by law, fees paid by you are non-refundable.
› Subscription Basis
If your Service is billed on a subscription basis (“Subscription”), you will be
billed in advance on a recurring, periodic basis for each billing cycle
(“Billing
Cycle”). Usually each Billing Cycle will be monthly or annually, depending on
your
preference when you purchase your Subscription. Your Subscription will
automatically
renew for each Billing Cycle unless you cancel your Subscription by providing
Radient with notice in writing at least thirty (30) days before the end of your
Billing Cycle. If you terminate, your Subscription will continue until the end
of
the then current Billing Cycle.
› Payment of Fees
You agree to pay for all Services via credit card or another electronic payment
system that is made available by Radient from time to time. By choosing to
have a credit card billed directly by Radient, you hereby authorize Radient to bill this credit card for the charges incurred for use of the
Services.
Additionally, you hereby agree that if the credit card company refuses to pay
Radient for such charges incurred for use of the Services, you shall be
directly
responsible for the payment of such charges, and payment shall be due
immediately.
If Radient chooses to directly bill you for fees incurred in connection
with
your use of the Services (as opposed to paying by credit card), you agree to pay
all
fees within twenty (20) days of receipt of an invoice from Radient. You
acknowledge and agree that such fees may be electronically invoiced or sent via
such
other means as announced by Radient.
5. Copyright, Linking, and Trademarks
› Copyright
All of the information, content, services, and software displayed on, transmitted
through, or used in connection with the Site, including for example articles,
directories, guides, HTML, images, opinions, reviews, text, video, source and
object
code, software, data, and all other matters related to this Site, including
without
limitation, the arrangement of the aforementioned and the "look and feel" of
this
Site, are protected under applicable copyrights and other proprietary rights and
are
the intellectual property of Radient and its affiliated companies,
licensors,
and authors. Radient protects its rights to the Site to the fullest extent
of
the law. The copying, modification, rearrangement, redistribution, use or
publication by you, directly or indirectly, of any such matters or any part of
the
Site, except for limited rights of use granted hereunder, is strictly
prohibited.
You agree that you do not acquire any ownership rights by using the Site.
It is Radient’s policy to respond to notices of alleged copyright
infringement
that comply with the Digital Millennium Copyright Act. If you think that your
work
has been subject to copyright infringement, please notify Radient’s
copyright
agent:
info@radientanalytics.com
› Linking
The Site may contain links to other Internet websites or resources. Radient
neither controls nor endorses such other websites, nor has Radient
reviewed or
approved any content that appears on such other websites. You acknowledge and
agree
that Radient shall neither be held responsible for the accuracy,
appropriateness, or legality, of any content, information, products, or services
located on or through any other websites, nor for any loss or damages caused or
alleged to have been caused by the use of or reliance on any such content.
› Trademarks
Radient is a trademark and/or service mark of Radient or its
affiliates.
All other trademarks, service marks, and logos used on the Site are the
trademarks,
service marks, or logos of their respective owners.
6. Your Conduct
You may use the Services, the service output, data, content, software, or any
other
information contained on the Site or in the Services (“Content”) solely for your
personal use, and you may download or print a single copy of a limited portion
of
the Content on the Site for your personal use provided you do not remove any
trademark, copyright, or other notice contained in such content.
No other use is permitted. You may not distribute any of the Content to others,
whether or not for payment or other consideration. You agree not to copy,
disseminate, distribute, reproduce, retransmit, publish, share, sell,
commercially
exploit, or create derivative works based on the Content contained in the Site
or
Services in any manner without the express prior written consent of Radient.
You further agree not to create abstracts from, display, or publish any material
from the Services for use on another website or service, or to post any content
from
the Services to weblogs, newsgroups, mail lists, social media, or electronic
bulletin boards, without Radient’s prior written consent. You also agree
not to
use the Services or Site for any unlawful purpose.
Violation of the restrictions on use might cause financial harm to Radient
for
which you will be held liable.
You agree to comply with reasonable written requests by Radient to protect
Radient's rights in the Content.
Requests to use the Content for any purpose other than as permitted in this
paragraph
should be directed to info@radientanalytics.com.
Modification of the Content or use of the Content for any purpose other than
your
own personal use is a violation of Radient's copyright and other
proprietary
rights, and could subject you to legal liability.
