Welcome to radiusagent.com and its subdomains; including the websites of Radius Agent LLC, LoanDesk LLC (the “Websites”) and the mobile applications Radius and Radius Office (the “Apps” and together with the Websites, the “Sites”).   These Terms of Use (“Terms of Use” or “Terms”) constitute a legally binding agreement between you and Agentdesks Incorporated DBA Radius, Radius Agent and LoanDesk. (the “Company”) and/or its subsidiaries, Radius Agent LLC and LoanDesk LLC (the “Subsidiaries,” and together with the Company, “ADI”). As used in these Terms, ADI is referred to as “ADI,” “us”, “we”, or “our,” and “you” and “your” refer to you as an individual.  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 also refer to that company or other legal entity.

Please read these Terms and our Privacy Policy (found at radiusagent.com/privacy-policy) carefully because they govern the use of our Sites, including (without limitation) any subdomains of the Sites, and the services made available through the Sites, which also includes (without limitation) the software, applications, tools, materials, and information contained or available for download on the Sites (collectively, the “Services”). ADI’s real estate brokerage services and mortgage series are independently governed by the contract(s) that are executed by you and ADI.

1. Agreement to Terms of Use

By using the Sites and/or Services, you are entering into a legally binding agreement with us. If you do not agree to these Terms, you may not use the Sites and/or Services. 

IMPORTANT NOTICE REGARDING ARBITRATION:  WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER WHICH MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. PLEASE REVIEW CAREFULLY SECTION 22 ENTITLED “ARBITRATION; CLASS ACTION WA

2. Changes to the Terms of Use or Services

We may update the Terms at any time, at our sole discretion. If we do so, we’ll let you know either by posting the updated Terms on the Sites or through other communications. It’s important that you review the Terms whenever we update them or you use the Sites and/or Services. If you continue to use the Sites and/or Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you may not use the Sites and/or 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.

3. Privacy Policy

Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Sites and/or Services is subject to our Privacy Policy.  Our privacy policy can be found at radiusagent.com/privacy-policy.

4. Nature and Scope of the Services We Provide

(a)The Sites and/or Services provide real estate agents and other real estate professionals (each, a “Professional” and collectively, “Professionals”) various functionalities to assist Professionals with the listing, financing, advertisement, sale and purchase of real estate properties. These functionalities may include the ability for Professionals to store, manage and share real estate transaction documents through our online platform, connect with third-party service providers (“3rd Party Providers”) to perform peripheral services such as risk management, professional photography, brochure printing and home staging that Professionals may require during the real estate transaction process (“3rd Party Services”), and a variety of other real estate brokerage services.

(b) As the provider of the Sites and Services, ADI does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any 3rd Party Services.  3rd Party Providers alone are responsible for their 3rd Party Services, and ADI does not endorse or otherwise verify the reliability of 3rd Party Providers or 3rd Party Services.  ADI is not affiliated in any way with 3rd Party Providers, and when you make or accept an engagement with an 3rd Party Provider, you agree that ADI is not and does not become a party or participant in any contractual relationship between you and such 3rd Party Provider encountered through our Sites and Services. ADI has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any 3rd Party Services, (ii) the truth or accuracy of the descriptions, ratings or reviews of any 3rd Party Services, or (iii) the performance or conduct of any 3rd Party Providers. You agree that you use any 3rd Party Services available through the Sites and/or Services at your own risk and that ADI has no, and disclaims all, liability with respect to 3rd Party Service Providers.

5. Eligibility and Location of Services

Eligibility. You may use the Sites and/or Services only if you are a resident of or domiciled in the United States or any US territory, 18 years or older and capable of forming a binding contract with us and are not barred from using the Sites and/or Services under applicable law. You represent and warrant that, when you register with the Services as a Professional, you are a licensed real estate salesperson or broker, or otherwise authorized to act in such a capacity in the jurisdiction in which you intend to market and offer your services.

Location of Services. The Services are only offered in areas where we are licensed to transact business and otherwise authorized to offer and provide the Services under applicable law.

