Terms of use
Welcome to Radius! These Terms of Use (“Terms”) represent an agreement between you (defined below) and Radius Technology Systems (“Radius”, “we” or “us”). These Terms govern your use of the products or services provided by Radius that are described below, together with such other products or services that may be offered by Radius from time to time (collectively, the “Offerings”). These Terms also govern your use of Radius’s top-level domain website, https://www.radiustech.xyz, and any sub-domains for our Offerings (collectively, the “Site”). The Offerings and the Site are collectively referred to here as the “Services.” By accessing or using the Services, you agree that you have read, understand, and accept all of these Terms. If you do not understand or agree to the Terms or fail to perform any and all obligations you accept under the Terms, then you may not access or use the Services.
For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf. If you deploy an Automation (as defined below) to use the Services, you are responsible for the activity of that Automation and ensuring that it operates in compliance with these Terms.
SECTION 12 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTION) RELATED TO RADIUS’S SERVICES THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED BELOW.
1. Who May Use the Services
1.1 Eligibility
You must be 18 years of age or older and not be a Prohibited Person to use the Services or barred from utilizing the Services under any applicable laws. A “Prohibited Person” is any person or entity that is (a) the subject of any economic or trade sanctions administered or enforced by any governmental authority, including being designated on any list of prohibited or restricted parties by any governmental authority, such as the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce Denied Persons List Entity List, the E.U. Consolidated List of persons and the U.K. Consolidated List of Financial Sanctions Targets, (b) located, a resident of, or organized in any jurisdiction or territory that is the subject of comprehensive country-wide or regional economic sanctions or has been designated as “terrorist supporting” by the United Nations or the governmental authority of the European Union, United Kingdom or the United States, or (c) owned or controlled by such persons or entities listed in (a)-(b). You acknowledge and agree that you are solely responsible for complying with all applicable laws of the jurisdiction you are a resident of, or located or accessing the Services from, in connection with your use of the Services. Radius reserves the right, in its sole discretion, to determine the eligibility of users for the Services. We may require you to provide additional information or documentation to verify or confirm your eligibility, including on a periodic or ongoing basis. Failure to provide such identifying information and/or a failure to demonstrate compliance with the requirements herein may result in suspension or termination of your access to the Services. By using the Services, you represent and warrant that you meet these requirements and will not be using the Services for any illegal activity or to engage in activities prohibited by these Terms.
1.2 Deployment and Use of Automation
Users may deploy or interact with automated software, tools, features, functionalities, or other services (collectively, “Automations”), including what may be referred to as artificial intelligence agents (“AI Agents”), on some of Radius’ Services. By doing so, you agree to the following:
- You are fully responsible for any Automations you deploy or authorize, including its actions, interactions, and resource usage.
- Usage of Automations must comply with all provisions of these Terms, including those relating to prohibited conduct.
- You must not deploy Automations that:
- Violate applicable law or these Terms;
- Consume excessive resources or degrade performance of the Services;
- Interfere with, exploit, or impersonate other AI Agents or users;
- Attempt to gain unauthorized access to data, contracts, or system components;
- Contain recursive self-replication, ransomware logic, or denial-of-service behavior.
2. The Services
2.1 Generally
You may access and use the Services only in accordance with these Terms. You agree to comply with the Terms and all laws, rules and regulations applicable to your use of the Services.
2.2 Offerings and Access
Radius provides a number of Offerings under the Radius brand or brands owned by us. Offerings are generally accessed through the Site or through a third-party provider of which we approved, unless otherwise agreed in writing. Offerings include, but are not limited to:
- Radius Network. Radius operates a platform for executing smart contract transactions at massive scale with low latency and cost (the “Radius Network”). This Service may be provided in two distinct environments: a production environment (“Mainnet”) or a development environment (“Testnet”).
- Mainnet. The Mainnet is the live platform for executing smart contract transactions.
- Testnet. The Testnet is designed to simulate interactions with the Mainnet for you to test the functionality and features of the Radius Network.
These Terms apply to the Testnet and all Services; for additional details, terms and conditions specifically applicable to the Testnet, please see Appendix 1.
- Applications. Radius provides software applications (“Applications”) that can be used in conjunction with, or separately from, the Radius Network. Unless expressly stated, Applications are non-custodial.
