These Standard Terms and Conditions shall apply to any Service Agreement(s) (“the Agreement”) with Radably (the Supplier”).
The Service(s) shall mean any service that the Supplier is contracted to perform for the Client. No services will be provided or implied unless specifically set out in the Agreement. If there should be any ambiguity or discrepancy between the terms in the Agreement and the terms set out in this document, the terms in the Agreement will prevail, except where expressly stated to the contrary within these Standard Terms and Conditions of Service.1. ACCEPTANCE OF TERMS
Radably shall have the right at any time to change or modify the terms and conditions applicable to User's use of radably.com, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions, or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on radably.com, or by electronic or conventional mail, or by any other means by which User obtains notice thereof. Any use of radably.com by User after such notice shall be deemed to constitute acceptance by User of such changes, modifications, or additions.4. DESCRIPTION OF SERVICES
The Supplier shall perform the Service(s) with reasonable care and skill, in accordance with generally recognised commercial practices and standards in the industry; and all laws and regulations applicable to the Service(s)
Through its Web property, Radably provides User with access to a variety of resources, including download areas, communication forums and product information (collectively "Services"). The Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to the TOU.5. EQUIPMENT
User shall be responsible for obtaining and maintaining all telephone, computer hardware, software and other equipment needed for access to and use of radably.com and all charges related thereto.6. USER CONDUCT User shall use radably.com for lawful purposes only. User shall not post or transmit through Radably.com any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Radably’s express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a User that in Radably's discretion restricts or inhibits any other User from using or enjoying radably.com will not be permitted. User shall not use radably.com to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with Radably.
com contains copyrighted material, trademarks, and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of radably.com are copyrighted as a collective work under the United Kingdom and Territories copyright laws. Radably owns a copyright in the selection, coordination, arrangement, and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. User may download copyrighted material for User's personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication, or commercial exploitation of downloaded material will be permitted without the express permission of Radably and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading copyrighted material.
User shall not upload, post, or otherwise make available on radably.com any material protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with User. User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of radably.com, User automatically grants, or warrants that the owner of such material has expressly granted Radably the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. User also permits any other User to access, view, store or reproduce the material for that User's personal use. User hereby grants Radably the right to edit, copy, publish and distribute any material made available on radably.com by User.The foregoing provisions of Section 5 are for the benefit of Radably, its subsidiaries, affiliates and its third-party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. 7. USE OF SERVICES
The Services may contain email services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable User to communicate with others (each a "Communication Service" and collectively "Communication Services"). User agrees to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the Communication Service. By way of example, and not as a limitation, User agrees that when using the Communication Services, User will not:
- Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent, or unlawful topic, name, material, or information.
- Upload, or otherwise make available, files that contain images, photographs, software, or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright, or trademark laws (or by rights of privacy or publicity) unless User own or control the rights thereto or have received all necessary consent to do the same.
- Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
- Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.
- Advertise or offer to sell or buy any goods or services for any business purpose unless such Communication Services specifically allows such messages.
- Download any file posted by another user of a Communication Service that User know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
- Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
- Restrict or inhibit any other user from using and enjoying the Communication Services.
- Violate any code of conduct or other guidelines which may be applicable for any Communication Service.
- Harvest or otherwise collect information about others, including email addresses.
- Violate any applicable laws or regulations.
- Create a false identity for the purpose of misleading others.
- Use, download, or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof.
Radably has no obligation to monitor the Communication Services. However, Radably reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. Radably reserves the right to terminate User’s access to any or all the Communication Services at any time, without notice, for any reason whatsoever. Radably always reserves the right to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Radably's sole discretion.
Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; User is responsible for adhering to such limitations if User downloads the materials.