6. Account Registration

To use the Services, you may register or create a user account (your “Account”) by providing all required data or information in a complete and truthful manner. You may also use the Services without registering or creating an Account; however, this may cause limited availability of certain features or functions. By creating an Account or otherwise entering your email and telephone contact information on any form on the Sites you expressly consent to receive marketing communications about our Services at the email address and telephone number provided, which communications we may deliver via email, phone, and text messages, including using an automatic telephone dialing system and/or an artificial or prerecorded voice. You also certify that the provided number is your actual cell phone number and not that of anyone else. Your consent is not a condition of making any purchase or entering into a real estate transaction and you may revoke it at any time by replying “STOP” to any of our texts, unsubscribing from email communications using the unsubscribe link provided therein, or by emailing support@radiusagent.com. Standard message and data rates may apply.

You are responsible for any activity that occurs on your Account, regardless of whether such use was authorized by you. You must keep your login credentials confidential and safe from unauthorized use or disclosure.  By registering for an Account, you agree to be fully responsible for all activities that occur under your username and password, whether or not you know about them. You understand you are prohibited from sharing your username and password with anyone, including other members of your household.  You are required to immediately inform us of any suspicious or unauthorized use of your Account, or if you have reason to believe your Account credentials have been lost or stolen.  You may do so by emailing us at support@radiusagent.com.

It’s important that you provide us with accurate, complete and up-to-date information for your Account. You agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account.

7. Feedback

We welcome feedback, comments and suggestions for improvements to the Sites and/or Services (“Feedback”). You can submit Feedback by emailing us at support@radiusagent.com. To the extent that you submit Feedback, you grant us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully paid, royalty-free license, with the right to sublicense, 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, without any obligation or payment to you.

8. Content

For purposes of these Terms: (i) “Content” means text, graphics, images, music, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Sites and/or Services; and (ii) “User Content” means any Content that Account holders (including you) provide to us through the Sites and/or Services. Content includes without limitation User Content.  

ADI 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, ADI (and/or any third parties from whom ADI licenses Content) exclusively owns all right, title and interest in and to the Sites, Services and Content, including all associated intellectual property rights. You acknowledge that the Sites, 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 Sites, Services or Content.

1. Rights in User Content Granted by You. By making any User Content available through the Sites and/or Services, you hereby grant us a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services to you.

   
   

2. Responsibility for User Content. 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; and that your User Content is true and accurate, to the best of your knowledge. You further represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Sites and/or Services, nor any use of your User Content by us on or through the Sites and/or 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.

   
   

3. Removal of User Content. You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Sites and/or Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

   
   

4. Rights in Content Granted by ADI. Subject to your compliance with these Terms, ADI grants to you a limited, nonexclusive, non-transferable license, with no right to sublicense, to access and view the Content solely in connection with your permitted use of the Sites and/or Services.

9. Access to the Sites and Services; Prohibited Activities

Subject to your compliance with these Terms, ADI grants you a personal, non-exclusive, non-transferable, revocable, limited license to access and use the Sites and/or Services solely in accordance with these Terms. We do not guarantee that the Sites and/or Services will be available at all times, in all locations, or at any given time or that we will continue to offer any particular feature or functionality for any particular length of time. We do not guarantee that the Sites and/or Services can be accessed on all devices, by means of a specific Internet or connection provider, or in all geographic locations.  Without our express prior written consent, you agree that you shall not, and shall not allow any third party to:

1. license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Sites and/or Services, in whole or in part, or any Content displayed on the Sites and/or Services;
   
   

2. modify, make derivative works of (except as expressly set forth herein), disassemble, reverse compile, decompile, reverse engineer or otherwise attempt to discover the source code, object code or underlying structure, ideas, knowhow or algorithms related to any part of the Sites and/or Services;
   
   

3. access the Sites and/or Services for any competitive purpose, including in order to build a similar or competitive website, product, or service; and
   
   

4. copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means any part of the Sites and/or Services. Unless otherwise indicated herein, your use of any future release, update, or other addition to the functionality of the Sites and/or Services shall also be subject to these Terms. Except as expressly set forth in these Terms or in a writing signed by you and us, you acknowledge and agree that ADI has no and will have no obligation to provide you with any support or maintenance in connection with the Services. We reserve the right, at any time, to modify, suspend, or discontinue the Sites and/or Services (in whole or in part) with or without notice to you. You agree that ADI will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Sites and/or Services or any part thereof.
   