In addition, in connection with your use of the Site, you agree not to:
- Restrict or inhibit any other visitor from using the Site, including,
without
limitation, by means of defacing the Site, unauthorized access (e.g.,
“hacking"), or "denial of service attack";
- Use the Site for any unlawful purpose, including but not limited to the
disclosure or inappropriate use of material, non-public information, or
confidential or proprietary information absent authorization to disclose;
- Express or imply that any statements you make are endorsed by Radient,
without Radient's prior written consent;
- Modify, adapt, sublicense, translate, sell, reverse engineer, decompile, or
disassemble any portion of the Site;
- "Frame" or "mirror" any part of the Site without Radient's prior
written
authorization;
- Access or log on to the Site using any software, program, application,
robot,
spider, site search, retrieval application, or other manual or automatic
device
or process to download, retrieve, index, "data mine," or in any way
reproduce or
circumvent the navigational structure or presentation of the Site or its
contents;
- Automate the process of obtaining, downloading, transferring, or
transmitting
any Content to or from Radient's computer systems or the Site; or
- Harvest or collect information about visitors to the Site without their
express
consent.
You also agree to comply with all applicable laws, rules, and regulations in
connection with your use of the Site and the content made available therein.
7. Ownership and Privacy
You acknowledge and agree that as between you and Radient, Radient
owns
all intellectual property rights in the Content except as specifically stated in
these Terms.
During the term of your subscription, you are granted limited, non-exclusive
access
to select portions of the Content as detailed in your subscription solely for
your
personal use. No license or other rights under any such intellectual property
rights
are implied or granted under these Terms other than the licenses expressly set
forth
in these Terms and all other rights are expressly reserved hereunder.
You grant Radient the perpetual right and royalty-free license to allow its
employees, subcontractors, and agents to use, copy, or modify any data they may
collect through your use of the Services (i) to the extent reasonably required
to
provide the Services and (ii) to create derived data for Radient's benefit.
We
may collect personal, aggregate, and anonymous data from your use of the Site
and
Services. Any information that Radient collects through your use of the
Site
and Services shall be subject to the Privacy Policy
and you should review those
policies.
You agree that Radient in its sole discretion may use or incorporate into
its
Content any suggestions, ideas, enhancement requests, feedback, recommendations,
or
other information provided by you or your administrators or other personnel
relating
to the Services or the Software. Any such suggestions shall not be deemed to
constitute confidential information or to impose any confidentiality obligations
on
Radient. You hereby grant to Radient and its assigns a royalty-free,
worldwide, perpetual, irrevocable, fully transferable and sub-licensable right
and
license to use, disclose, reproduce, modify, create derivative works from,
distribute, display or otherwise distribute and exploit any such suggestions as
Radient sees fit, entirely without obligation or restriction of any kind on
account
of intellectual property rights or otherwise.
8. Confidential Information
Radient may disclose non-public information to you in any form
(“Confidential
Information”). Radient’s Confidential Information includes, but is not
limited
to, any trade secrets, know-how, ideas, computer code, and internal
documentation;
the architecture and design of the Services and Site; the techniques or
processes
related to the Services; and any software it may provide you.
You agree to take commercially reasonable steps to protect Radient’s
Confidential Information and to ensure that such Confidential Information is not
disclosed, distributed, or used in violation of the provisions of these Terms.
You
agree not to disclose such Confidential Information to third parties without
prior
written consent of Radient and not to use such Confidential Information
for
any purpose except as expressly permitted hereunder. You may disclose
Confidential
Information only (a) with Radient’s prior written consent and (b) to those
employees, officers, and directors with a “need to know” purpose who are
informed of
and bound by the obligations of these Terms. Notwithstanding the foregoing, you
may
disclose Confidential Information to the extent required by law. However, you
will
give Radient prompt notice to allow Radient a reasonable opportunity
to
obtain a protective order. Such Confidential Information disclosed to the extent
required by law shall otherwise remain confidential and subject to the
protections
and obligations of these Terms.
