These Terms of Service ("Terms") govern your access to and use of the Radiqx Ledger platform, RDX Planning, ChatRDX, and any related services, APIs, or documentation (collectively, the "Services") provided by Radiqx ("Radiqx", "we", "our", or "us").
By accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms, and references to "you" include that organization.
Subject to these Terms and timely payment of all applicable fees, Radiqx grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the subscription term solely for the Customer's internal business operations.
Access to the Services is licensed on a per-user, per-seat basis as specified in the applicable Order Form. Each User must have a uniquely assigned seat. Sharing of login credentials or seats among multiple individuals is not permitted.
Customer shall not, and shall not permit any User or third party to:
Subscriptions are annual and begin on the date specified in the Order Form. Unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, the subscription will automatically renew for successive one-year terms at the then-current rates, subject to any applicable loyalty discounts.
Customer agrees to pay all fees specified in the applicable Order Form. Fees are due annually in advance and are non-refundable except as expressly set forth in these Terms. Radiqx reserves the right to modify fees upon written notice at least sixty (60) days prior to the start of a renewal term.
Loyalty discounts and rate lock provisions are governed by the terms of the applicable Order Form and the published pricing schedule in effect at the time of the Customer's initial subscription. Rate lock provisions are subject to seat count adjustment clauses as specified in the Order Form.
Fees do not include taxes. Customer is responsible for all applicable sales, use, value-added, and similar taxes, excluding taxes on Radiqx's net income.
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Radiqx claims no ownership rights in Customer Data.
Customer grants Radiqx a limited, non-exclusive license to access, store, and process Customer Data solely as necessary to provide the Services, fulfill obligations under these Terms, and as directed by Customer.
Customer is solely responsible for the accuracy, quality, integrity, and legality of Customer Data, and for ensuring that Customer has all rights necessary to submit Customer Data to the Services. Radiqx is not responsible for any errors or issues arising from Customer-provided data.
Upon termination or expiration of the subscription, Radiqx will make Customer Data available for export for a period of thirty (30) days, after which Radiqx may delete Customer Data in accordance with its data retention policies.
Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose such information to any third party without prior written consent, except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.
Radiqx will use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, excluding scheduled maintenance windows, which Radiqx will endeavor to schedule during off-peak hours with reasonable advance notice.
Radiqx will provide standard support to all Customers during the subscription term. Customers on plans with Priority SLA entitlements will receive support as specified in the applicable Order Form.
Radiqx reserves the right to modify, update, or discontinue features of the Services with reasonable notice. Radiqx will not materially reduce the core functionality of the Services during a paid subscription term.
The Services, including all software, algorithms, interfaces, documentation, and related materials, are and remain the exclusive property of Radiqx and its licensors. These Terms do not transfer any ownership interest in the Services to Customer. All rights not expressly granted herein are reserved by Radiqx.
Customer grants Radiqx the right to use Customer's name and logo solely to identify Customer as a customer of Radiqx in marketing and promotional materials, unless Customer provides written notice requesting otherwise.
Radiqx warrants that: (a) it has the authority to enter into these Terms; (b) the Services will perform materially in accordance with the Documentation; and (c) Radiqx will implement and maintain appropriate technical and organizational measures to protect Customer Data.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. RADIQX DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
RADIQX'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO RADIQX IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice specifying the breach.
Upon termination or expiration, the license granted hereunder will immediately terminate, and Customer must cease all use of the Services. Sections covering Confidentiality, Intellectual Property, Limitation of Liability, and Governing Law survive termination.
These Terms are governed by the laws of the State of Michigan, United States, without regard to conflict of law principles. Any disputes arising under these Terms shall be resolved exclusively in the state or federal courts located in Michigan, and each party consents to personal jurisdiction in such courts.
These Terms, together with the applicable Order Form and any incorporated policies, constitute the entire agreement between the parties with respect to the Services and supersede all prior agreements and understandings. If any provision is found unenforceable, the remaining provisions remain in full force. Radiqx may update these Terms from time to time and will provide reasonable notice of material changes. Continued use of the Services following notice of changes constitutes acceptance of the updated Terms.
For questions regarding these Terms of Service, please contact:
Radiqx · legal@radiqxledger.com
info.radiqxledger.com · Radiqx Ledger Platform