   

5. use the Sites and/or Services to upload or distribute any Trojan horses, worms, bots, spiders, scrapers, or other malicious software, program, script, algorithm, or similar process.
   
   

6. use the Sites and/or Services to send unsolicited bulk or commercial email (“spam”), junk mail, or other solicitous communications, or taking any action that imposes an unreasonable or disproportionately large load on the Sites’ servers.
   
   

7. use the Sites, Services, and/or Content for any unlawful, obscene, defamatory, threatening, harassing, abusive, or otherwise objectionable purpose, as determined in our sole discretion.
   
   

8. post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
   
   

9. use, display, mirror or frame the Services or any individual element within the Services, ADI’s name, any ADI trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page.
   
   

10. access, tamper with, or use non-public areas of the Services, ADI’s computer systems, or the technical delivery systems of any 3rd Party Providers.
    
    

11. attempt to probe, scan or test the vulnerability of any ADI system or network or breach any security or authentication measures.
    
    

12. avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by ADI, any 3rd Party Provider or any other third party (including another user) to protect the Sites, Services and/or Content.
    
    

13. attempt to access or search the Sites, Services and/or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by ADI or other generally available third-party web browsers.
    
    

14. use any meta tags or other hidden text or metadata utilizing aTrademark, logo URL or product name without ADI’s express written consent.
    
    

15. use the Sites, Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms.
    
    

16. forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Sites, Services or Content to send altered, deceptive or false source-identifying information.
    
    

17. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Sites, Services or Content.
    
    

18. interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services.
    
    

19. collect or store any personally identifiable information from the Services from other users of the Services without their express permission.
    
    

20. impersonate or misrepresent your affiliation with any person or entity.

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 Sites and offering 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.

10. Rights and Terms of Use for Apps

1. Rights in the App.  Subject to your compliance with these Terms, ADI grants to you a limited nonexclusive, non-transferable license, with no right to sublicense, to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. We reserve all rights in and to the App not expressly granted to you under these Terms.
   
   

2. Accessing the App.  The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Distributor”). You acknowledge and agree that:
   
   

   1. These Terms are concluded between you and ADI, and not with the App Distributor, and ADI (not the App Distributor) is solely responsible for the App.
      
      

   2. The App Distributor has no obligation to furnish any maintenance and support services with respect to the App.
      
      

   3. In the event of any failure of the App to conform to any applicable warranty, you may notify the App Distributor, and the App Distributor will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of ADI.
      
      

   4. The App Distributor is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
      
      

   5. In the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, ADI will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
      
      

   6. The App Distributor, and its subsidiaries, are third-party beneficiaries of these Terms as related to your license to the App, and that, upon your acceptance of the Terms, the App Distributor will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.
      
      

   7. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
      
      

   8. You must also comply with all applicable third party terms of service when using the App.

   
   

11. Artificial Intelligence

As part of our Services, we may offer, or continue to offer, access to an artificial intelligence assistant, including without limitation our Machine Educated Learning assistant MEL (each, an “Assistant” and collectively, “Assistants”). MEL and other artificial intelligence services offered by us use artificial intelligence software (“AI”) developed by OpenAI and other third parties to generate Content. The Content generated through use of our AI may be used for informational purposes only.  

By using the Sites and/or Services, you understand and agree that the Content generated by AI may contain errors or inaccuracies, and should not be relied upon as a substitute for professional advice.  While ADI believes the AI generated by its Assistants provides valuable insights and can create compelling narratives, including without limitation blogs, articles, responses, and posts, such Content may not be 100% accurate, up-to-date, or applicable to all situations. If you find any Content that is offensive or discriminatory, please report it to us at support@radiusagent.com.

In no event will ADI be liable for any damages, including, without limitation, direct, indirect, incidental, special, consequential, or punitive damages, whether under a contract, tort or any other theory of liability, arising in connection with any party's use of the Assistants or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, line system failure, loss of data, or loss of use related to the Assistants or any application operated by any third party or any Content generated by the Assistants or any other third party application, even if ADI is aware of the possibility of such damages.

