Radial

Please read through the Radial Fraud Insight End User License Agreement and check that you accept below

Radial Fraud Insight

End User License Agreement

Radial, Inc., a Pennsylvania corporation (“Radial,” “our,” “us,” or “we”) provides, among other things, the Fraud Insight fraud detection software tool (the “Software”) available through the application programming interface or alternative medium made available to end users of the Software. The Software is designed to help merchant end users (“Users,” “your,” or “you”) detect fraud in online purchases transactions by visitors to the Users’ websites (“Customers”).

This End User License Agreement (this “Agreement”) sets forth the legally binding terms for your use of and access to the Software. By clicking the “I AGREE” button or installing or using the Software, you agree to be bound by this Agreement as of such date (the “Effective Date”). PLEASE READ THIS AGREEMENT BEFORE USING THE SOFTWARE. IF YOU DO NOT AGREE WITH THE TERMS, YOU SHOULD NOT USE THE SOFTWARE, OR SHOULD DISCONTINUE USE THEREOF AND UNINSTALL THE SOFTWARE IMMEDIATELY.

1. License Grant. Subject to the terms of this Agreement, Radial hereby grants you a limited, personal, revocable, non-exclusive and nontransferable license, without the right to sublicense, to (a) access and use the Software solely for the purposes of accessing fraud analytics information in connection with Customer purchases through your website, and (b) use the content, including text, pictures, videos, links and personalized information or instructions made available to you through the Software (“Radial Content”).

2. License Restrictions. You may not: (a) make copies, translations, or modifications of or to the Software, (b) alter, obscure, or remove the copyright notice on the Software, (c) assign, sell, distribute, lease, rent, sublicense, or transfer the Software or this license or disclose the Software to any other person, (d) reverse-engineer, disassemble, or decompile the Software or otherwise attempt to discover the source code or structural framework of the Software. Further, the Software may be used solely in connection with fraud detection for Customer purchases and you may not use the Software to determine whether to grant any Customer credit or in connection with any other decision relating to consumer credit. The Software and Radial Content is licensed, not sold, to you. We reserve all rights in and to the Software and Radial Content not expressly granted to you under this Agreement.

3. IP Rights. Radial retains all intellectual property rights in and to the Software, Radial Content and all related documentation, and all interests therein (including all copyrights, patents, service marks, trademarks and other intellectual property rights), including any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes thereto, and all related information, material and documentation. Except for rights specifically provided in this Agreement, you hereby assign to Radial all other intellectual property rights you may now or hereafter possess in the Software, Radial Content and all related documentation, and all derivative works and improvements thereof, and agree to execute all documents, and take all actions, that may be necessary to confirm such rights.

4. User Submitted Content. You may be permitted to upload or submit content, including without limitation data or information relating to Customer transactions, to the Software in various forms (collectively, “User Content”). By providing any User Content, you agree that it will not: (a) infringe any copyright, trademark, patent, trade secret, or other proprietary right of any party; (b) be profane, obscene, indecent or violate any law or regulation; (c) defame, abuse, harass, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (d) incite discrimination, hate or violence towards one person or a group because of their belonging to a race, a religion or a nation; or (e) restrict or inhibit any other user from using the Software. You represent and warrant that the information that you provide to us about you in connection with the Software will be current, true, accurate, supportable and complete. You further represent and warrant that you have all necessary rights, licenses, consents and approvals to provide us with any Customer-related information and data (including Customer payment information) in connection with the Software.

We do not claim ownership over any User Content uploaded or submitted to the Software. However, by uploading or submitting User Content to the Software, or otherwise providing User Content to Radial, you hereby grant Radial a non-exclusive, royalty-free, world-wide, perpetual, transferable license to store, reproduce, adapt, distribute, display and use, for any lawful purpose, any and all User Content uploaded or submitted to the Software or that is otherwise provided to Radial and any and all other data and information collected or generated by the Software in connection with such User Content.

Any ideas, advice, recommendations, suggestions, enhancement requests, feedback or proposals provided by you to Radial (“Feedback”), by their receipt grant Radial with a royalty free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to commercialize, use and incorporate such Feedback into its software, services or systems or use as it otherwise deems necessary or desirable in its business.

5. Website User Privacy Notice. You specifically acknowledge and consent to the uses and disclosures of your User Content and other information (which may include individually personally identifiable information) as described in our Website User Privacy Notice, available at http://www.radial.com/legal, which is hereby incorporated by reference. Except as provided by our Website User Privacy Notice or as required by law, as between you and Radial, any User Content and other information and data collected via the Software will be non-confidential and non-proprietary and Radial will not be liable for any use or disclosure of User Content.

6. Term and Termination. The term of this Agreement commences on the Effective Date and continues until terminated by Radial or you. You may terminate this Agreement by ceasing your use of and uninstalling the Software. We may terminate this Agreement at any time in our sole discretion. This Agreement and the license granted hereunder automatically terminate if you fail to comply with any provision of this Agreement. You agree upon termination to: (a) cease using the Software and providing or accessing any data or information by or through the Software, and (b) destroy all copies, modifications, and merged portions of the Software in any form, including any copy on any computer or mobile device.