Radient agrees that the foregoing obligations shall not apply with respect
to
any information that you can document (a) is publicly known through no fault of
you,
(b) is demonstrably known to you previously with no obligation to hold it in
confidence, (c) is independently developed by you without use of or recourse to
the
Confidential Information, provided that such independent development is
contemporaneously documented in writing; or (d) is rightfully obtained by you
from a
third-party without, to your knowledge, a direct or indirect obligation of
confidentiality.
Upon expiration or termination of these Terms for any reason, you shall promptly
return to Radient or destroy all copies of Radient's Confidential
Information and copies, notes, or other derivative material relating to the
Confidential Information.
9. Disclaimer of Advice, Disclaimer of Warranties, and
Limited Liability
› Disclaimer of Advice
Radient is not providing investment, business, tax, or legal advice. It is
not
acting as a fiduciary or endorsing any company, property, product, service,
security, instrument, or any other matter by posting any participant-submitted
information on the Site. Radient shall not be responsible for any
investment,
business, tax, or legal recommendations or opinions of third parties cited by
the
Services or in Information contained therein. Radient does not purport to
tell
you, or suggest to you, what you should buy or sell for yourself or your
company.
Neither Radient nor anyone affiliated with Radient is responsible
for
any investment decision made by you on the basis of using the Site. You should
always check with your licensed financial and tax advisor to determine the
suitability of any investment. Please conduct your own due diligence.
Any opinions concerning securities, portfolio of securities, transactions, and
investment strategy that may be on the Site are solely the opinions of their
author,
and none of the information contained therein constitutes a recommendation by
them
or Radient that any particular security, portfolio of securities,
transaction,
or investment strategy is suitable for any specific person. Further, such
information is impersonal and not tailored to the investment needs of any
specific
person. Finally, the passage of time can render all information stale, and
neither
Radient nor anyone affiliated with Radient is responsible for any
misconceptions that may result from the reading of dated information.
The information posted on the Site: (i) is not, and should not be deemed, an
offer to
sell, or a solicitation of an offer to buy, any securities or any other
instruments,
property, or anything of value by anyone in any jurisdiction; and (ii) should
not be
used by others in connection with any sale, offer for sale, or solicitation of
an
offer to buy securities or any other instruments, property, or anything of
value.
All Information provided through the Services, or otherwise made available on or
through the Site, is gathered from sources that Radient believes are
reliable;
however, Radient does not warrant the accuracy, completeness, or
timeliness of
the Information. There may be delays, omissions, or inaccuracies in the
Information.
You agree that Radient shall have no liability, contingent or otherwise,
for
the accuracy, completeness, or timeliness of the Information, or for any
decision
made or action taken by you in reliance upon the Information.
Access to information and data may be provided on the Radient’s Site through
an
independent third party whose content is copyrighted. Radient and its
vendors
make no guarantees as to the availability, timeliness, or accuracy of such
content,
quotes, or charts. Your use of such quotes and charts is subject to these
warranty
disclaimers and the limitation of liability set forth below.
› Disclaimer of Warranties
ALL MATERIALS AND SERVICES ON THIS SITE AND ON THIRD-PARTY SITES TO WHICH IT
LINKS
ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE CONTENT PUBLISHED ON THIS
SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. RADIENT DOES NOT
WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR
ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT
MAKES SUCH SERVICES AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU
ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR, OR CORRECTION OF
YOUR
COMPUTER AND OTHER EQUIPMENT. AS MARKETS CHANGE CONTINUOUSLY, PREVIOUSLY
PUBLISHED
INFORMATION AND DATA MAY NOT BE CURRENT AND SHOULD NOT BE RELIED UPON.
RADIENT MAKE NO REPRESENTATIONS AND, TO THE FULLEST EXTENT ALLOWED BY LAW,
DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING THE
SUITABILITY OF THE INFORMATION; THE ACCURACY, RELIABILITY, COMPLETENESS, OR
TIMELINESS OF THE CONTENT, SERVICES, PRODUCTS, TEXT, GRAPHICS, LINKS, OR OTHER
ITEMS
CONTAINED WITHIN THIS SITE, OR THE RESULTS OBTAINED FROM ACCESSING AND USING
THIS
SITE, THE SERVICES AND/OR THE CONTENT CONTAINED HEREIN.