If you are authorized to use the Assistants offered on the Sites or through the Services, you are granted limited license to access and use the Content and to download or print a copy of any portion of the Content solely for personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. You may provide input to the Assistants (“User Input”), and receive output from the Assistants based on the User Input (“User Output”). User Input and User Output are User Content. You are solely responsible for User Content, including ensuring that it does not violate any applicable law. You represent and warrant that you have all rights, licenses, and permissions needed to provide the User Input.

As between you and ADI, and to the extent permitted by applicable law, you (a) retain your ownership rights in User Input and (b) own the User Output. ADI hereby assigns to you all its right, title, and interest, if any, in and to User Output, provided that ADI may use User Content to provide, maintain, develop, and improve its services, comply with applicable law, enforce its terms and policies, and keep the services safe. 

Except for your own User Content, you may not upload or republish the Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Content is strictly prohibited. Such license does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods.

ADI reserves the right to revoke these permissions at any time without reasonable notice, and for any reason, should it find that your use harms any of its legal rights or causes damage in any way.

12. Intellectual Property Rights

All title, interest, and intellectual property rights, including without limitation all copyrights, trademark rights, patent rights, trade secrets, right of publicity, and design rights, related to the Sites, the Content and/or the Services and all data, software, programs, source code, algorithms, processes, documentation, and functionality contained within the Sites and/or Services, in all translations, media, and formats, are the exclusive property of ADI or its licensors and are subject to the protection granted by applicable laws or international treaties relating to intellectual property. The Sites, Content, and/or Services cannot be copied, reproduced, altered, or modified without the express written consent of ADI.

You acknowledge you only receive a license to use the Sites, Content, and Services and do not acquire any interest in, and shall not claim any right to, the Sites, Content, or Services.

The names, logo, and other marks, trade names, service marks, taglines, or logos (collectively, the “Trademarks”) appearing in connection with the Sites and/or the Services are, and remain, the exclusive property of ADI or its licensors and are subject to the protection granted by applicable laws or international treaties related to intellectual property. Without our express written consent, you are prohibited from using the Trademarks to advertise your services, suggest ADI endorses or guarantees you or your business, or for any other purpose.

13. Termination by You

You can stop using the Sites and Services at any time. If you wish to terminate your Account, contact us at [support@radiusagent.com].

14. Termination by Us

ADI reserves the right, at its sole discretion, to disable, suspend, or terminate your access to and use of the Sites and Services, and your Account, if applicable, at any time and without notice or liability, if ADI determines you are in violation of these Terms or applicable law.  Upon termination of your access to the Sites and Services, you are prohibited from using any Content or other materials from the Sites or Services, including, but not limited to any copies, documents, or other downloads stored on your computer or device. The suspension or deletion of your Account due to your violation of these Terms or applicable law does not exempt you from paying any applicable fees or costs already incurred. We may disclose information we have about you or your use of the Sites and/or Service to the proper authorities if: (a) you have breached these Terms, (b) you are in violation of applicable law, (c) necessary for any investigation or complaint about your use of the Sites or Services, or (d) if we determine it is necessary to protect the property or rights of ADI or users of the Sites or Services.

15. Survival of Provisions

All sections of these Terms which by their nature should survive any termination, discontinuation or cancellation of the Services or your Account will survive, including the following sections: Section 7 (Feedback), Section 8 (Content), Section 10 (Rights and Terms of Use for Apps), Section 12 (Intellectual Property Rights), Section 17 (Disclaimer of Warranties), Section 18 (Limitation of Liability), Section 19 (Indemnification), Section 20 (No Professional Advice),  Section 21 (Governing Law and Forum Selection), Section 22 (Arbitration; Class Action Waiver; Small Claims Court), and Section 23 (General Provisions).

16. Service Interruption and Changes

We reserve the right to interrupt the availability of the Sites or Services for maintenance, system updates, or any other changes. In addition, ADI may alter, remove, suspend, disable, or terminate the Sites or Services, or portions of the Sites or Services, their Content, products, or other materials at any time without notice or obligation to you.