- Documentation, Tools and Other Services. Radius may display, include or make available documentation, blog posts and other descriptions or materials related to the Services (collectively, “Documentation”). Radius may also provide tools, toolkits, features, functionality, and other content, materials, and other services that can be used in conjunction with, or separately from, the Radius Network.
2.3 Third-Party Services and Materials.
- Integrated Third-Party Services. Some of Radius’s Services may integrate with third-party services (“Integrated Third-Party Services”), including wallet providers, to deliver functionality. Radius does not control these services and is not responsible for their uptime, reliability, or security. You acknowledge and agree that:
- Radius is not liable for any outage, error, or degradation in service that results from the Integrated Third-Party Services;
- Use of Integrated Third-Party Services is subject to their own terms, and you must comply with them;
- Radius may, at its sole discretion, block access to or terminate integrations based on changes to Integrated Third-Party Service terms or performance issues.
If access to an Integrated Third-Party Service becomes materially unavailable such that a core feature of an Offering cannot function, you may discontinue use of that feature without entitlement to refunds or credits, except where required by law.
- Other Third-Party Services and Materials. The Services may display, include or make available services, content, data, information, applications or materials from third parties or provide links to certain third party websites (collectively, “Other Third-Party Services and Materials”). However, Radius does not endorse any Other Third-Party Services and Materials. You agree that your access and use of such Other Third-Party Services and Materials is governed solely by the terms and conditions of such Other Third-Party Services and Materials, as applicable. Radius is not responsible or liable for, and makes no representations as to any aspect of such Other Third-Party Services and Materials, including, without limitation, their content or the manner in which they handle, protect, manage or process data or any interaction between you and the provider of such Other Third-Party Services and Materials. Radius is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Other Third-Party Services and Materials or websites. You irrevocably waive any claim against Radius with respect to such Other Third-Party Services and Materials. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such Other Third-Party Services and Materials, or your reliance on the privacy practices, data security processes or other policies of such Other Third-Party Services and Materials. Other Third-Party Services and Materials and links to other websites are provided solely as a convenience to you.
2.4 Support. You may seek or receive technical or product support, information, advice, or guidance from us regarding the Services, including via third party service provider, chat interface, or email. All support made available or provided by or on behalf of Radius is believed to be reliable, but we do not make representations or warranties, express or implied, as to its accuracy, its completeness, or the results to be obtained. Such support is being provided for informational purposes only and, by accepting such support, you are representing that you have adequate skill and experience regarding the proper selection, use, and/or application of Services and use such Services at your own discretion and risk. With the exception of instances of gross negligence, you hold us harmless for any injury that may result from the support you receive from us. You are aware that our customer support efforts may be impersonated by malicious third parties, and you agree that we are not responsible for the actions of such impersonators. You further acknowledge that we will never ask you for your private key or secret recovery phrase or for you to make a payment to us.
3. Changes
3.1 To the Services
- General. We may change or discontinue any or all of the Services or change or remove functionality of any or all of the Services from time to time. We will use reasonable efforts to attempt to communicate to you any discontinuation of an Offering, such as by e-mail or by placing a prominent notice on the Site or public communication channels.
- Upgrades and Compatibility. We may periodically update any Services offered. While we aim to maintain backward compatibility for any Services, we do not guarantee continued support for older versions. We are not responsible for managing or upgrading smart contracts you deploy. If smart contract upgrades are required, it is your responsibility to execute them.
3.2 To These Terms
We may modify these Terms from time to time in which case we will update the Last Updated date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the Site. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms.
4. Your Responsibilities
This list of user responsibilities is non-exhaustive.
4.1 Use of the Services
For any Services, whether they require that you set up an account with Radius or or not, (a) you are responsible for all activities that occur with respect to your use of the Services, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including but not limited to your contractors, or agents), and (b) we and our affiliates are not responsible for unauthorized access to the Services or your account, including any access that occurred as a result of fraud, phishing, or other criminal activity perpetrated against you by third parties. You will ensure that your use of the Services does not violate any applicable law. For further information about the Effective Date and duration of these Terms, see Section 8.
4.2 General Oversight and Control
In any Services you access or utilize, you are solely responsible for:
- Reviewing and understanding any smart contracts or Automations you deploy, and their configurations;
- Managing access control and administrative roles, as applicable (e.g. for any Applications);
- Monitoring your deployed smart contracts for activity, performance, and abuse.
