General Use of this Site and the Services

These Terms of Use (“Terms”) set forth the terms and conditions under which Radion, Inc (“Orderful”, “we”, or “us”) allows the access to and use of the website located at www.radion.com (together with all associated websites linked to such website by Orderful, this “Site”) and the services offered on or available through this Site (the “Services”). Some Services are subject to additional terms and conditions. To the extent that any provision of those additional terms and conditions conflicts with these Terms, those additional terms and conditions shall prevail.

Orderful reserves the right to amend, update, add or remove provisions of these Terms from time to time by posting the revised Terms to this Site, along with a notice of the effective date of the revised Terms. By using this Site after Orderful has updated these Terms, you are agreeing to all of the updated Terms.

IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE THIS SITE OR THE SERVICES. YOUR USE OF THIS SITE AND THE SERVICES INDICATES YOUR ACCEPTANCE OF THESE TERMS.

Your Data

As between us and you, you retain all right, title and interest (including any intellectual property rights) in and to all data and content with you make available to us in connection with your use of this Site and the Services or post, submit, or display using the Site and the Services (the “Customer Data”). You hereby grant us a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Customer Data solely to the extent necessary to provide the Services to you and as set out in this section. You are not responsible for our use of Customer Data.

In addition, you hereby irrevocably represent and warrant to us that (i) you have all necessary power, authority, right, title and/or licenses to grant to us the foregoing right and license and (ii) the posting, submission and display by you of Customer Data on the Site or the Services, and the exercise by us of the foregoing license does not and will not (1) violate any applicable law or government regulation or (2) infringe any right of publicity or invades the privacy of others, or any intellectual property right of any third party, (iii) none of the Customer Data (1) will constitute obscene, pornographic, indecent, profane or otherwise objectionable material, (2) are discriminatory, hateful or bigoted toward, or abusive of, any group or individual, or (3) are libelous or defamatory.

You agree that we will have the right to use Customer Data to create aggregated data (e.g. with other customers) and statistics (“Aggregate Data”), and we may, during and after the term hereof, use and disclose such Aggregate Data in our sole discretion so long as any disclosed Aggregate Data does not identify you or any individual.

The Site and the Services include functionality that permits you to post, submit or display Customer Data in a manner that is intended to be viewed by other users of the Site and the Services. You agree that we will have the right to share such Customer Data with other users of the Site and the Services.

If you are submitting Customer Data, you are solely responsible for the protection and the integrity of such transmissions and the data contained therein, and shall provide all documents and data in a format as specified by us. The content of Customer Data shall be your sole responsibility. We agree to operate this Site and our Services in a manner that provides commercially reasonable information security for Customer Data, using commercially reasonable data backup, security, and recovery protections. We are not responsible for unauthorized access to Customer Data or the unauthorized use of the Services unless such access is due to our gross negligence or willful misconduct.

Confidentiality

1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.


2. Customer owns all right, title and interest (including any intellectual property rights) in and to all data and content the Customer may post, submit or display using the Company’s website or otherwise makes available to the Company in connection with the Services or (the “Customer Data”). Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Connection Services or support, and (c) all intellectual property rights related to any of the foregoing.


3. Customer hereby grants to the Company a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Customer Data to the extent necessary to provide the Services and as set out in this Section 3.3. Notwithstanding anything to the contrary contained herein and during and after the term hereof, the Company, in its sole and absolute discretion, may (i) collect and analyze data and other information in connection with and relating to Customer’s use and the provision and performance of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom) for the purpose of (1) improving or enhancing the Services and other present and future Company products and services and other development, diagnostic and corrective purposes related thereto and (2) creating aggregated customer data and other statistics (“Aggregate Data”) and (ii) disclose such Aggregate Data; provided, however, that in no event will Aggregate Data so disclosed identify the Customer or any other customer or individual. No rights or licenses are granted except as expressly set forth herein.


4. Customer hereby irrevocably represents and warrants that (i) it has all necessary power, authority, right, title and/or licenses to (1) grant to Company the foregoing right and license with respect to the Customer Data and (2) to post, submit and/or display on or through the Company’s website Customer Data and (ii) such granting of the foregoing license and posting, submission and display of Customer Data does not and will not (1) violate any applicable law or government regulation or (2) infringe any right of publicity or invades the privacy of others, or any intellectual property right of any third party and (iii) none of the Customer Data (1) will constitute obscene, pornographic, indecent, profane or otherwise objectionable material, (2) are discriminatory, hateful or bigoted toward, or abusive of, any group or individual or (3) are libelous or defamatory.


5. Customer shall provide the Customer Data and other documents and data in a format specified by the Company, and is solely responsible for (i) the protection and the integrity of transmissions of Customer Data submitted to the Company in connection with the Services and the data contained therein and (ii) the content of Customer Data. The Company shall operate its website and provide the Services in a manner that provides commercially reasonable information security for Customer Data, including commercially reasonable data backup, security, and recovery protections. The Company is not responsible for unauthorized access to Customer Data or the unauthorized use of the Services unless such access is due to the gross negligence or willful misconduct of the Company.


6. The Company maintains a data privacy policy in relation to the European Union’s General Data Protection Regulation. Under European data protection law, the controller of Customer Data is the Company and in no event will Customer be responsible for the Company’s use of Customer Data.