Additionally, the Sites or Service may be unavailable due to reasons outside our reasonable control, such as “force majeure” events, including, but not limited to, labor actions, infrastructural breakdowns, blackouts, power failures, or telecommunication line failures.

17. Disclaimer of Warranties

THE SITES, SERVICES, AND CONTENT ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SITES AND SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADI EXPRESSLY DISCLAIMS ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES — WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF ACCURACY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. ADI DISCLAIMS ANY WARRANTIES THAT THE SITES, CONTENT OR SERVICES WILL BE ACCURATE, CURRENT, COMPLETE, OR ERROR FREE, OR THAT TRANSMISSION TO OR FROM THE SITES WILL BE UNINTERRUPTED. 

WITHOUT LIMITING THE FOREGOING, ADI, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, OFFICERS, DIRECTORS, AGENTS, MANAGERS, MEMBERS, PARTNERS, SUPPLIERS, AND EMPLOYEES DO NOT WARRANT THAT (A) THE CONTENT IS ACCURATE, RELIABLE, CURRENT, COMPLETE, OR CORRECT; (B) THE SERVICES WILL MEET YOUR REQUIREMENTS; (C) THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; (D) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (E) THE SERVICES WILL OPERATE ON A PARTICULAR HARDWARE OR SOFTWARE CONFIGURATION; OR (F) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES AND/OR SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR USE OF THE SERVICE.

ADI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE SITES AND/OR SERVICES OR ANY HYPERLINKED SITE OR SERVICE, AND ADI SHALL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.  

FEDERAL LAW, SOME STATES, AND OTHER JURISDICTIONS, DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES. THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

18. Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ADI, AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, LICENSORS, AGENTS, MANAGERS, MEMBERS, PARTNERS, SUPPLIERS, AND EMPLOYEES BE LIABLE FOR: (A) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF SUBSTITUTE SERVICE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE; (B) THE ACTIONS OR OMISSIONS OF ANY THIRD-PARTY, INCLUDING WITHOUT LIMITATION ANY SERVICE PROVIDER OR USER; (C) ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (D) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ACCESS TO OR USE OF THE SERVICE; (E) ANY DELAY, INTERRUPTION, OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (F) ANY BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR HARMFUL CODE OR PROCESS THAT MAY BE TRANSMITTED TO OR THROUGH THE SITES AND/OR  SERVICES; OR (G) ANY USER CONTENT.

IN NO EVENT SHALL ADI AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, LICENSORS, AGENTS, MANAGERS, MEMBERS, PARTNERS, SUPPLIERS AND EMPLOYEES BE LIABLE FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT PAID BY YOU TO ADI HEREUNDER IN THE PRECEDING TWELVE (12) MONTHS, OR THE PERIOD OF DURATION OF THESE TERMS BETWEEN ADI AND YOU, WHICHEVER IS SHORTER. THIS LIMITATION OF LIABILITY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ADI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES; THEREFORE, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

19. Indemnification

You agree to defend, indemnify, and hold ADI and its subsidiaries, affiliates, officers, directors, shareholders, licensors, agents, managers, members, partners, suppliers and employees harmless from and against any and all claims or demands, damages, obligations, losses, liabilities, costs, and expenses, including, but not limited to, legal fees and expenses, arising from or related to: (a) your use of the Sites, Content, Services and/or 3rd Party Services; (b) your violation of these Terms, including, but not limited to, your breach of any of the representations and warranties set forth in these Terms; (c) your violation of any third-party rights, including, but not limited to, any right of privacy or intellectual property rights; (d) your violation of any statutory law, rule, or regulation; (e) your User Content or Account information, including, but not limited to, misleading, false, inaccurate, or infringing information; (f) your willful misconduct; or (g) unauthorized access to the Sites or Services that results from sharing or disclosing your username and password.

20. No Professional Advice

The Sites, Content and Services are provided for information purposes only and do not constitute legal, accounting, tax, employment, real estate, or other professional advice. You should engage the services of qualified professionals prior to making any decisions based on the Sites, Content or Services.

