Terms of Service

Terms of Service

Effective May 1, 2019

Welcome to Sirepo! This Service is operated by RadiaSoft LLC (“RadiaSoft,” “us,” “our,” or “we”). These Terms of Service (“Terms”) set forth the terms and conditions under which you are authorized to use our website software applications, and other content made available through the software and website located at https://sirepo.com (the “Service”).

To the extent additional rules or guidelines affect your use of our Service, those rules and guidelines (including our Privacy Policy) are hereby incorporated by reference into these Terms.

By using our Service, you agree to these Terms. If you do not agree to the Terms, you are not authorized to use the Services.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND RADIASOFT AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, AND INCLUDES VARIOUS LIMITATIONS AND EXCLUSIONS.

Additional Agreements

You may be required to agree to additional terms and conditions of, or agreements with, RadiaSoft (“<ß>Additional Agreements”) in order to access or use our Service. For example, all Users must agree to our Privacy Policy, and you may enter into a services agreement with us. We may refer to capitalized terms that are defined in those Additional Agreements, and if undefined here, these capitalized terms will have the same meaning as in such Additional Agreement. If there is a conflict between these Terms and any Additional Agreement, the terms of the Additional Agreement will control with respect to our use of or access to the Service.

Your Representations

As a condition of your right to use our Service, you represent and warrant that you are of legal age to enter into a binding contract, and that you are not a person barred from accessing the Service or using the Service under the laws of the United States or another country, or by us. If you are an individual who is entering into these Terms on behalf of an entity, you represent and warrant that you have the power to bind that entity, and you hereby agree on that entity’s behalf to be bound by these Terms, with the terms “you,” and “your” applying to you, that entity, and other users accessing the Services on behalf of that entity.

Further, you represent and warrant that to the extent you provide any information, including without limitation any Personal Data and User Content (as defined herein) that you have all necessary rights and authorization to provide that information to us and use it to provide the Service, and that your sharing of such information does not violate any confidentiality or other legal obligations, or the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, breaches or conflicts with any obligation, such as a confidentiality obligation, or contains libelous, defamatory, or otherwise unlawful material.

Third-party Information and Services

We may link to or make certain third-party content and services available on our Service. For example, we may enable third-party single sign-on capability through Github. These services are operated by third parties, not RadiaSoft. Accordingly, your use of any features and other content or services provided by, or links to other services on the Internet that are owned and operated by third parties, is not governed by these Terms.

You acknowledge and agree that we are not responsible for the availability of, or any content located on or through, any third-party service, or any services provided by third parties, including any third-party APIs or other code operated by third parties and that is available through our Service. You further acknowledge that any reliance on representations and warranties provided by any party other than RadiaSoft will be at your own risk. You expressly agree to hold us harmless for any claims of damage arising from any content, product or service provided by any third party.

Intellectual Property Ownership

The Service is the property of RadiaSoft, its Users, or licensors, as described below.

All trademarks, service marks, logos, trade names, and any other proprietary designations of RadiaSoft (the “Marks”) used on the Service are trademarks or registered trademarks of RadiaSoft or its licensors. All goodwill generated from the use of Marks will inure to the exclusive benefit of RadiaSoft or such licensors. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of the parties who own them. RadiaSoft reserves all rights to the Marks not expressly granted herein.

All Personal Data and other information Users provide to RadiaSoft through the Service is the property of the User. By uploading any Personal Data you hereby grant us a perpetual, limited license to collect, use, analyze, and otherwise process such information as set forth in these Terms, our Privacy Policy, and as otherwise necessary to provide the Service. Notwithstanding the foregoing, you further grant us a perpetual,irrevocable license to use, modify, analyze, disclose, and otherwise process any anonymized data.