7. Disclaimer of Warranties and Acknowledgements. IT IS UNDERSTOOD AND HEREBY EXPRESSLY ACKNOWLEDGED BY YOU THAT THE SOFTWARE AND RADIAL CONTENT MAY CONTAIN DEFECTS AND THAT RADIAL MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE USE, PERFORMANCE, OPERATION, SUPPORT OR PORTABILITY TO ANY SUBSEQUENT VERSIONS OF THE SOFTWARE OR RADIAL CONTENT. YOU EXPRESSLY AGREE THAT THE USE OF THE SOFTWARE AND RADIAL CONTENT IS AT YOUR SOLE RISK, INCLUDING, WITHOUT LIMITATION, ANY RISK OF LOSS OF DATA OR BUSINESS INTERRUPTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND RADIAL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FOR YOUR USE, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, WHICH ARE HEREBY EXPRESSLY DISCLAIMED. WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SOFTWARE AT TIMES OR LOCATIONS OF YOUR CHOOSING.

YOU ACKNOWLEDGE THAT RADIAL MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OF ANY USER CONTENT PROCESSED BY THE SOFTWARE. RADIAL IS NOT LIABLE FOR ANY LOSSES, COSTS, DAMAGES OR CLAIMS IN CONNECTION WITH, ARISING FROM OR RELATED TO YOUR INTERACTIONS WITH ANY CUSTOMER. NEITHER THE RADIAL TECHNOLOGY NOR THE SOFTWARE OR ANY OUTPUT OR RESULTS THEREFROM CONSTITUTES A DETERMINATION OF THE EXISTENCE OR ABSENCE OF FRAUD WITH RESPECT TO AN INDIVIDUAL CONSUMER TRANSACTION. THERE IS NO ASSURANCE THAT THE RADIAL TECHNOLOGY OR THE SOFTWARE WILL ACCURATELY IDENTIFY EVERY POTENTIAL INSTANCE OF FRAUD, OR AVOID EVERY POTENTIAL CHARGEBACK, OR THAT EVERY TRANSACTION THAT MAY APPEAR FRAUDULENT IS IN FACT SO. RADIAL IS NOT A PARTY TO ANY TRANSACTION BETWEEN YOU AND YOUR CUSTOMERS AND RADIAL DOES NOT ASSUME ANY LIABILITY WITH RESPECT TO AMOUNTS DUE AND OWING FOR ANY SUCH TRANSACTION.

8. Limitation of Liability. IN NO EVENT SHALL RADIAL OR ITS AFFILIATES BE LIABLE FOR ANY LOST PROFITS OR BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR ANY EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF RADIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE AND WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIMS AGAINST, OR LIABILITY ON THE PART OF RADIAL FOR DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL, OR TAXES OR DUTIES, RESULTING FROM ANY CHARGEBACKS, PAYMENT PROCESSOR DISPUTES, LOSSES DUE TO THE CONDUCT OF PAYMENT PROCESSORS, LOSSES DUE TO FALSE POSITIVE FRAUD SCREENING OR ANY OTHER SIMILAR CLAIMS RELATED TO CONSUMER TRANSACTIONS IN CONNECTION WITH YOUR USE OF THE SOFTWARE AND USER CONTENT. IN NO EVENT SHALL RADIAL OR ITS AFFILIATES HAVE AGGREGATE LIABILITY HEREUNDER FOR DAMAGES IN EXCESS OF $100. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF CERTAIN DAMAGES, SO THIS LIMITATION MAY NOT APPLY.

9. Indemnification. You agree to defend, indemnify and hold harmless Radial from and against damages, liabilities and reasonable costs and expenses, including reasonable legal fees arising out of or relating to: (a) your use of the Software in violation of the terms of this Agreement and (b) User Content or any other data or content included in or omitted from content and data input into the Software by you or any other third party using your account or device.

10. Export and Other Restrictions. You agree to comply fully with all relevant export laws and regulations of the United States ("Export Laws") to assure that neither the Software nor any direct product thereof is (a) exported, directly or indirectly, in violation of Export Laws; or (b) are used for any purposes prohibited by the Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. The Software and related documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. The Commercial Computer Software and Commercial Computer Software Documentation are being licensed to any U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

11. Amendments. Any amendments to and waivers under this Agreement shall only be valid if in writing and signed by an executive of Radial, or in the case of you, accepted via a click-to accept mechanism or by your continued use of the Software after an amended version of this Agreement has been posted on either http://info.radial.com/conquerfraud or http://fraudinsight.com (or any successor or replacement URLs), which you agree constitutes your acceptance of such amendments.

12. Governing Law; Exclusive Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to any principles of conflicts of laws. Any action seeking legal or equitable relief arising out of or relating to this Web Site shall be brought only in the courts of the Commonwealth of Pennsylvania or the United States District Court of Pennsylvania. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed.

13. Miscellaneous. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. The waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. You may not assign any of your rights or delegate any of your obligations under this Agreement without the prior written consent of Radial. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. The provisions of Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive the termination of this Agreement

Copyrights

This documentation and the corresponding Software are the property of Radial and are licensed to you under the terms of this End User License Agreement. Unauthorized use or copying of the Software, documentation, or any other associated materials is a violation of state and federal laws. These materials must be returned to Radial if so demanded.

Last Revised May 26, 2016