Terms and Conditions

1. General: These terms and conditions of sale (the “Agreement”) are entered into by and between Radiance Insights, LLC (“Company”) and the (“Client”) as named in the order for any Products and/or Services available through this website; collectively the “Parties.” The Client agrees to accept and be bound by the terms and conditions set forth in this Agreement. Purchase or use of Products and/or Services constitutes Client’s acceptance of this Agreement.

2. Authorized Use: The Products and/or Services are authorized for use solely by the individual purchaser for Client’s internal business purposes only (“Authorized Use”). Copying, sharing, posting, publicly displaying, reselling, or creating derivative works from any Products or Services is strictly prohibited and constitutes an infringement of copyright. Client agrees to use Products and/or Services for Authorized Use only and agrees that it will not (and will not permit any third party to) modify the Products, resell the Products, redistribute or reverse engineer the Products, or undertake any other activity expressly prohibited by Company.

3. Fees, Taxes, and Payment: Client agrees to purchase Products and/or Services at the price(s) set forth on this website (“Fees”). Taxes and fees are subject to change. Client is responsible for all fees, charges, costs, and taxes related to purchasing the Products and/or Services. Client shall pay by bank transfer, check, or credit card all invoiced amounts within thirty (30) days from the date of order. Prices are displayed in the currency that will be charged upon purchase. Company accepts no responsibility or liability for surcharges related to Client’s payment method or for currency exchange rate fluctuations, which are entirely at Client’s risk.

3.1 Overdue Fees. Interest on late payments of 1.5% per month or the highest rate permissible under the applicable law, may be calculated daily and compounded monthly. In the event that Company incurs any costs (including reasonable attorney’s fees) for efforts in collecting overdue fees from Client, Client agrees to pay such costs provided such costs occur subsequent to a request for payment sent to Client in accordance with the terms of this Agreement.

4. Intellectual Property Rights and Licenses

4.1 Ownership of Intellectual Property. Title to and ownership of all intellectual property rights in Products and Services will remain with Company or its third-party licensors, unless otherwise described herein. Notwithstanding anything to the contrary in this Agreement, Company and its third party licensors and vendors, as the case may be, shall retain ownership of all intellectual property incorporated into or informing Company’s Products and Services, including but not limited to, all data, methodologies, analytics, models, formulae, ideas, know-how, surveys, questionnaires, libraries, taxonomies, frameworks, software (including source and object code), and processes, together with all intellectual property rights relating thereto (including trade secrets, copyrights, trademarks, patent applications and patents); collectively, “Underlying IP” and Client shall not receive any ownership of or interest in the Underlying IP except as expressly stated in the Agreement.

4.2 Company Intellectual Property. Title to and ownership of all intellectual property created by or licensed to Company prior to or outside of this Agreement (collectively, the “Company IP”) will exclusively vest and remain with Company and its third party licensors and vendors. Company IP includes without limitation: all data, methodologies, analytics, models, formulae, ideas, know-how, surveys, questionnaires, libraries, taxonomies, frameworks, templates, software (including source and object code), methods and procedures, techniques, algorithms, scoring models, designs, together with all intellectual property rights relating thereto (including trade secrets, copyrights, trademarks, patent applications and patents) or any other materials, information or data developed by or licensed to Company, and other proprietary and intellectual property rights recognized in any jurisdiction worldwide, including moral rights, and all processes developed, acquired or otherwise accessed and used by Company at any time; (ii) any data that Company collects, develops, derives or licenses from a third party; (iii) any portions, derivatives, improvements, upgrades or changes to any of the foregoing; and (iv) any Intellectual Property Rights in any of the foregoing, and (b) all corrections, improvements, and enhancements to the Company IP.

4.3 License to Client. To the extent that any Company IP is embedded in any Products or Services or is otherwise required in order for Client to utilize the Products and Services as contemplated by this Agreement, Company hereby grants to Client a limited, nonexclusive, non-sublicensable, non-transferrable, royalty-free license to access and use the Underlying IP for the sole purpose of receiving and using Company’s Products and Services to the extent necessary to enable Client to utilize such Products and Services for Client’s internal business purposes. Client may not transfer any rights in any Company IP to any other party without the express written consent of Company.

4.4 Client’s Rights Contingent on Payment in Full. The Client’s rights under Sections 3.1 and 3.3 are contingent upon the Client's performance of its obligations under this Agreement, including prompt payment of any sums due to Company, and no right or license is granted or conveyed by Company to Client except when and as such obligations are performed.

4.5 Restrictions. Client agrees that it shall not: (i) sublicense, sell, transfer, assign, distribute or otherwise commercially exploit the Services, Deliverables, or Company IP; (ii) use the Products, Services, or Company IP in order to build a product or service similar to the Products, Services, or Company IP; (iii) disassemble, decompile, or otherwise reverse engineer the Products, Services, or Company IP; (iv) publish, distribute, share the Products, Services,, or Company IP with any third party; or (v) use or permit use of the Products, Services, or Company IP for any purpose other than Client’s internal business purposes.

5. Feedback: Client may provide Company with suggestions, ideas, comments, or other feedback concerning the Products, Services, or Company generally (collectively, “Feedback”). Company shall own all right, title, and interest in and to the Feedback.

6. Warranties and Disclaimers: EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, (I) ALL PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND “WITH ALL FAULTS” AND (II) COMPANY, FOR ITSELF AND ITS THIRD-PARTY LICENSORS, HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO SUCH PRODUCTS AND SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, ACCURACY, NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE FROM ANY COURSE OF DEALING OR PERFORMANCE. COMPANY HAS MADE NO GUARANTEE OF SALES OR FUNDING AND DOES NOT REPRESENT THAT THE PRODUCTS OR SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, THAT THE PRODUCTS OR SERVICES WILL MEET THE BUSINESS OBJECTIVES OF THE CLIENT, OR THAT ALL DEFICIENCIES IN THE PRODUCTS OR SERVICES WILL BE CORRECTED BY COMPANY.