4.3 Your Security and Backup
You are responsible for maintaining adequate security and control of any and all IDs, private keys, passwords, hints, personal identification numbers (PINs), or any other codes that you use to access the Services. Radius does not control a user’s private keys or assets, cannot reverse transactions, and cannot recover lost access credentials. Radius assumes no responsibility for any losses resulting from any compromise of your keys or access credentials. You are solely responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect, and backup your accounts or content in a manner that will provide appropriate security and protection, which might include use of encryption. If you are not able to be responsible for your own account security, or do not want such an obligation, then you should not use the Services. Your obligations under these Terms include ensuring any available software updates or upgrades to any Services you are using are promptly installed or implemented, and recording and securely maintaining any passwords or secret recovery phrases that relate to your use of the Services. You acknowledge that certain methods of securing your secret recovery phrase, such as storing it as a digital file anywhere, including on your personal device or on a cloud storage provider, increase the risk that your account or secret recovery phrase will be compromised. You further acknowledge that you will not share with us nor any other third party any password or secret recovery phrase that relates to your use of the Services, and that we will not be held responsible if you do share any such password or phrase, whether you do so knowingly or unknowingly. For the avoidance of doubt, we take no responsibility whatsoever for any theft of a secret recovery phrase that involved intrusion through any means into your personal device or a cloud provider’s data repository.
4.4 API Authentication
To the extent we provide you with API keys generated by the Services, such API keys are for your use only and you will not sell, transfer, or sublicense them to any other entity or person.
4.5 Applicability to Services that Facilitate Access to Addresses on Network Protocols
For the avoidance of doubt, the terms of this Section 4 are applicable to all Services through which you generate a public/private key pair either with a protocol directly or with third-party services, such as decentralized applications. You are solely responsible for the use and security of these security keys and we will not be held responsible if you share any keys or secret recovery phrases with anyone else, whether knowingly or unknowingly. In the event you provide an incorrect address, you shall be solely responsible, and will hold Radius harmless, for any tokens or assets delivered to such incorrect address.
5. Rights We Grant You
5.1 Right to Use Services
We grant you a non-exclusive, non-transferable limited license to access and use the Services and related materials, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services (such as the Documentation), we hereby grant you a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to download, access and display such software, content and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Services or other actions that Radius, in its sole discretion, may elect to take.
5.2 Restrictions On Your Use of the Services
You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so (such as pursuant to one or more open source licenses that we may apply to any part of the Services):
- modify, rent, lend, sell, or redistribute components of the Services;
- reverse engineer underlying software;
- use the Services to create a competitive product or service;
- download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms;
- use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
- use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services or impersonate a real-person or to exaggerate or misrepresent your engagement with the Services;
- access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;
- attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, or the computer systems or networks connected to the Services;
- circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services or the computer systems, accounts, protocols or networks connected to the Services;
- use any device, process, or software to manipulate or disrupt anyone else’s use of the Services, including but not limited to posting or distributing commercial spam; attempting to artificially inflate your engagement with the Services; engaging in coordinated harmful activity to encourage or promote violations of these Terms; or mass-registering for accounts related to or provided by the Services;
- introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
- submit, transmit, display, perform, post or store any content that is inaccurate, unlawful, or otherwise objectionable;
- violate any applicable law or regulation in connection with your access to or use of the Services; or
- access or use the Services in any way not expressly permitted by these Terms.
6. Fees and Payment
6.1 Publicly Available Services
Some Services may be offered to the public and licensed on a royalty free basis. These terms apply to all Services regardless of whether they require payment.
6.2 Fees
Unless otherwise specified by Radius, fees will be charged as described on the Site or in a user interface of an Offering, as applicable.
6.3 Taxes
Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under these Terms. All fees payable by you are exclusive taxes unless otherwise noted. We reserve the right to withhold taxes where required.
7. Temporary Suspension; Limiting Usage
7.1 Generally
We may suspend your right to access or use any portion or all of the Services immediately if we determine:
- your use of the Services
- poses a security risk to the Services or any third party,
- could adversely impact our systems, the Services, or the systems of any other user,
- could subject us, our affiliates, or any third party to liability, or
- could be unlawful;
- you are in breach of these Terms;
- you are in breach of your obligations, including payment obligations, under these Terms; or
- for entities, you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
7.2 Effect of Suspension
If we suspend your right to access or use any portion or all of any of the Services:
- you remain responsible for all fees and charges you incur during the period of suspension; and
- you will not be entitled to any fee credits for any period of suspension.
