Terms of Service
Last modified: September 4, 2018
Thank you for using RADiCAL!
These Terms govern your access to and use of Site and Services provided by Radical Solutions, LLC (“RADiCAL”), so please carefully read them before using the Site or Service.
In order to use the Service and interactive features on the Site, you must first register with us through our on-line registration process on the Site. Regardless of how you decide to use the Site and Service, your conduct is governed by these Terms.
Words capitalized but not defined herein shall have the meanings ascribed to them below:
- “Account”: an account established by RADiCAL in a User’s name for the use by the User of the Services;
- “Accounting Period”: a term of one full month during which a User benefits from certain Playtime limits for Uploads and Downloads. The start date of a User’s first Accounting Period is the start date of the User’s Subscription Term. Each Accounting Period then ends, and a new Accounting Period begins, successively on the same calendar day of the then immediately following calendar month (subject to customary modifications for the month of February), until the Subscription Term of one (1) year is complete;
- “Personal Account”: an Account benefiting from a free Personal Subscription;
- “Personal License”: a license granted by RADiCAL to a User with respect to Results downloaded during such User’s Personal Subscription Term;
- “Playtime Add-On“: a package that adds more playtime credits to your base subscription for at least one full Accounting Period;
- “Premium Account“: an Account benefiting from a Premium Subscription;
- “Premium License”: a license granted by RADiCAL to a User with respect to Results downloaded during such User’s Premium Subscription Term;
- “Premium Annual Subscription“: a paid-for Producer or Professional subscription for one year comprising twelve recurring Accounting Periods;
- “Premium Monthly Subscription“: a paid-for Producer or Professional subscription for one month comprising one Accounting Period;
- “Premium Subscription”: means a Premium Annual Subscription and/or a Premium Monthly Subscription;
- “RADiCAL,” “us,” “we” or “our”: Radical Solutions, LLC;
- “Results”: digital data files representing animated human motion, and any information associated therewith, made available by RADiCAL to a User in respect of an Upload submitted by such User to RADiCAL;
- “Service”: the Site, our mobile applications and Software Packages, as well as any and all products and services (including Visualizations and Results) that we make available on or through the Site, our mobile applications, any Software Packages or elsewhere, whether now or in future, from time to time;
- “Site”: RADiCAL’s website at www.getrad.co and any other website used by RADiCAL;
- “Software Packages”: any software made available by RADiCAL to the User in the form of a compiled and downloadable software package (including, but not limited to, software forming part of our mobile applications);
- “Subscription Term”: (a) twelve months (ie, twelve Accounting Periods) for Premium Annual Subscriptions and Personal Subscriptions; and (b) one month (ie, one Accounting Period) for Premium Monthly Subscriptions;
- “Terms”: these Terms of Service, including our Mobile App Addendum;
- “Uploads”: any videos – and any information, materials and files contained within or associated with such videos – that you upload into our Services;
- “User”: anyone accessing and using our Services and our Site, including you; and
- “Visualization“: visual representations of Uploads and/or Results made available by RADiCAL through the Services to you and other Users.
1. Your Use of the Site and Service and Affirmative Representations.
When you use a Service, you represent that: (a) if you are using the Service on behalf of yourself, you agree to the Terms for yourself and have the authority to bind yourself to the Terms; (b) if you are using the Service on behalf of an organization, you agree to the Terms for that organization and have the authority to bind that organization to the Terms; (c) the information you submit is truthful and accurate; (d) you will update your contact information if it changes so that we can contact you; (e) your use of the Service does not violate any applicable law or regulation; (f) you are at least 13 years of age, have the power to form a contract with RADiCAL and are not barred under any applicable laws from doing so; (g) you will comply with the rules for on-line conduct and submitting Uploads (as set out in Section 2 below) to us or posting Uploads on the Site and Service; and (h) you will comply with all local rules regarding on-line conduct and your Uploads.
Our Services may continue to change over time as we refine and add more features to them. We may stop, suspend, or modify any or all Services at any time without prior notice to you. We may also remove any content, materials, Uploads and Results from our Services at our discretion.