All content, images, files, algorithms, simulations, etc. uploaded to the Service by our Users (“User Content”) is the property of the User. By uploading any User Content you grant us, our affiliates, related entities and permitted assignees a non-exclusive, perpetual, worldwide, royalty-free, sublicensable (as set forth below) license to such User Content as necessary to provide our Service and use in connection with our internal diagnosis, analysis, and improvement of the Service, for customer support, and in accordance with any request or authorization you may make from time to time (including, if you choose to publish or grant other Users access to such User Content through the Service, a nonexclusive, worldwide license to use, display, and perform such User Content in connection with our provision of the Service). RadiaSoft may but is not obligated to, review User Content and may delete or remove User Content (without notice) from any of the Services in its sole discretion.

Intellectual Property Licenses

The Service, its components, and information available through the Service are licensed to you on the condition that you comply with these Terms, and subject to the following licenses:

  • Generally, RadiaSoft grants you a personal, limited, non-exclusive, non-transferable, freely revocable license to access and use the Service (except the Source, and User Content which are licensed separately below). Except as permitted under the OS Licenses, or otherwise under this Agreement, you may not resell, sublicense, modify, distribute, create derivative works, or otherwise use or access the Service, or any Personal Data or User Content.
  • The Radisoft analytics engine and source code powering the Service, and its component APIs (“Source”) are licensed to you under the Apache License, Version 2.0, and other licenses set forth here (the "OS Licenses"). You may not use the Source except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0. Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.
  • You are granted a personal, non-exclusive, revocable, limited, non-transferable, license to access and use any User Content made available to you through the Service solely connection with your authorized use of the Service, and subject to any terms and conditions licenses of any third party licensors (e.g. the license terms set by the User that owns such User Content). Unless a User shares or publishes User Content with you or the public, you have no license to access or use User Content and any such access or use is strictly prohibited.

Modifications and Interruption to the Service

We reserve the right to modify or discontinue all or any portion of our Service, or any features thereof, with or without notice to you. Except as set forth in an Additional Agreement, we will not be liable if we choose to exercise this right. You acknowledge and accept that we do not guarantee continuous, uninterrupted or secure access to our Service, or that operation of our Service will be uninterrupted or error free. You understand that usage of our Service may be interfered with or adversely affected by numerous factors or circumstances outside of our control.

Security

RadiaSoft uses reasonable security measures to maintain the security of our Service. The security of the data collected through our Service, including all Personal Data, also depends in part upon you. For example, RadiaSoft cannot control to whom you give your password and cannot be responsible for activities that occur because you provided your username and password to another party. In addition, RadiaSoft is not responsible for any third party’s use of our Service and whether that third party’s use or your use of our Service is in compliance with laws rules and regulations applicable to that third party and you.

User Feedback

All communications, feedback, questions, comments, suggestions, proposed features, and the like, but excluding any proprietary information in your User Content (collectively “Feedback”) will be considered non-confidential and non-proprietary with regard to you, but we reserve the right to treat any such Feedback as the confidential information of RadiaSoft. By submitting Feedback to us, you assign to use, free of charge, a perpetual, irrevocable, worldwide license to create derivative works, distribute, reproduce, perform, display, and otherwise use, any intellectual property rights or proprietary information and ideas contained within any such Feedback, including without limitation the right to sublicense or assign any of the foregoing. We will be entitled to use any Feedback you submit to us, and any ideas, concepts, know-how or techniques contained in any such Feedback, for any purpose whatsoever, including but not limited to developing and marketing products and services using such Feedback without restriction and without notifying or compensating you in any way. Please do not send us any information or materials for which you do not wish to grant us such rights, including, without limitation, any confidential information or any original creative materials such as product ideas, written materials, photographs, original artwork, or computer code. You are responsible for the information and other content contained in any Feedback you submit to us.