7.3 Limiting Usage.
We retain sole discretion to limit your usage of the Services at any time if your usage exceeds any threshold specified on the Site, user interface of the Offering, or other agreement between you and Radius. Further, excessive usage, as determined by Radius in our sole discretion, may result in the temporary or permanent suspension of your access to or your use of any or all of the Services. Radius is not required but will endeavor, when reasonable, to warn an account owner or user prior to suspension.
8. Term; Termination
8.1 Term
Unless otherwise specified by Radius, these Terms will commence on the “Effective Date” (the date on which click a button or checkbox to accept or agree to these Terms where that option is made available, or click a button to use or access any of the any of the Services, or otherwise access the Services) and will remain in effect until you stop accessing or using the Services or if you are otherwise subject to Termination.
8.2 Termination
If you breach any of the provisions of these Terms, all licenses granted to you by Radius will terminate automatically; the date of such a breach will be the date of termination (“Termination Date”). Additionally, Radius may, in its sole discretion, suspend or terminate your access to or use of any of the Services, with or without notice, for any or no reason, including, without limitation, (i) if we believe, in our sole discretion, you have engaged in any of the prohibited activities set forth in these Terms; (ii) if you provide any incomplete, incorrect or false information to us; (iii) if you have breached any portion of these Terms; and/or (iv) if we determine such action is necessary to comply with these Terms, any of our policies, procedures or practices, or any law rule or regulation.
8.3 Effect of Termination
Upon the Termination Date:
(i) all your rights under these Terms immediately terminate; and
(ii) each party remains responsible for all fees and charges it has incurred through the Termination Date and are responsible for any fees and charges it incurs during the post-termination period;
(iii) Radius is not responsible for any damage or inconvenience caused by such termination. All sections of these Terms which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Radius or you. Termination will not limit any of Radius’s other rights or remedies at law or in equity.
For any use of the Services after the Termination Date, these Terms will again apply and, you will pay the applicable fees at the applicable rates.
9. Ownership
9.1 Ownership of the Services
The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that Radius and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content, including, without limitation, the exclusive right to create derivative works.
9.2 Ownership of Trademarks
Radius’s name, Radius’s logo and all related names, logos, names, designs and slogans are trademarks of Radius or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
9.3 Ownership of Feedback
We welcome feedback, bug reports, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of Radius, and Radius may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Radius any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
10. Location of Our Privacy Policy
Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at: Privacy Policy.
11. Disclaimers, Limitations of Liability and Indemnification
11.1 Disclaimers
- Your access to and use of the Services is entirely at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, Radius, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Radius Entities”) DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES RELATING TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, USAGE, QUALITY, PERFORMANCE, SUITABILITY OR FITNESS OF THE SERVICES FOR ANY PARTICULAR PURPOSE, OR AS TO THE ACCURACY, QUALITY, SEQUENCE, RELIABILITY, WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN WHETHER LATENT OR PATENT. Radius Entities make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services (including the Documentation); (ii) any harm to your computer system, corrupted wallet files, loss of data, or other harm that results from your access to or use of the Services; (iii) the operation or compatibility with any other application or any particular system or device; (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (v) whether the Services will protect your assets from theft, hacking, cyber attack, or other form of loss caused by third party conduct. Nothing contained in the Services constitutes, or is meant to constitute, financial, legal or other professional advice of any kind. If you require advice in relation to any financial, legal or other professional matter you should consult an appropriate professional. No advice or information, whether oral or written, obtained from Radius Entities or through the Services, will create any warranty or representation not expressly made herein.
- Furthermore, Radius Entities make no warranty or representation and disclaim all responsibility and liability for the behavior, operation, or consequence of any Automation or software deployed by you or other users to the Radius Network or which otherwise interacts with the Radius Network. If you choose to deploy Automation in utilizing the Radius Network, you do so understanding that Automations may be faulty, insecure, or malicious; interacting with Automations may expose you to unexpected or irreversible outcomes; and that Radius Entities disclaim all liability for damages or losses arising from the behavior of any Automation.