2. Rules Governing Your Uploads.
2.1. Your Representations and Warranties in Respect of your Uploads.
By using our Services you may provide us with Uploads. When you create or submit your Uploads to us, you represent and warrant that you:
(a) own or have sufficient rights to post your Uploads on or through our Site and Service;
(b) will not copy, upload, download, or share files unless you have the right to do so;
(c) will not post Uploads that violates our or any other person’s privacy rights, publicity rights, intellectual property rights (including, without limitation, copyrights) or contract rights;
(d) have fully complied with any third-party licenses relating to your Uploads, agree to pay all royalties, fees and any other monies owning any person relating to Uploads that you posted to or through the Site or Service;
(e) will not post or submit any Upload that: (i) is defamatory, damaging, disruptive, unlawful, inappropriate, offensive, inaccurate, pornographic, vulgar, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, filthy, threatening, excessively violent, harassing, or otherwise objectionable; (ii) incites, encourages or threatens immediate physical harm against another, including but not limited to, Uploads that promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual; or (iii) contains material that solicits personal information from anyone under 13 or exploits anyone in a sexual or violent manner;
(f) will not use our Site or Service for any unauthorized purpose including collecting User names and/or email addresses of other Users by electronic or other means for the purpose of sending unsolicited email or other electronic communications, or engaging in unauthorized framing of, or linking to, our Site or Service without our express written consent;
(g) will not post or submit Uploads that constitutes, contains, installs or attempts to install or promotes spyware, malware or other computer code, whether on our or others’ computers or equipment, designated to enable you or others to gather information about or monitor the on-line or other activities of another party;
(h) will not transmit chain letters, bulk or junk email or interfere with, disrupt, or create an undue burden on our Site, Service or the networks or services connected to this Site and Service, including without limitation, hacking into our Site, or using our system to send unsolicited or commercial emails, bulletins, comments or other communications; and
(i) will not impersonate any other person or entity, sell or let others use your profile or password, provide false or misleading identification, payment or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity.
2.2. Public Uploads, Results and Visualizations.
If you are a User benefiting from a Personal Subscription at the time you complete an Upload to our Service, each such Upload during such time is a Public Upload.
Each Public Upload, along with its Results and Visualizations, is generally accessible by: (1) you, (2) any and all other Users of the Service anywhere; and (3) any person outside our Services with whom your Upload and Results are shared by you or by any other User through social media, email and other media.
Public Upload status also permits other Users to:
(a) download the Results in a Visualization associated with your Public Upload; and
(b) to “fork” your Public Uploads, which means that other Users may make copies of your Public Uploads, including its Results and Visualizations, into separate scans that they control.
2.3. Private Uploads, Results and Visualizations.
If you are a User benefiting from a Premium Subscription, you can elect, before starting the Upload, or after completing the Upload, whether you wish for such Upload to be a Private Upload or a Public Upload.
Visualizations containing Private Uploads are viewable only by you and the Results we make available with respect to your Private Uploads are downloadable only by you.
Visualizations containing Private Uploads are only viewable, and their related Results are only downloadable, for as long as you benefit from a Premium Subscription. If you downgrade to a Personal Subscription, such Private Uploads, along with their Visualizations and Results, will become unavailable for viewing and downloading effective at the time of the downgrade.
However, your Visualizations and Results will become viewable and downloadable by you again if you upgrade your Account back to a Premium Subscription. Additionally, your Visualizations and Results will become viewable and downloadable by you and all other Users of the Services if you change the status of such Private Upload to Public Upload.
You can avoid losing access to Visualizations and Results associated with your Private Uploads by making them Public Uploads before you downgrade to a Personal Subscription.
2.4. Switching your Uploads from Public to Private.
If you are a User benefiting from a Premium Subscription, you can choose to change the status of your Public Upload to Private Upload. If you do so, RADiCAL will remove access to your Private Upload, as well as its Results and Visualizations, insofar as RADiCAL can control such viewing access within its Services.
However, you acknowledge and agree that there may exist permanent records of your Public Uploads, including as part of public search engine records and 2D video recordings, as well as copies thereof, that RADiCAL cannot control or delete from public access.