Always use caution when giving out any personally identifiable information in any Communication Services. Radably does not control or endorse the content, messages or information found in any Communication Services and, therefore, Radably specifically disclaims any liability regarding the Communication Services and any actions resulting from User’s participation in any Communication Services. Managers and hosts are not authorized Radably spokespersons, and their views do not necessarily reflect those of Radably.8. MEMBER ACCOUNT, PASSWORD, AND SECURITY
If any of the Services requires User to open an account, User must complete the registration process by providing Radably with current, complete, and accurate information as prompted by the applicable registration form. User also will choose a password and a username.
User is entirely responsible for maintaining the confidentiality of User’s password and account. Furthermore, User is entirely responsible for all activities that occur under User’s account.
User agrees to notify Radably immediately of any unauthorized use of User’s account or any other breach of security.
Radably will not be liable for any loss that User may incur because of someone else using User’s password or account, either with or without User’s knowledge. However, User could be held liable for losses incurred by Radably or another party due to someone else using User’s account or password.
User may not use anyone else's account at any time, without the permission of the account holder.9. NOTICE SPECIFIC TO SOFTWARE AVAILABLE ON THIS YOUR WEBSITE ADDRESS
The Software is made available for download solely for use by end users according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
Any software that is made available to download from the Services ("Software") is the copyrighted work of Radably and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). An end user will be unable to install any Software that is accompanied by or includes a License Agreement, unless he or she first agrees to the License Agreement terms.
Without limiting the foregoing, copying or reproduction of the software to any other server or location for further reproduction or redistribution is expressly prohibited, unless such reproduction or redistribution is expressly permitted by the license agreement accompanying such software. The software is warranted, if at all, only according to the terms of the license agreement. Except as warranted in the license agreement, Radably hereby disclaims all warranties and conditions with regard to the software, including all warranties and conditions of merchantability, whether express, implied or statutory, fitness for a particular purpose, title and non-infringement.
For your convenience, Radably may make available as part of the services or in its software products, tools and utilities for use and/or download. Radably does not make any assurances with regard to the accuracy of the results or output that derives from such use of any such tools and utilities. Please respect the intellectual property rights of others when using the tools and utilities made available on the services.10. NOTICE SPECIFIC TO DOCUMENTS AVAILABLE ON THIS YOUR WEBSITE ADDRESS
Permission to use Documents (such as white papers, press releases, datasheets and FAQs) from the Services is granted, provided that
(1) A copyright notice appears in all copies and that both the copyright notice and this permission notice appear,
(2) use of such Documents from the Services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and
(3) no modifications of any Documents are made.
Accredited educational institutions, such as universities, private/public colleges, and state community colleges, may download and reproduce the Documents for distribution in the classroom. Distribution outside the classroom requires express written permission. Use for any other purpose is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
Radably and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published as part of the services for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Radably and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all warranties and conditions of merchantability, whether express, implied or statutory, fitness for a particular purpose, title and non-infringement. In no event shall Radably and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from the services.
The documents and related graphics published on the services could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Radably and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.11. NOTICES REGARDING SOFTWARE, DOCUMENTS AND SERVICES AVAILABLE ON THIS SITE
In no event shall Radably and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of software, documents, provision of or failure to provide services, or information available from the services.12. MATERIALS PROVIDED TO [YOUR COMPANY NAME] OR POSTED AT ANY OF ITS YOUR WEBSITE ADDRESSS
Radably does not claim ownership of the materials User provide to Radably (including feedback and suggestions) or post, upload, input or submit to any Services or its associated services for review by the public, or by the members of any public or private community, (each a "Submission" and collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting ("Posting") User’s Submission User is granting Radably, its affiliated companies and necessary sublicensees permission to use User’s Submission in connection with the operation of their Internet businesses (including, without limitation, all Radably Services), including, without limitation, the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat User’s Submission; to publish User’s name in connection with User’s Submission; and the right to sublicense such rights to any supplier of the Services.
