Terms of Use Agreement

Effective date: June 23, 2016

BY USING THE WEBSITE(S) HOSTED AT SMARTPLACEMENT.COM AND/OR THE SMART PLACEMENT APPLICATION(S), (COLLECTIVELY, THE “SERVICES”), YOU (THE “USER”), ACKNOWLEDGE THAT YOU HAVE READ THIS TERMS OF USE AGREEMENT (THE “AGREEMENT”), UNDERSTAND IT, AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND THAT THIS WILL BE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND RADIAL ANALYTICS, INC. (“RADIAL”, “WE”, “US” OR “OUR”). RADIAL MAY REVISE AND UPDATE THE TERMS AND CONDITIONS OF THIS AGREEMENT AT ANY TIME. YOUR CONTINUED USAGE OF OUR SERVICES WILL MEAN YOU ACCEPT THOSE CHANGES.

IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD REJECT THEM BY NOT USING THE SERVICES. YOUR ACCESS TO AND USE OF OUR SERVICES IS SUBJECT IN ALL RESPECTS TO THE TERMS OF OUR PRIVACY POLICY AVAILABLE AT http://www.radialanalytics.com/privacy-policy.html (“PRIVACY POLICY”). SUCH PRIVACY POLICY MAY BE UPDATED FROM TIME TO TIME.

The Services Do Not Provide Medical Advice

The contents of the Services, such as text, graphics, images, and all other material that may be available through use of the Services (“Services content” or “content”) are for informational purposes only. The Services are not an attempt to practice medicine or provide specific medical advice, and should not be used to make a diagnosis or to replace or overrule a qualified health care provider's judgment. Users should not rely on the Services for emergency medical treatment. If you think you may have a medical emergency, call your doctor or 911 immediately. Reliance on any information provided by Radial, Radial employees, others appearing on the Services at the invitation of Radial, or other users of the Services is solely at your own risk.

Compliance Requirements and Other Specific User Conditions

If your use of the Services is in the context of your employment by an employer that is a “covered entity” (e.g., a hospital) as defined under the Health Insurance Portability and Accountability Act (HIPAA), section 45 CFR 160.103, then your use of the Services must comply with all applicable HIPAA requirements. All relevant HIPAA requirements shall apply to your use of the Services, regardless of whether you are accessing the Services from within a covered entity’s physical campus or remotely from any other location.

If you qualify as the type of User described in the above paragraph, then the terms and conditions of your use may also be governed by a Master Services Agreement executed between Radial and your employer.

Use of Services - General

Any use of the Services not expressly permitted by these terms and conditions is a breach of this Agreement. If you violate this Agreement, your permission to use the Services automatically terminates and you must immediately destroy any copies you have made of content from the Services. Services content is subject to change or termination without notice at the discretion of Radial.

Intellectual Property Rights

Unless otherwise noted, all Services content is the property of Radial and/or its affiliates or licensors, and is protected from unauthorized use, copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Domain names and product names are trademarks or registered trademarks of their respective owners. All rights not expressly granted herein are reserved to Radial and its licensors.

Radial hereby authorizes you (any type of user) to print, transmit, or download a single copy of the Services content solely for your personal, noncommercial use if you include a copyright notice that attributes the content to Radial, for example: "©2016, Radial Analytics, Inc. All rights reserved." Furthermore, if your use of the Services is in the context of your employment by an employer that is a “covered entity” (e.g., a hospital) as defined under the Health Insurance Portability and Accountability Act (HIPAA), section 45 CFR 160.103, Radial hereby authorizes you to print, transmit, or download additional copies of the Services content solely for the purpose of informing and educating patients for whom you are a healthcare provider.

Limitations of Liability & Releases

The use of the Services is at your own risk. Radial cannot and does not warrant that access to the Services will be error- or virus-free and does not guarantee against unauthorized users or hackers attempting to obtain access to the Services.

When using the Services, information will be transmitted over a medium that may be beyond the control and jurisdiction of Radial and its suppliers. Accordingly, Radial assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Services.

IN NO EVENT SHALL RADIAL OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND, WHETHER OR NOT RADIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

RADIAL’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT INCLUDING WITHOUT ANY LIMITATION ANY CLAIMS IN TORT, CONTRACT, BREACH, OF WARRANTY, STRICT LIABILITY OR OTHERWISE, AND FOR ANY AND ALL CLAIMS COMBINED, WILL NOT EXCEED U.S. $1.