3. Your Right to Access the Services.
Subject to the more detailed licenses we grant in respect of the commercial and non-commercial use of Results and Visualizations, RADiCAL grants you a limited, non-exclusive license to access and use our Services for your own personal use. This includes the right to view content, including that of other Users to the extent it is made available for that purpose by RADiCAL through the Service. This license is personal to you and may not be assigned or sub-licensed to anyone else.
4. Uploads: Your Ownership and Grant of Licenses.
4.1. Your Ownership of Uploads.
You retain full ownership to each Upload. We do not claim any ownership to any of it. These Terms do not grant us any rights to your Uploads or intellectual property, except for the limited rights that are explained in these Terms.
4.2. Grant of Licenses by You to RADiCAL.
By using the Service, you grant RADiCAL non-exclusive, fully-paid, royalty-free and worldwide licenses to access, review, use, copy, modify, create derivative works of, reproduce and analyze (“Process”) your Uploads to allow RADiCAL to deliver the Services to you and other Users.
Specifically, in respect of each of your Uploads, you irrevocably allow RADiCAL:
(a) to Process such Upload through machine learning, algorithmic optimization, human analysis, and similar approaches to produce the Results;
(b) to display, distribute and Process a Private Upload through our Services as part of a Visualization, including any copy made of such Visualization, that is viewable by you;
(c) to display, distribute and Process a Public Upload through our Services as part of a Visualization, including any copy made of such Visualization, that is viewable by yourself and any other person anywhere in the world; and
(d) to Process such Upload for the sole purpose of improving our Services to you and/or other Users through machine learning, algorithmic optimization, human analysis, and similar approaches.
4.3. Grant of Licenses by You to Other Users.
Each Public Upload, along with its Results and Visualizations, may be viewed by other Users. By electing Public Upload status, you agree to allow other Users to view and “fork” your Public Uploads. “Forking” means that other Users may make copies of your Public Uploads, including its Results and Visualizations, into separate scans maintained through the RADiCAL Services that only they control.
If you elect Public Upload status, you grant each User of RADiCAL a non-exclusive, worldwide license to use, display, and perform such Public Upload through the Services and to reproduce Public Uploads, including its Results and Visualizations, through the RADiCAL Services as permitted through RADiCAL’s functionality (for example, through forking).
For the avoidance of doubt, your grant to other Users of the license described in the preceding paragraph services with respect to Public Uploads is not canceled or affected in any way when you delete your Public Upload, convert such Public Upload to a Private Upload, or terminate your Account.
5. RADiCAL Grant of Licenses to You.
5.1. Ownership of Results and Visualizations.
RADiCAL owns all right, title, copyright, and other intellectual property rights and interest in the Results and the Visualizations, as well as any documentation and copies thereof. Except as expressly granted in these Terms, no license, right or interest in any Results and Visualizations is granted to you. RADiCAL’s Services and Results are licensed, not sold.
5.2. Personal Subscription: Non-Commercial License.
With respect to Results you download from the RADiCAL Services while you benefit from a Personal License, subject to your continued compliance with these Terms at all times, RADiCAL grants you a revocable, non-exclusive, fully-paid, royalty-free, worldwide license to use, copy, modify, publicly perform, publicly display and reproduce such Results, exclusively for non-commercial purposes.
For the avoidance of doubt, neither Results nor Visualizations can ever be used or made available in any commercial product or service or any corporate products or services under a Personal License, without RADiCAL’s prior written consent.
If you are a small-scale independent production company, non-profit, or artist, you may use the Service, Results and Visualizations to showcase or promote your own creative works provided you don’t receive direct cash or in-kind compensation for such showcase or promotion.
5.3. Premium Subscriptions: Commercial License.
With respect to Results you download from our Services while you benefit from a Premium License, subject to your continued compliance with these Terms at all times, RADiCAL grants you a perpetual, non-exclusive, fully-paid, royalty-free, worldwide license to use, copy, modify, publicly perform, publicly display and reproduce such Results, for both commercial and non-commercial purposes.