RADIENT EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SITE OR
ANY
OF THE SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES,
INTERFERENCE,
HACKING OR OTHER SECURITY INTRUSION, AND RADIENT EXPRESSLY DISCLAIMS ANY
AND
ALL LIABILITY RELATING THERETO. BECAUSE SOME STATES AND JURISDICTIONS DO NOT
ALLOW
EXCLUSIONS OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG THEY LAST, THE ABOVE
EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, IN WHICH CASE THEY WILL APPLY
TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
YOU UNDERSTAND AND EXPRESSLY AGREE THAT USE OF THE SITE AND SERVICES IS AT YOUR
SOLE
RISK, THAT ANY INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF
THE
SITE OR THE SERVICES IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE
SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS
FROM
THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
› Limited Liability
IN NO EVENT SHALL RADIENT, ITS AFFILIATES, ITS THIRD-PARTY PROVIDERS, OR
ANY OF
THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, MEMBERS, AGENTS,
REPRESENTATIVES, SERVICE PROVIDERS OR SUPPLIERS, BE LIABLE TO YOU OR ANYONE ELSE
FOR
ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR INDIRECT DAMAGES (INCLUDING
WITHOUT LIMITATION LOST PROFITS, TRADING LOSSES, AND OTHER COMMERCIAL DAMAGES)
THAT
RESULT FROM THE USE OF THE SITE OR ANY OF THE SERVICES OR FROM ANY
INCONVENIENCE,
DELAY OR LOSS OF THE USE OF THE SITE OR ANY OF THE SERVICES, EVEN IF RADIENT
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
IN ADDITION, RADIENT SHALL HAVE NO LIABILITY FOR INVESTMENT OR OTHER
DECISIONS
BASED UPON ANY OF THIS INFORMATION AND/OR DECISIONS BASED UPON A CONTRARIAN VIEW
OF
ANY OF THIS INFORMATION. RADIENT SPECIFICALLY DISCLAIMS ANY AND ALL
LIABILITY
OR LOSS ARISING OUT OF ANY ACTION TAKEN IN RELIANCE ON THIS INFORMATION. RADIENT SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY OR LOSS ARISING OUT OF ANY
ACTION TAKEN IN RELIANCE ON THIS INFORMATION, INCLUDING BUT NOT LIMITED TO
MARKET
VALUE OR OTHER LOSS ON THE SALE OR PURCHASE OF ANY COMPANY, PROPERTY, PRODUCT,
SERVICE, SECURITY, INSTRUMENT, OR ANY OTHER MATTER.
THE SOLE AND ENTIRE MAXIMUM LIABILITY OF RADIENT, ITS AFFILIATES, AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, MEMBERS, AGENTS,
REPRESENTATIVES, SERVICE PROVIDERS AND SUPPLIERS, FOR ANY REASON, AND YOUR SOLE
AND
EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE AGGREGATE
AMOUNT
YOU HAVE PAID RADIENT FOR SERVICES IN THE PAST 12 MONTHS.
SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL
OR CONSEQUENTIAL DAMAGES, SO THAT THESE DISCLAIMERS AND LIMITATIONS MAY NOT
APPLY TO
YOU, IN WHICH CASE THEY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW.
10. User Content
Users are solely responsible for the content of any messages they post on
bulletin
boards, chat rooms, discussion boards, or other communications devices as may be
provided by the Site or the Services from time to time, as well as for the
consequences of any such messages. Radient accepts no responsibility
whatsoever in connection with or arising from such messages. Radient has
no
control over nor does it endorse such messages. The messages are not reviewed by
Radient prior to posting and do not necessarily reflect the policies and
opinions of Radient. You acknowledge that Radient makes no
warranties,
express, or implied, as to the contents, accuracy, or reliability of the
messages or
any other posted information. You agree not to use the Site or the Services for
chain letters, junk mail, "spamming," or commercial solicitations, and not to
send
any message or material that is unlawful or gives rise to civil liability. All
such
communications through the Services are public and not private communications.
Radient reserves the right to edit, restrict, and or remove in whole or part
such
communications for any reason or no reason without any liability whatsoever to
the
User.
11. Disclosure
Radient has business relationships with other companies including, but not
limited to technology vendors, third-party data providers, and banks. There may
be
instances in which Radient publishes an article or an individual posts a
comment on the Site which recommends a company with which Radient has a
business relationship. These occurrences are unintentional and coincidental.