Disclaimer of Warranty

USE OF THE SERVICES IS PROVIDED TO YOU “AS IS.” RADIAL, ITS LICENSORS, AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

Exclusions

Some jurisdictions do not allow the exclusions of implied warranties or limitations on certain types of damages, so the above disclaimers and limitations may not apply to you with respect to certain types of damages or claims.

Advertisements, Searches, and Links to Other Services

Radial may provide links to third-party websites, third-party content provided as search results, or third party advertisements (collectively “Third Party Content”). Radial does not recommend, endorse, or control Third Party Content (including but not limited to products, services or treatments advertised on the Services). Furthermore, Radial does not make any representations regarding the accuracy of Third Party Content. Your use of Third Party Content is at your own risk and subject to the terms and conditions for such Third Party Content. You acknowledge and understand that should you choose to provide personally identifiable information or protected health information to any third parties (collectively, PHI), the recipients of such PHI may not be subject to the same obligations under HIPAA and other privacy and security regulations and may use or re-disclose the information so that it is no longer protected by federal or state law.

User Submissions

The Services include functionality (which may include blogs, message boards, postings, user reviews, etc.) that allows users to upload written or other materials to the Services (collectively "Public Areas"). If you use Public Areas, you are solely responsible for your own communications, the consequences of posting those communications, and your reliance on any communications found in the Public Areas. In cases where you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency immediately.

You agree that you will not upload or transmit any communications or content of any type to the Public Areas that infringe or violate any rights of any party. If you make any such submission you also agree that you will not send or transmit to Radial by email, (including through the email addresses listed on the "Contact Us" page) any communication or content that infringes or violates any rights of any party. By submitting any communications or content to the Public Areas or by email, you agree that such submission is non-confidential for all purposes.

If you make any submission to a Public Area or if you submit any business information, idea, concept or invention to Radial by email, you automatically grant (or warrant that the owner of such content or intellectual property has expressly granted) Radial a royalty-free, perpetual, irrevocable, world-wide nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the communication or content in any media or medium, or any form, format, or forum now known or hereafter developed. Radial may sublicense its rights through multiple tiers of sublicenses. If you wish to keep any business information, ideas, concepts or inventions private or proprietary, do not submit them to the Public Areas or to Radial by email. We try to answer correspondences in a timely manner, but are not always able to do so.

Prohibited Uses of Public Areas

In consideration of being allowed to use the Public Areas, you agree that the following actions shall constitute a material breach of this Agreement:

  • Using a Public Area for any purpose in violation of local, state, national, or international laws;
  • Posting material that infringes on the intellectual property rights of others or on the privacy or publicity rights of others;
  • Posting material that is unlawful, obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity as determined by Radial in its sole discretion;
  • Posting advertisements or solicitations of business;
  • After receiving a warning, continuing to disrupt the normal flow of dialogue, or posting comments that are not related to the topic being discussed (unless it is clear the discussion is free-form);
  • Posting chain letters or pyramid schemes;
  • Impersonating another individual or entity;
  • Distributing viruses or other harmful computer code;
  • harvesting, scraping, or otherwise collecting information about others, including email addresses;
  • allowing any other person or entity to use your login credentials and/or identifiers for posting or viewing comments;
  • Spamming; or
  • Engaging in any other conduct that restricts or inhibits any other person from using or enjoying the Public Area or the Services, or which, in the judgment of Radial, exposes Radial or any of its customers or suppliers to any liability or detriment of any type.

Radial reserves the right (but is not obligated) to do any or all of the following to monitor prohibited uses of Public Areas:

  • Record the dialogue in public chat rooms.
  • Investigate an allegation that a communication does not conform to the terms of this Agreement and determine in its sole discretion to remove or request the removal of the communication.
  • Remove communications that are abusive, illegal, or disruptive, or that otherwise fail to comply with this Agreement.
  • Terminate a user's access to any or all Public Areas and/or the Services upon any breach of this Agreement.
  • Monitor, edit, or disclose any communication in the Public Areas.
  • Edit or delete any communication posted on the Services, regardless of whether such communication violates these standards.

Radial or its licensors have no liability or responsibility to users of the Services or any other person or entity for performance or nonperformance of the aforementioned activities.