While your Premium License is technically not exclusive, RADiCAL will not grant licenses to Results to any other person for as long as you maintain your Results as part of a Private Upload. However, for as long as your Results are included in a Public Upload, any other User can acquire from RADiCAL the rights described in this Section.
5.4. No Right to Sell, Distribute or Make Available Results on a Stand Alone Basis.
Any and all licenses granted by RADiCAL under these Terms are subject to the limitation that both Results and Visualizations must only be used in your own unique audiovisual content (including but not limited to film, TV, video and game content, as well as augmented reality, virtual reality or other applications).
You must not sell, license or otherwise provide access to Results or Visualizations (modified or in original format) to third parties, either as a stand-alone data file, or through direct or indirect re-distribution, in a manner that is similar to the Services under these Terms.
Any breach or attempted circumvention of this provision may result in immediate termination of your Account and/or access to the Service permanently suspended, and your license(s) terminated and/or revoked.
5.5. Using Results to Improve our Services.
RADiCAL reserves the right to access, review, use, copy, modify, create derivative works of, reproduce and process Results produced in respect of your Uploads for the purpose of improving our Services to you and/or other Users through machine learning, algorithmic optimization, human analysis, and similar approaches.
5.6. Ownership of Site, Service, Trademarks, Logos.
All of the content on the Site and Service, the trademarks, service marks, and logos contained on the Site and Service (collectively, the “Materials”), are owned by or licensed to us and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. We reserve all rights not expressly granted in and to the Service and the Materials.
These Terms do not grant you any rights to use the RADiCAL trademarks, logos, domain names, or other brand features, except where they form part of the original Visualizations in the form created and made available to you and other Users by RADiCAL.
5.7. No Circumvention, Reverse-Engineering, Etc.
You agree that you will not circumvent, disable or otherwise interfere with security related features of our Services or features that: (a) prevent or restrict use or copying of any materials that form part of our Services; or (b) enforce limitations on use of the Services or the materials that form part of our Services. You further agree not to access the Services by any means other than through the interface that we provide, unless otherwise specifically authorized by us in a separate written agreement.
Except as expressly permitted by RADiCAL in writing, you will not scrape, reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Services or any source code therein. Nor will you attempt to circumvent any of RADiCAL’s technical measures or take any measures to interfere with or damage any Service. All rights not expressly granted by RADiCAL are reserved.
5.8. No Adversarial Assertions.
You agree not to assert against RADiCAL any claim, action or proceeding for infringement of any patents, patent rights or other intellectual property rights.
6. Your Assignment of Feedback to Us.
While we appreciate it when Users send us feedback, please be aware that we may use any feedback, comments, or suggestions you send us or post in our forums without any obligation to you. By submitting a comment or feedback to us, you hereby assign and shall to assign to us all of your right, title and interest in and to all such comments and feedback.
7. Use and Protection of Account Number and Password; Account Security.
You, and not RADiCAL, are responsible for maintaining and protecting your Account. RADiCAL will not be liable for any loss or corruption of your Uploads, Visualizations or Results or for any costs or expenses associated with backing up or restoring any thereof. You are responsible for safeguarding the password that you use to access the Service and you agree not to disclose your password to any third party. You are responsible for any activity using your Account, whether or not you authorized that activity. You should immediately notify RADiCAL of any unauthorized use of your Account. You acknowledge that if you wish to protect your transmission of data or files to RADiCAL, it is your responsibility to use a secure encrypted connection to communicate with the Service.
8. Fees and Payments.
8.1. Subscription Terms; Personal Subscriptions Free of Charge.
As long as you have an Account, you always benefit from access to a free Personal Account, which in turn gives you access to our Services at no charge.
Each Personal Subscription has a Subscription Term of one (1) year, subject to automatic auto-renewal (which means you don’t need to do anything to renew). The start date of a Subscription Term is the date you started your Personal Subscription (i.e., in most cases the date you first established your Account).
A Personal Subscription requires no payment and RADiCAL therefore doesn’t require that you register a payment method to maintain a Personal Subscription. Note that you cannot cancel the auto-renewal feature for a free Personal Subscription.