If Radient publishes articles submitted by research firms or third-party
authors, Radient disclaims all responsibility and shall have no liability
for
any failures of disclosure by authors regarding their company relationships.
12. Privacy Policy
Radient cares about the privacy of its users. If you provide any
personally-identifiable information ("Personal Data") in the course of your use
of
the Site or Services, you agree that all such Personal Data will be subject to
Radient’s Privacy Policy
that is expressly made a part of these Terms. Your
Personal
Data may be stored and processed in the United States or in any other country
where
Radient has facilities. By using this Site or the Services, you consent to
the
transfer of your Personal Data outside of your country. If you are a resident of
the
European Union, you consent to such information being onward transferred,
processed,
and used by Radient in accordance with the Radient
Privacy Policy.
If
you have not already read Radient's
Privacy Policy,
you should do so
now.
13. Indemnity
AS A CONDITION OF USE OF THIS SITE, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD
HARMLESS
RADIENT, THEIR PARENT, AFFILIATED COMPANIES, AND EACH OF THEIR RESPECTIVE
PARTNERS, AUTHORS, LICENSORS, OFFICERS, DIRECTORS, ADVISORS, SHAREHOLDERS,
EMPLOYEES, REPRESENTATIVES, CONTRACTORS, AND AGENTS, FROM ANY AND ALL CLAIMS
(INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR DEFAMATION, TRADE DISPARAGEMENT,
BREACH
OF PRIVACY RIGHTS, OR INTELLECTUAL PROPERTY INFRINGEMENT) AND DAMAGES (INCLUDING
ATTORNEYS' FEES AND COURT COSTS) ARISING FROM OR RELATING TO ANY ALLEGATION
REGARDING: (A) YOUR USE OF THE SITE; (B) RADIENT'S USE OF ANY CONTENT OR
INFORMATION YOU PROVIDE; (C) INFORMATION OR MATERIAL POSTED OR TRANSMITTED
THROUGH
YOUR USER ACCOUNT, EVEN IF NOT POSTED BY YOU; (D) ANY VIOLATION OF THE TERMS BY
YOU;
AND (E) YOUR VIOLATION OF THE RIGHTS OF ANY THIRD PARTY.
Radient will defend any third-party claim or action brought against you to
the
extent based on the allegation that the Service infringes any intellectual
property
right (patents, utility models, design rights, copyrights, trademarks, or any
other
intellectual property right) having effect in the United States, and Radient
will pay any settlements that Radient agrees to in a writing signed by an
authorized officer of Radient or final judgments awarded to the
third-party
claimant by a court of competent jurisdiction. The foregoing obligations do not
apply with respect to the Service, the software, or portions or components of
either
(a) not provided by Radient, (b) combined with other products, processes,
or
materials that are not reasonably contemplated by the documentation where the
alleged infringement relates to such combination or (c) where your use of the
Service is not strictly in accordance with these Terms or the published
documentation.
THIS SECTION 13 STATES RADIENT’S ENTIRE RESPONSIBILITY AND YOUR SOLE AND
EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY
RIGHTS.
14. Survival
The provisions of Sections: 3,-5, 7-10, and 12-15 shall survive the termination
of
these Terms.
15. General
These Terms shall be deemed to include all other notices, policies, disclaimers,
and
other terms contained in this Site; provided, however, that in the event of a
conflict between such other terms and these Terms, these Terms shall control.
Notwithstanding the foregoing, if you are an authorized subscription employee
under
a valid written corporate license Terms between Radient and your employer,
the
terms of use in that Group License User Terms may provide for different or
additional rights and obligations which shall govern in the case of a conflict
between those terms and this online TOU.
The Terms have been made in and shall be construed and enforced in accordance
with
New York law. Any action to enforce the Terms shall be brought in the federal or
state courts located in New York State. The United Nations Convention on
Contracts
for the International Sale of Goods shall not apply to the Terms. If any
provision
is deemed to be unlawful or unenforceable, that shall not affect the validity
and
enforceability of the remaining provisions. Any failure of Radient to
enforce
or exercise any provision of the Terms or related right shall not constitute a
waiver of that right or provision. The section titles used in the Terms are
purely
for convenience and carry with them no legal or contractual effect.