6.1 Disclaimers Regarding Client’s Business Decisions. COMPANY EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR, AND CLIENT ACCEPTS AND ASSUMES ALL RESPONSIBILITY AND RISK RELATED TO (I) CLIENT’S USE OF THE PRODUCTS AND/OR SERVICES AND INFORMATION PROVIDED PURSUANT TO THIS AGREEMENT IN FORMULATING, RECOMMENDING AND/OR EXECUTING STRATEGIES OR TACTICS; AND (II) THE SELECTION, ACCESS AND USE OF THE PRODUCTS AND SERVICES. COMPANY WILL NOT BE LIABLE TO CLIENT OR ANY OTHER PARTY FOR ANY RESULT OBTAINED OR NOT OBTAINED AS A CONSEQUENCE OF CLIENT’S DECISIONS OR RECOMMENDATIONS.

6.2 Client’s No-Reliance Acknowledgement. CLIENT ACKNOWLEDGES THAT CLIENT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH IN THIS AGREEMENT.

7. Limitation of Liability: EXCEPTING ANY CLAIM RELATING TO A BREACH OF SECTION 4 OF THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF REVENUE, PROFITS, GOODWILL, MARKET CAPITALIZATION OR ENTERPRISE VALUE), WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR (I) THE PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT OR (II) A BREACH OF SECTION 4, EACH PARTY’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY (INCLUDING NEGLIGENCE), WILL BE LIMITED TO AND WILL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO COMPANY BY CLIENT UNDER THIS AGREEMENT.

7.2 COMPANY’S LICENSORS AND SUPPLIERS ARE EXPRESS THIRD-PARTY BENEFICIARIES OF THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION.

8. Indemnity:

8.1 Company Indemnity.

(a) Company will defend Client’s shareholders, members, officers, directors, employees, and agents against any and all third-party lawsuits resulting from the Products and/or Services directly infringing any third party’s patent, copyright or trademark, or misappropriating the trade secrets of such third party (the “Claim”). In addition, Company will indemnify and hold Client harmless from any and all damages, losses, liabilities, costs and expenses to be paid pursuant to monetary settlement or awarded against Client pursuant to a final, non-appealable order entered by a court of competent jurisdiction in connection with a Claim. If such a Claim is made and the Client is prevented from using the Products and/or Services, Company shall, at its option, (a) secure for the Client the right to continue to use the Products and/or Services, (b) modify or replace the Products and/or Services so that they are non-infringing, or, (c) require the Client to return the Products and/or Services for a refund equal to the Fees paid under this Agreement. THE FOREGOING IS COMPANY’S SOLE AND EXCLUSIVE OBLIGATION TO THE CLIENT, AND CLIENT’S SOLE REMEDY, FOR ANY CLAIMS OF INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT.

(b) Notwithstanding the foregoing, Company’s defense and indemnification obligations will not apply to any claim that arises from: (i) modifications to the Products and/or Services not made or approved by Company, (ii) use of the Products and/or Services in a manner not contemplated by this Agreement or manifestly different from the obvious purpose of the Products and/or Services, (iii) Company’s compliance with or use of designs, requirements, specifications, instructions or alterations supplied, developed or requested by the Client, (iv) use of the Products and/or Services, or any component thereof, in combination with any other Client or third-party products, services, hardware, data, content, or business process(s), or otherwise marketed by Client in a way that has not been approved by Company, or (v) any other activity prohibited under this Agreement, applicable law, or third party contract.

8.2 Client Indemnity. Client will defend Company and Company’s shareholders, members, officers, directors, employees, and agents against any and all third-person lawsuits related to (i) any allegation that the use of the Products and/or Services infringes a U.S. patent, copyright, or trademark, or misappropriates the trade secrets of such third party; and (ii) any breach of this Agreement by Client (collectively, “Client Indemnifiable Claims”). In addition, Client will indemnify and hold Company harmless by paying any and all damages, losses, liabilities, costs and expenses agreed to in a monetary settlement (subject to the conditions below) or awarded against Company pursuant to a final non-appealable order entered by a court of competent jurisdiction in connection with a Client Indemnifiable Claim.

8.3 Indemnity Process. Each Party’s indemnification obligations are conditioned on the indemnified Party: (i) promptly giving written notice of the claim to the indemnifying Party; (ii) giving the indemnifying Party sole control of the defense and settlement of the claim (provided that the indemnifying Party may not settle any claim without the indemnified Party’s prior written consent if such settlement requires a payment or admission of liability by such indemnified Party); and (iii) providing to the indemnifying Party all available information and assistance in connection with the claim, at the indemnifying Party’s request and expense. The indemnified Party may participate in the defense of the claim through its own counsel, at the indemnified Party’s sole expense (not subject to reimbursement).

8.4 Notifications. Each Party hereto will provide the other with all information which it becomes aware of with regard to potential infringement of any idea, concept, design or other intangible right being used in connection with the Project as soon as such information becomes available to such Party.

9. Refunds: All sales are final and non-refundable.

10. Jurisdiction: These Terms and Conditions of sale shall be governed by and construed in accordance with the laws of the country where Radiance Insights, LLC has its registered offices, without regard to the conflicts of law principles thereof. Any disputes relating to this Agreement shall be adjudicated in the state or federal courts where Radiance Insights, LLC has its registered offices, and Client hereby consents to the exclusive jurisdiction of such courts for purposes of any such litigation.