Restricted Activities

You agree not to use the Service to:

  1. violate or encourage the violation of any local, state, national, or international law;
  2. collect or store personal data of any individuals or other Users of our Service without authorization;
  3. impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
  4. send any message that is unlawful, libelous, defamatory, abusive, sexually explicit, threatening, vulgar, obscene, profane, racially offensive, or otherwise objectionable, as determined by RadiaSoft in its sole discretion;
  5. infringe any patent, trademark, trade secret, copyright, right of publicity or other right of any party;
  6. disrupt or interfere with the security or use of the Service or any Service linked to it;
  7. interfere with or damage the Service, including, without limitation, through the use of viruses, Trojan horses, harmful code, denial of service attacks, packet or IP spoofing, forged routing or email address information or similar methods or technology, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
  8. use or attempt to use another User’s account, impersonate another person or entity, misrepresent your affiliation with a person or entity, including (without limitation) RadiaSoft or create or use a false identity;
  9. attempt to obtain unauthorized access to the Service or portions thereof that are restricted from general access;
  10. use any meta tags or any other “hidden text” utilizing the RadiaSoft name, trademarks, or product names;
  11. attempt to reverse engineer or otherwise derive or obtain the code in any form for any software used in the Service;
  12. allow, enable, or otherwise support the transmission of unsolicited, commercial advertising or solicitations via email (spam);
  13. engage in an activity that interferes with any third party’s ability to use or enjoy the Service; or
  14. assist any third party in engaging in any activity prohibited by these Terms.

Further, without our written consent, you may not:

  1. reproduce, duplicate, copy, sell, resell, or exploit for any unauthorized commercial purpose any User Content or any use of or access to the Service;
  2. use any high volume, automated, or electronic means (including, without limitation, robots, spiders, scripts, or other automated devices) to access the Service or monitor or copy our web pages or the content contained thereon;; or
  3. frame the Service, place pop-up windows over its pages, or otherwise affect the display of its pages.

Disclaimer of Warranties and Limitation of Liability

RADIASOFT, ITS RELATED ENTITIES, ITS SERVICE AND INFORMATION PROVIDERS, ITS LICENSORS, AND ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “RADIASOFT PARTIES”) SHALL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, FOR THE ACCURACY, COMPLETENESS, TIMELINESS, PRESENTATION OR AVAILABILITY OF INFORMATION OR FOR ANY DECISION MADE OR ACTION TAKEN, BY YOU OR USERS OF OUR SERVICE, WHETHER DIRECTLY OR INDIRECTLY, IN RELIANCE UPON THE INFORMATION ON OR THROUGH OUR SERVICE, OR FOR INTERRUPTION OF ANY DATA FLOWS, INFORMATION TRANSMISSION, OR ANY OTHER ASPECT OF THIS SERVICE. THE RADIASOFT PARTIES SHALL HAVE NO LIABILITY FOR YOUR OR ANY OTHER PARTY’S INVESTMENT DECISIONS. FURTHER, THE RADIASOFT PARTIES MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, OR SERVICES CONTAINED ON THIS SERVICE. THE RADIASOFT PARTIES CANNOT GUARANTEE AND SHALL HAVE NO LIABILITY FOR THE TIMELINESS, DUPLICATION, OR DELAYS IN RELATION TO OUR PROVISION OF THE SERVICE.

TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT BETWEEN YOU AND RADIASOFT, THE RADIASOFT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, RELATED TO OUR SERVICE. YOU UNDERSTAND AND AGREE THAT YOUR USE OF OUR SERVICE IS AT YOUR OWN RISK. ALL INFORMATION, SERVICES, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.