A Personal Subscription is not separately available to you at any time during which you benefit from a Premium Subscription.
8.2. Accounting Periods; Consuming Playtime Limits.
All Subscription Terms are divided into twelve (12) months, each of which is Accounting Period. The start date of your first Accounting Period is the start date of your Subscription Term. Each Accounting Period then ends, and a new Accounting Period begins, successively on the same calendar day of the then immediately following calendar month (subject to customary modifications for the month of February), until the Subscription Term of one (1) year is complete.
Depending on the category of your subscription, in respect of each individual Accounting Period, you benefit from certain Playtime limits for Uploads and Downloads. Specifically, during an Accounting Period, you consume:
- Upload Playtime: every time you upload a video, in direct proportion to the playtime of your Upload (measured in full seconds); and
- Download Playtime: when you download Results, in direct proportion to the playtime of your Upload.
When an Accounting Period ends, and a new Accounting Period begins, your Playtime limits are automatically reset to maximum availability.
If you attempt to upload a video at a time when your remaining Upload Playtime balance is insufficient to accommodate your Upload, we may (but we’re not obliged to) process the Upload nevertheless. In that case, you will be able to access a Visualization after establishing a sufficient Upload Playtime balance. If you have insufficient Download Playtime to download Results, you will be able to do so after establishing a sufficient Download Playtime balance.
8.3. Premium Subscriptions: Annual.
You may upgrade to a Premium Annual Subscription at any time.
Regardless of the category of your then current base subscription, if you upgrade to a (higher level) Annual Subscription, then:
- the Subscription Term of your then current subscription is automatically terminated immediately upon upgrade and if you had any forthcoming recurring Subscription Fees (if any) under such current base subscription, they are canceled and no longer due after the upgrade takes effect;
- you commit to a new Subscription Term of one (1) year starting on the date of such upgrade comprising twelve (12) Accounting Periods; and
- if any Upload or Download playtime limits are unused from your previous base subscription at the time of the upgrade, they are automatically rolled over into the new Accounting Period under the new Premium Subscription.
8.4. Premium Subscriptions: Monthly.
You may upgrade to a Premium Monthly Subscription at any time while on a Personal Subscription (but not while you’re on any Premium Annual Subscription).
If you upgrade to a Premium Monthly Subscription, then:
- the Subscription Term of your then current Personal subscription is automatically terminated immediately upon upgrade;
- you commit to a new Subscription Term of one (1) month starting on the date of such upgrade representing one (1) Accounting Period; and
- if any Upload or Download playtime limits are unused from your previous Personal subscription at the time of the upgrade, they automatically expire, but your Playtime limits are automatically reset to maximum availability within your new Premium Monthly Subscription.
8.5. Premium Subscriptions: Auto-Renewal & Cancelation.
Each Premium Subscription Term is subject to automatic auto-renewal for both annual and monthly subscription categories. This means that, upon expiration of your Subscription Term, your Premium Subscription will automatically renew for a renewal term of the same duration as the initial Subscription Term.
You can cancel such automatic auto-renewal at any time during the last Accounting Period of the Subscription Term. If you cancel the auto-renewal of a Premium Subscription, you automatically downgrade to a free Personal Subscription upon at the time of the expiration of your full Subscription Term. (In other words, canceling auto-renewal does not result in the early termination of your Premium Subscription.)
8.6. Playtime Add-Ons.
Playtime Add-Ons provide additional Playtime credits in addition to the Services and Playtime limits available as part of your base subscription. You can combine any number of Playtime Add-Ons with any subscription package at any time.
Upon payment of the relevant Add-On Fees, the additional Playtime under a Playtime Add-On is available to you immediately until the end of the Accounting Period that follows the Accounting Period during which you purchased the Playtime Add-On; this means that a Playtime Add-On is valid for no less than one full Accounting Period and, depending on the date and time of purchase, may be available for close to two (2) full Accounting Periods.
Playtime Add-Ons are not subscriptions and do not auto-renew.
8.7. Treatment of Unused Playtime.
Any unused Upload Playtime and Download Playtime expires upon conclusion of an Accounting Period.
