Radiate Terms of Service
Last Updated: October 16, 2017
Agreement to Terms
By using our Services, clicking “Sign Up For Your Free Trial” or “Join” and/or entering into an Order Form (as defined below) with Radiate you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.
Changes to Terms or Services
We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
Who May Use the Services
You may use the Services only if you are 18 years or older and capable of forming a binding contract with Radiate and are not barred from using the Services under applicable law.
Registration and Your Information
If you want to use certain features of the Services you’ll have to create an account (“Account”). You can do this via the Site.
It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you and your Authorized Users will not disclose Account passwords to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account (including but not limited to those by Authorized Users), whether or not you know about them.
Radiate may offer you the ability to purchase access to premium features and content through paid access options or the purchase of a subscription (“Subscription”). Subscriptions may be purchased through the Site (an “Individual Subscription”) or by executing an order form with Radiate that references these Terms of Service (each, an “Order Form”). [For more information on our paid features and Subscriptions please visit https://radiateinc.com/join/.] The terms of any Order Form you execute will supersede any business terms that are presented at the foregoing website that conflict with terms of the Order Form.
When you purchase a Subscription or make any other paid feature-related purchases via the Services (each, a “Transaction”), you expressly authorize us (or our third party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including, without limitation, your credit card number, the expiration date of your credit card, your billing address and additional information to verify your identity before completing your Transaction (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to store and bill you using your Payment Information, and to provide your Payment Information to third parties so we can complete your Transaction. We may also periodically authorize your payment method in anticipation of applicable fees or related charges. The foregoing payment process and schedule: (i) will apply with respect to any Order Form that provides for credit payment; and (ii) will not apply if the Order Form provides for a different payment method or schedule (in which case payment will be in accordance with such different terms set forth in the applicable Order Form).
Further, as part of our order processing procedures, we may screen orders for fraud or other undesirable activity. If we feel an order could be fraudulent, unauthorized, or illegal, we reserve the right to refuse to process that order. Your Subscription continues for the duration of the License Term to which you subscribed: (i) pursuant to an Order Form (if applicable) or (ii) through the Site, unless Your Subscription or Your access to or use of Services or the Subscriptions is terminated earlier by you or Radiate in accordance with these Terms.
When you purchase a Subscription, we (or our third party payment processor) will charge you using the Payment Information you have provided on the calendar day corresponding to the commencement of your Subscription, unless you have executed an Order Form that specifies a different payment process or schedule. If at any point any applicable sales use, VAT, GST, excise, withholding or similar taxes or levies, whether domestic or foreign, exist, You will be liable for them.
Your Subscription will be subject to any and all restrictions that are set forth in your Order Form (as applicable) or during your registration process. Your access to the Subscription will be limited to the number of Authorized Users that are set forth in Your Order Form (as applicable) or during your registration process. If no such number is designated during your registration process, your Subscription will be limited to one (1) Authorized Users. If You are an entity or an educational institution, any and all Authorized Users must be Your full-time employees or students.
You may not cancel your Subscription prior to expiration if You have entered into an Order Form with Radiate. Without limiting the foregoing, You may cancel your Individual Subscription at any time. To cancel an Individual Subscription, you can log onto your “View Membership” page and click on the “Cancel” button. You will be responsible for all Subscription fees incurred for the current Subscription period through the end of the month (or year if you purchased an annual subscription) on which you cancelled the Subscription. Thereafter, you will no longer be able to access the Subscription portion of the Services. Cancelling your Subscription won’t cancel your Account. See the “Termination and Account Cancellation” section below for information on canceling your Account.
If we believe, in our sole discretion, that any Radiate user is in breach of our Terms, or acts outside of the letter or spirit of our Terms, we reserve the right to add limitations to your access to www.Radiateinc.com, up to and including terminating all access to the Services and Content. In this case, the user in question is not eligible for any refunds on any portion of their subscription payment.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at firstname.lastname@example.org. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
Content and Content Rights
Through your use of the Services you may have access to certain Radiate curated and/or produced audio visual content (“Radiate Videos”). Radiate may also make available transcripts of the audio from the Radiate Videos (“Audio Transcripts”). For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services, including Radiate Videos and Audio Transcripts; and (ii) “User Content” means any Content that Account holders (including you) provide to be made available through the Services. For example, User Content includes the comments users post on the Services.
Content Ownership, Responsibility and Removal
Radiate does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Radiate and its licensors exclusively own all right, title and interest in and to the Services and Content (except for your User Content), including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content, including Audio Transcripts.
Rights in User Content Granted by You
By making any User Content available through Services you hereby grant to Radiate a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content to you and to other Account holders.
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Radiate on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Rights in Content Granted by Radiate
Subject to your compliance with these Terms, Radiate grants you a limited, non-exclusive, non-transferable, non-sublicensable license to do the following, and solely in connection with your permitted use of the Services and for your personal use purposes: (i) to view the Radiate Videos; and (ii) to view or copy Audio Transcripts provided you provide attribution to Radiate with any use of an Audio Transcript outside of the Services in the following form: “Transcript source Radiate, Inc.; www.radiateinc.com”. For example, if you copy an Audio Transcript and wish to post it on your website you must indicate Radiate as the source of the transcript.
Your rights with respect to the Radiate Videos and Audio Transcripts are limited to those expressly granted in these Terms. You may not otherwise, copy, display, distribute, prepare derivative works of, publish, or otherwise use any Content, including the Radiate Videos and Audio Transcripts, except as stated in this Section.
General Prohibitions and Radiate’s Enforcement Rights
You agree not to do any of the following:
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Radiate respects copyright law and expects its users to do the same. It is Radiate’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Radiate’s Copyright and IP Policy at https://radiateinc.com/copyright/, for further information.
Links to Third Party Websites or Resources
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
Termination and Account Cancellation
Radiate may not cancel your Subscription prior to expiration of the License Term if You have entered into an Order Form with Radiate. Radiate otherwise reserves the right, at its sole discretion, to discontinue or terminate the Services and to terminate these Terms, at any time and without prior notice. If you breach any of these Terms, Radiate will have the right to suspend or disable your Account or terminate these Terms and/or your Subscription, at its sole discretion and without prior notice to you. Unless you have entered into an Order Form, Radiate reserves the right to revoke your access to and use of the Services and Content at any time, with or without cause. You may cancel your Account at any time by visiting your Profile page and clicking on “Cancel”.
The Services and Content are provided “AS IS,” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
You will indemnify and hold harmless Radiate and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.
Limitation of Liability
NEITHER RADIATE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT RADIATE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL RADIATE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED (I) THE AMOUNTS YOU HAVE PAID TO RADIATE FOR USE OF THE SERVICES OR CONTENT OR (II) ONE HUNDRED DOLLARS ($100) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO RADIATE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN RADIATE AND YOU.
These Terms and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. Any legal action or proceeding arising under these Terms of Service will be brought exclusively in courts located in the Southern District of New York and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. These Terms and any Order Form (if applicable) constitute the entire and exclusive understanding and agreement between Radiate and you regarding the Services and Content, and these Terms and any Order Form (if applicable) supersede and replace any and all prior oral or written understandings or agreements between Radiate and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Radiate’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Radiate may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Radiate under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Radiate’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Radiate. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Services, please contact Radiate at Radiate, Inc., 1040 First Avenue, Suite 394, New York, NY 10022 or at email@example.com.