21. Governing Law and Forum Selection

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 22 ”Arbitration; Class Action Waiver; Small Claims Court,” the exclusive jurisdiction for all disputes that you and ADI are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and ADI each waive any objection to jurisdiction and venue in such courts.

22. Arbitration; Class Action Waiver; Small Claims Court

YOU AGREE THAT ALL DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN YOU AND ADI ARISING OUT OF OR RELATING TO THESE TERMS OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, YOUR USE OF THE SITES, CONTENT AND/OR SERVICES, YOUR RIGHTS OF PRIVACY, OR OUR RELATIONSHIP WILL BE RESOLVED BY BINDING ARBITRATION. Arbitration shall be conducted by the American Arbitration Association (AAA) in conjunction with its Consumer Arbitration Rules. You hereby expressly and knowingly waive your right to file a lawsuit in court or have a trial by jury. Arbitration shall be conducted in San Francisco County, California by a single arbitrator. Any cause of action you may have under these Terms must be commenced within one (1) year after the claim or cause of action arises. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. Each of us shall be responsible for the costs of our own legal counsel at the arbitration.

Either you or ADI may start arbitration at any time. You and ADI agree to first send a notice of the dispute, to ADI at the address set forth below, or to you at your address on file with ADI, by certified mail or reputable courier. The notice must include the party’s contact information and the details of the dispute. We will attempt to resolve the dispute in good faith without the need for arbitration. If we are unable to resolve the dispute within thirty (30) days of receipt of the notice, either of us may start arbitration by filing a case with the AAA.

Nothing in this section shall limit ADI’s right to seek alternative remedies, including without limitation, injunctive relief in a court of law.

Class Action Waiver

By accessing and using the Sites and/or Services, you agree any claims you bring against ADI will be conducted only on an individual basis and not as part of a class, consolidated, or representative action. You hereby waive your right to participate in a class-action lawsuit or class-wide arbitration for any claims covered by this agreement to arbitrate.  If a court rules that this class action waiver is void or unenforceable for any reason, or that an arbitration can proceed as a class action, then the arbitration provision set forth above shall be deemed null and void in its entirety and the dispute shall be brought in the federal or state courts in San Francisco County, California.

YOU UNDERSTAND THAT IN THE ABSENCE OF THIS SECTION, YOU WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE A PARTY TO A CLASS OR REPRESENTATIVE ACTION. YOU EXPRESSLY AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY, THROUGH ARBITRATION.

Small Claims Court

This agreement to arbitrate does not preclude you from resolving any disputes that meet the jurisdictional requirements for small claims court in such court.

23. General Provisions

1. No Waiver; Assignment.  ADI’s failure to assert any right or provision under these Terms shall not constitute a waiver of any such right or provision. ADI reserves the right to transfer, assign, dispose of by novation, or subcontract any or all rights or obligations under these Terms without prior notice to you. You may not assign or transfer your rights or obligations under these Terms in any way, without the written permission of ADI. Nothing in these Terms creates a joint venture, partnership, employment, beneficiary, or agency relationship between you and ADI.

2. Severability.  Should any provision of these Terms be deemed or become invalid or unenforceable under applicable law, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

3. No Modification; Enforcement.  These Terms may only be modified by ADI in writing. These Terms, the ADI Privacy Policy, and any other ADI policy constitute the entire Agreement between you and ADI with respect to the subject matter hereof. These Terms will be enforced to the fullest extent permitted by law.

4. Headings.  The section headings in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.”
   
   

5. Electronic Signature.  You acknowledge and understand that the affirmative act of using the Sites, Content or Services or clicking to accept these Terms signifies your electronic signature to these Terms, and your electronic signature creates a legally binding agreement. You acknowledge other legal documents available through the Sites and/or Services may also be executed electronically and you consent to providing your signature electronically and agree to be bound by the terms and conditions of those documents.

24. Contact Information

If you have any questions about these Terms, the Sites or the Services, please contact us by email at legal@radiusagent.com or in writing at 1160 Battery St. East, Suite 100, San Francisco, CA, 94111.