8.8. Fee Increases.
RADiCAL, in its discretion, reserves the right to increase Account Fees at any time, provided that: (a) RADiCAL will not increase Subscription Fees for a Premium Subscription already purchased; and (b) RADiCAL will not increase Subscription Fees for any renewal subscription term unless we provide you with written notice of such increase in the Subscription Fees at least thirty (30) days prior to the commencement of the renewal term or unless the Subscription Fees in such prior period were designated when you first signed up as a User as promotional or ‘one-time’.
You acknowledge that RADiCAL may, from time to time, add additional features or functionalities to the Service that RADiCAL does not make generally available without payment of additional Account Fees, and that your access to and use of such additional features and functionalities may require payment by you of additional Account Fees.
8.9. Payment Terms.
Please note that (a) Account Fees are quoted and payable in United States dollars; (b) Account Fees are based on the Premium Subscription or the Playtime Add-On purchased, and not actual usage; and (c) your obligation to pay all Account Fees is non-cancelable and Account Fees paid are non-refundable.
We will require and process your payment via our third party credit card processor and you authorize RADiCAL and our third party credit card processor to charge your credit card the applicable Account Fees, including those Account Fees covering the initial subscription term and any renewal subscription terms. You are responsible for providing us with complete and accurate billing and contact information and for notifying us of any changes to such information.
You will pay any Account Fees by credit card, via our third party credit card payment processor. All Fees are due prior to commencement of the applicable subscription term and the use of Credits, respectively. If your credit card is denied or charged back to RADiCAL or our third party payment processor, RADiCAL may immediately suspend your access to the Service until payment of any outstanding Account Fees is made.
Unless otherwise stated in an order form or invoice, the Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (“Taxes”).
You are responsible for paying all Taxes (except those based on RADiCAL’s income) associated with the Service purchased hereunder, and will pay, indemnify and hold RADiCAL harmless from any Taxes and any costs associated with the collection or withholding thereof, including penalties and interest. If RADiCAL has the legal obligation to pay or collect Taxes for which you are responsible under this provision, the appropriate amount shall be invoiced to and paid by you unless you provide RADiCAL with a valid Tax exemption certificate authorized by the appropriate taxing authority.
9. Our Management of the Site and Service/User Misconduct.
9.1. Our Site Management.
We may, but are not required to: (a) monitor or review the Service (including content) for violations of these Terms and for compliance with our policies; (b) report to law enforcement authorities and/or take legal action against anyone who violates these Terms; (c) refuse, restrict access to or the availability of, or remove or disable (to the extent technologically feasible) any Uploads that may violate these Terms, the law or any of our policies or are excessive in size or burdensome without prior notice to you; or (d) manage the Site in a manner designed to protect our and third parties’ rights and property or to facilitate the proper functioning of the Site.
9.2. Our Right To Terminate Users.
Without limiting any other provision of these Terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Service to any person for any reason or for no reason at all, including without limitation for breach of any representation, warranty or covenant contained in these Terms, or of any applicable law or regulation.
9.3. Risk Of Harm.
Please note that there are risks, including but not limited to the risk of physical harm, of dealing with strangers, including persons who may be acting under false pretenses. Please choose carefully the information you post on our Site and that you give to other Users. You are discouraged from publicly posting your full name, telephone numbers, street addresses or other information that identifies you or allows strangers to find you or steal your identity. Despite this prohibition, other people’s information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. You assume all risks associated with dealing with other Users with whom you come in contact through this Site. We expect that you will use caution and common sense when using the Site or Service.
10. Sharing Uploads and Results.
We will terminate the Account and access rights of any infringer in appropriate circumstances. If you are a copyright owner or the legal agent of a copyright owner, and you believe that any Uploads on the Site or Service infringes upon your copyrights, you may submit a notification pursuant to our Digital Millennium Copyright Act Notice, which is available here https://www.getrad.co/legal/dmca/.