- As may be applicable to any of the Services, you acknowledge that:
- All smart contract interactions are cryptographically-signed; Radius does not control your private keys or assets, cannot reverse transactions, and cannot recover lost access credentials;
- You retain sole control over smart contracts you deploy;
- Radius does not verify or mediate ownership disputes, or other disputes between smart contract users and deployers.
- THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
- RADIUS ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES.
- YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH RADIUS ENTITIES WILL BE RESPONSIBLE FOR.
11.2 Limitations of Liability
TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL RADIUS ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF RADIUS ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. RADIUS ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11.3 Acknowledgement; Assumption of Risks
- By using the Services, you represent that you have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of digital assets, digital asset storage mechanisms, smart contracts, smart contract platforms, and related technology to be able to assess and evaluate the risks and benefits of the Services contemplated hereunder, and will bear the risks thereof, including loss of all amounts paid, and the risk that the digital assets may have little or no value. You acknowledge and agree that there are risks associated with purchasing and holding digital assets and using smart contracts. These include, but are not limited to, risk of losing access to digital assets due to loss of private key(s), custodial error or purchaser error, losses arising from misconfiguration or unauthorized access to your contracts, vulnerabilities from bugs in smart contracts you deploy, malfunctions in networks or third-party providers, loss of access to the Services or contract control due to user error, risk of cyber attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risk related to token taxation, risk of personal information disclosure, risk of uninsured losses, volatility risks, and unanticipated risks.
- Smart contracts execute automatically when certain conditions are met, and Radius does not have the ability to reverse such transactions. You are responsible for ensuring that any details entered in connection with a transaction using any smart contracts are accurate and complete. Further, since smart contracts typically cannot be stopped or reversed, vulnerabilities in their programming and design or other vulnerabilities that may arise due to hacking or other security incidents can have adverse effects to digital assets, including but not limited to significant volatility and risk of loss.
- You acknowledge that there are inherent risks associated with using or interacting with digital assets, smart contracts, and smart contract platforms. Such technology may be or become unavailable or subject to errors, hacking or other security risks. Underlying digital asset protocols may also be subject to sudden changes in operating rules, and it is your responsibility to make yourself aware of upcoming operating changes.
- You acknowledge that one of the purposes of the Services is to enable access to agentic activity, and that users may deploy AI Agents and other Automations on the Services. You acknowledge that Automations on the Services may be faulty and subject to changes at Radius’ discretion, and that Radius Entities provide no guarantee of functionality. You are solely responsible for the Automations you choose and the activity and choices of those Automations. You assume the risks involved when you or your Automations interact with Automations deployed by other parties on the Services. Furthermore, you acknowledge that Automations may be faulty, insecure, or malicious; interacting with Automations may expose you to unexpected or irreversible outcomes; and that Radius Entities disclaim all liability for damages or losses arising from the behavior of any Automation.
11.4 Indemnification
By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold Radius Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by Radius Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services, including but not limited to any misconfigurations, errors, or unauthorized access associated with smart contracts your deploy; or (d) your negligence or willful misconduct. If you are obligated to indemnify any Radius Entity hereunder, then you agree that Radius (or, at its discretion, the applicable Radius Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Radius wishes to settle, and if so, on what terms, and you agree to fully cooperate with Radius in the defense or settlement of such claim.
11.5 Third-Party Beneficiaries
You and Radius acknowledge and agree that Radius Entities (other than Radius) are third-party beneficiaries of these Terms.
12. Arbitration and Class Action Waiver
12.1 PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
12.2 Informal Process First
Radius is always interested in resolving disputes amicably and efficiently, and most concerns can be resolved quickly and to your satisfaction by emailing user support at legal-terms@radiustechnologysystems.com. However, if such efforts prove unsuccessful, you may send to Radius, by certified mail, a written Notice of Dispute (“Notice”). The Notice should be sent to legal-terms@radiustechnologysystems.comand must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Radius and you do not resolve the claim set out in the notice within sixty (60) calendar days from the date of receipt, you or Radius may commence an arbitration proceeding. Both you and Radius agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.
12.3 Arbitration Agreement
Any disputes or claims arising in connection with these Terms, including questions related to their validity, existence, or termination, shall be conclusively and exclusively resolved through arbitration administered by Judicial Arbitration & Mediation Services, Inc. (“JAMS”) pursuant to its Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”) using a single arbitrator.