In addition to the warranty and representation set forth above, by Posting a Submission that contain images, photographs, pictures or that are otherwise graphical in whole or in part ("Images"), User warrant and represent that
By Posting Images, User is granting
(a) to all members of User’s private community (for each such Images available to members of such private community), and/or
The licenses granted in the preceding sentences for an Images will terminate at the time User completely remove such Images from the Services, provided that, such termination shall not affect any licenses granted in connection with such Images prior to the time User completely remove such Images. No compensation will be paid with respect to the use of User’s Images.13. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY User expressly agrees that use of Radably.com is at user's sole risk. Neither Radably, its affiliates nor any of their respective employees, agents, third party content providers or licensors warrant that radably.com will be uninterrupted or error free; nor do they make any warranty as to the results that may be obtained from use of radably.com, or as to the accuracy, reliability or content of any information, service, or merchandise provided through radably.com.
Radably is provided on an "as is" basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this agreement.
- This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behaviour, negligence, or under any other cause of action. User specifically acknowledges that Radably is not liable for the defamatory, offensive, or illegal conduct of other users or third parties and that the risk of injury from the foregoing rests entirely with user.
- Force majeure – neither party will be responsible for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, acts of god, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, service outages resulting from equipment and/or software failure and/or telecommunications failures, power failures, network failures, failures of third party service providers (including providers of internet services and telecommunications). The party affected by any such event shall notify the other party within a maximum of fifteen (15) days from its occurrence. The performance of this agreement shall then be suspended for as long as any such event shall prevent the affected party from performing its obligations under this agreement.
Radably is a distributor (and not a publisher) of content supplied by third parties and Users. Accordingly, Radably has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, Users, or any other user of radably.com, are those of the respective author(s) or distributor(s) and not of Radably. Neither Radably nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose.
The links to third party sites will let you leave Radably's site. The linked sites are not under the control of Radably and Radably is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Radably is not responsible for web casting or any other form of transmission received from any linked site. Radably is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Radably of the site.
In many instances, the content available through Radably.com represents the opinions and judgments of the respective information provider, User, or other user not under contract with Radably. Radably neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on radably.com by anyone other than authorized Radably employee spokespersons while acting in their official capacities. Under no circumstances will Radably be liable for any loss or damage caused by a User's reliance on information obtained through Radably.com. It is the responsibility of User to evaluate the accuracy, completeness or usefulness of any information, opinion, advice, or other content available through Radably. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice, or other content.15. UNSOLICITED IDEA SUBMISSION POLICY
Radably or any of its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. Please do not send any original creative artwork, samples, demos, or other works. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Radably's products or marketing strategies might seem similar to ideas submitted to Radably. So, please do not send your unsolicited ideas to Radably or anyone at Radably. If, despite our request that you not send us your ideas and materials, you still send them, please understand that Radably makes no assurances that your ideas and materials will be treated as confidential or proprietary.16. MONITORING
Radably shall have the right, but not the obligation, to monitor the content of Radably.com, including chat rooms and forums, to determine compliance with this Agreement and any operating rules established by Radably and to satisfy any law, regulation, or authorized government request. Radably shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on radably.com. Without limiting the foregoing, Radably shall have the right to remove any material that Radably, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.17. INDEMNIFICATION
User agrees to defend, indemnify, and hold harmless Radably, its affiliates and their respective directors, officers, employees, and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of Radably by User or User's Account.18. TERMINATION
Either Radably or User may terminate this Agreement at any time. Without limiting the foregoing, Radably shall have the right to immediately terminate User's Account in the event of any conduct by User which Radably, in its sole discretion, considers to be unacceptable, or in the event of any breach by User of this Agreement.19. MISCELLANEOUS
This Agreement and any operating rules for Radably established by Radably constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the Radably, United Kingdom and Territories, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.20. COPYRIGHT NOTICE
Radably its logos are trademarks of Radably, all rights reserved. All other trademarks appearing on Radably are the property of their respective owners.21. TRADEMARKS
The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example companies, organizations, products, domain names, email addresses, logos, people, and events depicted herein are fictitious. No association with any real company, organization, product, domain name, email address, logo, person, or event is intended or should be inferred.
Any rights not expressly granted herein are reserved.