12. Other Content.
The Site or Service may contain links to third-party website or resources (“Third Party Site”). RADiCAL does not own or operate these Third Party Sites, and we do not endorse any Third Party Site or any materials, opinions, goods or services available on them. Third party materials that are accessed through or used by means of the Third Party Site may also be protected by copyright and other intellectual property laws. We have not reviewed, and cannot review, all of the material, including goods or services, made available through Third Party Sites. We are not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources.
13. Term, Termination and Survival.
These Terms shall remain in full force and effect while you use the Site or Service. Though we would much rather you stay, you can stop using our Site and Service any time and for any reason. We reserve the right to suspend or end the Site or Service at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or use the Service in any way that would cause us legal liability or disrupt others’ use of the Service. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other Users) where we are unable to do so. Upon termination of your Account for any reason, we will close your Account, and (subject to Section 13.3 below) you will no longer be able to retrieve materials contained in the Account. The following sections will survive any termination of these Terms: 1-5, 8-17 and 19.
13.2. Term Of Subscriptions.
This Agreement will remain in effect until your subscription to the Services expires or terminates, or until the Agreement is terminated. Except as otherwise specified, Professional Account subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless: (i) RADiCAL gives you notice of non-renewal at least thirty (30) days before the end of the relevant subscription term; or (ii) you cancel your auto-renewal before the then next relevant auto-renewal date.
Upon expiration or termination of your Professional Account, RADiCAL will (but shall not be obliged), under ordinary circumstances, automatically downgrade your Account to a Personal Account.
The per-unit pricing during any automatic renewal term for a Professional Account will be the same as that during the immediately prior term, unless we have given you notice of any price increase at least thirty (30) days before the end of the then-current Term, in which case the price increase will be effective upon renewal, or unless a limited-time promotion will be expiring at the end of the current subscription term.
13.3. Transition Of Your Data.
For a period of thirty (30) days following termination or expiration of this Agreement, you may retrieve your Results, to the extent they were available to you immediately before termination or expiration, from the Service and RADiCAL will provide you with the same post-termination data retrieval assistance that RADiCAL generally makes available to all its customers. Any additional post-termination assistance from RADiCAL is subject to the mutual agreement of the parties, including your acceptance of any reasonable fees and terms RADiCAL specifies for such assistance.
After thirty (30) days following termination or expiration of this Agreement, unless prohibited by applicable laws, RADiCAL may delete or erase any and all of your Uploads, Visualizations and Results in its discretion. Except as provided in this Section 13.3, RADiCAL shall have no obligation to continue to store or permit you to retrieve any of your Uploads or Results following termination of this Agreement.
The license you grant to us as described in Section 4 of these Terms means that we can retain, reproduce and process copies of your Uploads for the sole purpose of improving our Services to you and/or other persons through machine learning, human analysis, and similar approaches.
13.4. Effect Of Termination.
Upon any expiration or termination of this Agreement:
(a) your right to use the Service shall cease, and RADiCAL shall have no further obligation to make the Service available to you;
(b) except as otherwise expressly stated herein, all rights and licenses granted to you under this Agreement will immediately cease;
(c) except as provided in Section 13.3, RADiCAL will have no obligation with respect to any of your Uploads or Results; and
(d) you will pay any unpaid Account Fees and Credit Fees payable for the remainder of the then-current term in effect prior to the termination date.
14. Disputes Between Users.
You are solely responsible for your conduct. You agree that we cannot be liable for any dispute that arises between you and any other User.
15. Disputes with Us, Choice of Law and Forum.
You and we agree to submit to the exclusive jurisdiction of the state and federal courts located in New York City, New York. You and we further agree that any disputes shall be resolved under the substantive law of the State of New York (exclusive of its choice of law provisions). The Convention for the International Sale of Goods shall not apply.