Media Content

  • You agree to only post or upload media of any kind, including but not limited to photos, videos or audio, (“User Media Content” or “Media Content”) that you have taken yourself or that you have all rights to transmit and license and which do not violate trademark, copyright, privacy or any other rights of any other person. Uploading User Media Content of other people without their permission is strictly prohibited.
  • It is also strictly prohibited to upload Media Content that contains expressions of hate, abuse, offensive images or conduct, obscenity, pornography, sexually explicit or any material that could give rise to any civil or criminal liability under applicable law or regulations or that otherwise may be in conflict with the terms and conditions of this Agreement or our Privacy Policy at http://www.radialanalytics.com/privacy-policy.html
  • You agree that you will not upload any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or the Services.
  • By uploading any Media Content, (a) you grant to Radial a perpetual, non-exclusive, worldwide, royalty-free license to use, copy, print, display, reproduce, modify, publish, post, transmit and distribute the Media Content and any material included in the Media Content; and (b) you certify that any person pictured in the submitted Media Content (or, if a minor, his/her parent/legal guardian) authorizes Radial to use, copy, print, display, reproduce, modify, publish, post, transmit and distribute the Media Content and any material included in such Media Content
  • Radial reserves the right to review all Media Content prior to submission and to remove any Media Content for any reason, at any time, without prior notice, at our sole discretion.

Passwords

Radial has several tools that allow you to record and store information. You are responsible for keeping your passwords confidential and for taking all reasonable steps to ensure that no unauthorized person shall have access to your Radial accounts. You should notify us immediately if your password is hacked or stolen. To send us an email, use the "Contact Us" link(s) through our Services. Radial is not responsible or liable to you in any way if information is intercepted by an unauthorized person, either in transit or at your home, business or other place of access.

Indemnity

If permitted by law, (which may vary depending on the type of user), you agree to defend, indemnify, and hold Radial, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of this Agreement.

General

Radial is based in Cambridge, Massachusetts, in the United States of America, with principal offices in the same location. Radial makes no claims that Radial or any Services within the Radial network and the content are appropriate or may be downloaded outside the United States. Access to the Content may not be legal by certain persons or in certain countries. If you access the Radial network from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

The following provisions survive the expiration or termination of this Agreement for any reason whatsoever: Limitation of Liability and Releases , User Submissions, Media Content, Indemnity, Jurisdiction, and Complete Agreement, Waiver, Severability.

Jurisdiction

You expressly agree that this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA, without regard to its conflicts of laws provision. You hereby consent to the exclusive jurisdiction and venue in the state courts in Suffolk County, Massachusetts or any federal court located therein for any dispute involving Radial or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers, and content providers.

Notice and Takedown Procedures; and Copyright Agent

If you believe any materials accessible on or through the Services infringe your copyright, you may request removal of those materials (or access thereto) from the Services by contacting Radial's copyright agent (identified below) and providing the following information:

  • Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
  • Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
  • Your name, address, telephone number and e-mail address.
  • A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
  • A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.
  • A signature or the electronic equivalent from the copyright holder or authorized representative.

Radial's agent for copyright issues relating to the Services is as follows:

Radial Analytics, Inc.
Attn: Privacy Matters
50 Beharrell Street, Suite A
Concord, MA 01742
copyright@radialanalytics.com

In an effort to protect the rights of copyright owners, Radial maintains a policy for the termination, in appropriate circumstances, of subscribers and account holders of the Services who are repeat infringers.

Complete Agreement, Waiver, Severability

This Agreement and our Privacy Policy http://www.radialanalytics.com/privacy-policy.html constitute the complete and entire agreement between you and Radial with respect to the use of the Services. We will review this disclaimer frequently and reserve the right to revise it periodically. If we make changes to this policy, we will post the updated policy here.

If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Upon such determination that any of the terms or provisions of this Agreement are held to be invalid under any applicable statute or rule of law, they shall be severed from this Agreement and the remaining provisions of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties. The parties agree to replace any invalid or unenforceable provisions in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

No waiver of any of the terms and conditions in this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition in this Agreement. Any such waiver must be given in writing signed by the party against which the waiver is sought to be enforced.

For additional information

Questions or comments regarding the Services, including any reports of non-functioning links, should be submitted using our Contact Us Form or via U.S. mail to:

Radial Analytics, Inc.
Attn: Privacy Matters
50 Beharrell Street, Suite A
Concord, MA 01742
copyright@radialanalytics.com

Thank you.

Copyright © 2016, Radial Analytics, Inc. All Rights Reserved.

*** YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. ***