- The parties agree that the arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. The parties agree that the arbitrator shall issue a written decision on the merits. The parties agree that the arbitrator shall administer and conduct any arbitration in a manner consistent with the JAMS Rules, and that the arbitrator shall apply substantive and procedural Delaware law to any dispute or claim, without reference to rules of conflict of law. To the extent that the JAMS Rules conflict with Delaware law, Delaware law shall take precedence. In the event the Parties agree that the total amount in controversy is not more than $75,000, subject to JAMS' Streamlined Arbitration Rules and Procedures, the Parties agree to conduct such arbitration proceeding telephonically or via Zoom. Within reasonable limitations and acknowledging each party's desire to have limited discovery proceedings, the scope and duration of discovery will be within the sole discretion of the arbitrator. Subject to liability limitations stated here in these Terms, the arbitrator may grant any remedy or relief available under applicable law, including, without limitation, injunctive relief and specific performance. The arbitrator’s decision or award shall be fully enforceable and subject to an entry of judgment by a court of competent jurisdiction. The arbitrator shall not have the power to commit errors of law or legal reasoning, and the commission of an error of law or legal reasoning shall be grounds for vacating or correcting the award. Each party shall pay the fees of their respective attorneys and any other expenses connected with the arbitration, but all other costs of this arbitration, including the fees of the arbitrator, cost of any record or transcript of the arbitration, administrative fees, and other fees and costs, shall be shared equally by the parties. The party losing the arbitration shall reimburse the party who prevailed for all expenses the prevailing party paid pursuant to the preceding sentence and for all reasonable attorneys’ fees (as determined by the Arbitrator) incurred by the prevailing party in connection with the arbitration proceeding. A demand for arbitration shall be made within a reasonable time after the claim, dispute, or other matter has arisen, and in no event shall such demand be made after the date when institution of legal or equitable proceedings based on such claim, dispute, or other matter in question would be barred by the applicable statute of limitations. The decision of arbitrators shall be rendered within sixty (60) days of submission of any claim or dispute, shall be in writing and mailed to all the parties included in the arbitration. The decision of the arbitrator shall be binding upon the parties and judgment in accordance with that decision may be entered in any court having jurisdiction thereof.
- Notwithstanding any provision in these Terms to the contrary, Radius agrees that if it makes any future change to Section 8.3 (other than a change to the Notice address) while you are a user of the Service, you may reject any such change by sending Radius written notice within thirty (30) calendar days of the change to legal-terms@radiustechnologysystems.com. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of Section 8.3 as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
12.4 WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND Radius EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). YOU AND RADIUS AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. YOU AND RADIUS EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. FURTHER, YOU AND RADIUS AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. FOR THE AVOIDANCE OF DOUBT, HOWEVER, YOU CAN SEEK PUBLIC INJUNCTIVE RELIEF TO THE EXTENT AUTHORIZED BY LAW AND CONSISTENT WITH THE EXCEPTIONS CLAUSE ABOVE. IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. IF A COURT DECIDES THAT THE LIMITATIONS OF THIS PARAGRAPH ARE DEEMED INVALID OR UNENFORCEABLE, ANY PUTATIVE CLASS, PRIVATE ATTORNEY GENERAL OR CONSOLIDATED OR REPRESENTATIVE ACTION MUST BE BROUGHT IN A COURT OF PROPER JURISDICTION AND NOT IN ARBITRATION.
13. Additional Provisions
13.1 Injunctive Relief
You agree that a breach of these Terms will cause irreparable injury to Radius for which monetary damages would not be an adequate remedy and Radius shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
13.2 Force Majeure
We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in providing the Services, when and to the extent such failure or delay is caused by or results from any events beyond our ability to control, including acts of God; flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.
13.3 Miscellaneous
If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by Radius but may not be assigned by you without the prior express written consent of Radius. 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 reference only and shall not be read to have any legal effect. These Terms are governed by the laws of Delaware, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the courts located in Delaware.
13.4 How to Contact Us
You may contact us regarding the Services or these Terms by e-mail at legal-terms@radiustechnologysystems.com.
Appendix 1 - Testnet
The provisions of Appendix 1 apply to your use of the Testnet. The Appendices are part of the Terms, and are supplementary to Sections 1 through 13 (the “Preceding Provisions”). To the extent there should be any conflict between the Preceding Provisions and the provisions of Appendix 1, the provisions of Appendix 1 supersede the Preceding Provisions with respect to your use of the Testnet. If you do not use the Testnet, then Appendix 1 does not apply to you.