16. RADiCAL is Available “AS-IS”.
THE SERVICES, SITE, SOFTWARE AND ALL UPLOADS, MATERIALS OR ITEMS PROVIDED THROUGH THE SITE AND SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. BY OPERATING THE SITE AND SERVICES, WE DO NOT REPRESENT OR IMPLY THAT WE ENDORSE ANY UPLOADS OR ANY OTHER MATERIALS OR ITEMS MADE AVAILABLE ON OR LINKED TO BY THE SITE OR SERVICES, OR THAT WE BELIEVE UPLOADS OR ANY OTHER MATERIALS OR ITEMS ARE ACCURATE, USEFUL OR NON-HARMFUL. WE DO NOT GUARANTEE AND DO NOT PROMISE THAT THE SERVICE MAY BE LAWFULLY VIEWED OR THAT UPLOADS MAY BE DOWNLOADED FROM THE SITE OUTSIDE OF THE UNITED STATES OF AMERICA. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE OR SERVICES. NO ADVICE OR INFORMATION, WHETHER VERBAL OR WRITTEN, OBTAINED BY YOU FROM US OR THE SITE OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOU AGREE THAT YOUR USE OF THE SITE AND SERVICES ARE AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND EACH OF OUR LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED IN CONNECTION WITH THE SITE OR SERVICES AND YOUR USE THEREOF.
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF SITE’ CONTENT, THE CONTENT OF ANY SITE LINKED TO THE SITE CONTRIBUTIONS, INFORMATION, UPLOADS OR ANY OTHER ITEMS OR MATERIALS ON THESE SITE OR LINKED TO BY THESE SITE. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT, CONTRIBUTIONS, UPLOADS AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE OR SERVICES, (C) ANY ILLEGAL OR UNAUTHORIZED ACCESS TO OR USE OF OUR SITE, SERVICES OR SECURE SERVERS AND ALL PERSONAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTRIBUTIONS, CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT, CONTRIBUTIONS, UPLOADS OR MATERIALS POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR SERVICE.
17. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL RADiCAL ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT RADiCAL HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO ANY LOSS OR DAMAGE SUFFERED BY YOU AND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SITE, SERVICES OR UPLOADS, WILL NOT EXCEED THE GREATER OF $50 OR THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO RADiCAL FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.
You agree to indemnify and hold us, our subsidiaries, affiliates, and licensors and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of the Uploads you post to the Site or Service, your use of the Site or Service and/or arising from a breach of these Terms and/or any breach of your representations and warranties set forth above.
We may modify these Terms from time to time. Your continued use of the Services constitutes your consent to such changes. PLEASE READ THESE TERMS CAREFULLY AND CHECK THESE TERMS PERIODICALLY FOR CHANGES. IF YOU DO NOT AGREE TO THESE TERMS , YOU MAY NOT USE THE SERVICES.
We will also put any revised versions of these Terms on the Site with a notice advising of the change. It is therefore important that you regularly check the Site for any announcements about revisions and keep your contact information current to ensure you are informed of any changes.
20. Miscellaneous Terms.
20.1. Entire Agreement.
These Terms constitute the entire and exclusive agreement between you and RADiCAL with respect to the Site and Service, and supersede and replace any other prior or contemporaneous agreements, terms and conditions applicable to the Service.
20.2. No Third Party Beneficiaries.
These Terms create no third party beneficiary rights.
20.3. No Waiver.
RADiCAL’s failure to enforce a provision is not a waiver of its right to do so later.
If a provision is found unenforceable the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.
20.5. No Assignment.
You may not assign any of your rights in these Terms, and any such attempt is void, but RADiCAL may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Service.
20.6. Independent Contractors.
RADiCAL and you are not legal partners or agents; instead, our relationship is that of independent contractors.
20.7. Export Compliance.
Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the foregoing: (a) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports; and (b) you shall not permit any person to access or use Service in violation of any U.S. export embargo, prohibition or restriction.
Any notice or communication required or permitted to be given hereunder must be in writing, signed or authorized by the party giving notice, and may be: (a) delivered by hand, deposited with an overnight courier; (b) sent by confirmed email or confirmed facsimile (except that neither email nor facsimile shall be deemed sufficient for notices of breach, termination, or an indemnifiable claim); or (c) mailed by registered or certified mail, return receipt requested, postage prepaid, to the following:
(i) In your case, to the address, mail address and/or facsimile contact information set forth within your Account; and
(ii) In the case of RADiCAL to Radical Solutions, LLC, 1216 Broadway, 2nd Floor, New York, NY, 10001, U.S.A. Email: email@example.com.