YOUR PARTICIPATION IN THE TESTNET IS ENTIRELY VOLUNTARY, BUT IF YOU ARE PARTICIPATING IN THE TESTNET, YOU MUST STRICTLY ADHERE TO THESE TERMS.
Appendix 1.1 Purpose and Participation
The Testnet is designed to simulate interactions with the Mainnet for you to test the functionality and features of an application that functions with the Mainnet. TRANSACTIONS ON THE TESTNET, INCLUDING THE MINTING OF TESTNET TOKENS, DO NO HAVE ANY LEGAL EFFECT. You are not granted any legal rights associated with any tokens minted via the Testnet, unless you acquire the equivalent token from the same contract on the Mainnet. We make no representation or warranty that the Testnet will accurately or completely simulate, duplicate or replicate the Mainnet.
Appendix 1.2 Duration
The Testnet will commence on the date prescribed by Radius and continue until terminated by Radius in its sole discretion. Notwithstanding any other information provided by Radius regarding the Testnet including on its website, blog posts or through other communications (such as forums, Telegram, Discord, or other channels), Radius may change, discontinue, or terminate, temporarily or permanently, all or any part of Testnet, at any time and without notice, at its sole discretion.
Appendix 1.3 Right to Use Testnet
Provided that you comply with these Terms, including the provisions of Section 5.2, YOU ARE PERMITTED TO USE THE TESTNET FOR YOUR, NON-COMMERCIAL USE ONLY. The Testnet may operate in certain phases. Your selection or participation in any one phase of the Testnet does not imply that you will be selected for any other phases of the Testnet. Radius reserves the right to block your access to the Testnet at any time, in its sole discretion. Radius may terminate the Testnet, or your right to participate in the Testnet, at any time, in its sole discretion.
Appendix 1.4 No Monetary Value
In your use of the Testnet, you may accumulate “Testnet tokens,” such as through a faucet, which are not, and shall never convert to or accrue to become Mainnet tokens or any other tokens or virtual assets. TESTNET TOKENS ARE VIRTUAL ITEMS WITH NO MONETARY VALUE. TESTNET TOKENS DO NOT CONSTITUTE ANY CURRENCY OR PROPERTY OF ANY TYPE AND ARE NOT REDEEMABLE, REFUNDABLE, OR ELIGIBLE FOR ANY FIAT OR VIRTUAL CURRENCY OR ANYTHING ELSE OF VALUE, AND DO NOT CONVEY ANY LEGAL RIGHTS TO THE HOLDERS OF SUCH TESTNET TOKENS. Testnet tokens are not transferable between users outside of the Testnet, and you may not attempt to sell, trade, or transfer any Testnet tokens outside of the Testnet, or obtain any manner of credit using any Testnet tokens. Any attempt to sell, trade, or transfer any Testnet tokens outside of the Testnet will be null and void.
Radius may, in its sole discretion, decide to delete, wipe or otherwise remove the Testnet at any time without notice, including, without limitation, the presence, amounts, or any other aspects of the Testnet tokens, without any liability to you or other Testnet users. Radius does not guarantee that Testnet tokens will continue to be offered for a specific length of time and you may not rely upon the continued availability of any Testnet tokens. If the Testnet expires or terminates, you acknowledge and agree that your access to and use of your Testnet tokens may be removed, and all accrued Testnet tokens may be deleted from the Testnet system.
Appendix 1.5 Analytics
By accessing and using the Testnet, you understand and agree that we may monitor and analyze your activities in connection with the Testnet, and use, extract, copy and disseminate any of your data and materials that you’ve made available to the Testnet (whether now or in the future) to help us conduct research, analytics, tests and future developments in relation to the Testnet and any other applications, systems, network, database, services or products and create future commercial services and products. You covenant and agree not to make any claims of any nature whatsoever in relation to the foregoing, including disputing our ability to monitor and analyze your activities and use, extract, copy and disseminate your data and materials that you’ve made available to the Testnet or transferring your data and materials that you’ve made available to the Testnet to a third party for such purpose.
Appendix 1.6 Visibility of Testnet Data
Any transactions you broadcast to the Testnet are potentially visible to any other person. You may only enter data onto the Testnet that is permitted to be disclosed publicly and is not confidential or subject to any privacy or confidentiality obligation or undertaking.