FOR THE AVOIDANCE OF DOUBT, UNDER NO CIRCUMSTANCES, WILL ANY OF THE RADIASOFT PARTIES BE LIABLE TO YOU OR TO ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR ANY LOSS, INJURY, LIABILITY OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF, INABILITY TO USE, OR RELIANCE ON OUR SERVICE OR ANY CONTENT, PRODUCT OR SERVICE PROVIDED TO YOU THROUGH OR IN CONNECTION WITH OUR SITE ABSENT AN EXPRESS, WRITTEN AGREEMENT BETWEEN YOU AND RADIASOFT. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS PRINCIPAL OR REVENUE, BUSINESS INTERRUPTION, BUSINESS REPUTATION OR GOODWILL, LOSS OF PROGRAMS OR INFORMATION OR OTHER INTANGIBLE LOSS ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE SERVICE, OR INFORMATION, OR ANY PERMANENT OR TEMPORARY CESSATION OF SUCH SERVICE OR ACCESS TO INFORMATION, OR THE DELETION OR CORRUPTION OF ANY CONTENT OR INFORMATION, OR THE FAILURE TO STORE ANY CONTENT OR INFORMATION. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS—EVEN IF ANY RADIASOFT PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES—AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE RADIASOFT PARTIES UNDER SUCH CIRCUMSTANCES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

You acknowledge that you may have or may in the future have claims against us which you do not know or suspect to exist in your favor when you agreed to these Terms and which if known, might materially affect your consent to these Terms. You expressly waive all rights you may have under Section 1542 of the California Civil Code, which states:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

IF THIS CLAUSE IS HELD TO BE UNENFORCEABLE IN WHOLE OR IN PART IN ANY JURISDICTION DUE TO RELEVANT LAWS, THEN IN NO EVENT SHALL OUR OR THE RELEASEES’ TOTAL LIABILITY TO YOU EXCEED $100.00. NOTHING IN THIS CLAUSE SHALL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE.

Representations, Warranties and Indemnification

You represent and warrant to RadiaSoft that: (i) you have the full power and authority to enter into and perform your obligations under these Terms; (ii) your assent to and performance of your obligations under these Terms do not constitute a breach of or conflict with any other agreement or arrangement by which you are bound, or any applicable laws, regulations or rules; (iii) these Terms constitute legal, valid and binding obligations on you, enforceable in accordance with their terms and conditions; (iv) you will not infringe the patent, copyright, trademark, trade secret, privacy, right of publicity, or other intellectual property or proprietary right of RadiaSoft or any third party in your use of the Service; and (v) you will comply with all applicable laws, rules, and regulations in your use of the Service, including these Terms.

You agree to indemnify and hold the RadiaSoft Parties harmless from any claim or demand, including reasonable attorney’s fees and costs, made by any third party due to or arising out of your use of our Service, or other use of our Service in a manner not permitted by these Terms, including without limitation your actual or alleged violation of these Terms, or infringement of a third party’s intellectual property or other rights by you or another user of our Service under your account.

Decisions based on information contained in the Service are the sole responsibility of the User, and as consideration for access to the Service, you agree to indemnify, defend and hold RadiaSoft and its affiliates harmless from and against any claims whatsoever and of any nature for damages arising from any decisions that you make based on such information.

Governing Laws

The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado, U.S.A. as such laws apply to contracts between Colorado residents performed entirely within Colorado. Each party agrees that it will only bring any action or proceeding arising from or relating to this Agreement in the federal court in the District of Colorado, located in Denver, Colorado or in the state courts in Boulder, Colorado U.S.A., and you irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts by RadiaSoft.

Dispute Resolution

By entering into Terms, you hereby irrevocably waive any right you may have to join claims with those of others in the form of a class action or similar procedural device. Any claims arising out of, relating to, or connected with these Terms must be asserted individually.

You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of relating to, or connected with your use of the Service must be filled within one calendar year after such claim or cause of action arises, or forever be barred. If a claim proceeds in court, we each waive any right to a jury trial.

Compliance with Laws

You assume all knowledge of applicable law and you are responsible for compliance with any such laws. You may not use the Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements.

Other Terms

Assignment – These Terms will be binding upon each party hereto and its successors and permitted assigns. These Terms are not assignable or transferable by you without the prior written consent of RadiaSoft. You agree that these Terms and any other agreements referenced herein may be assigned by us, in our sole discretion, to a third party in the event of a merger or acquisition, or otherwise.

Integration – These Terms (including all of the policies described in these Terms, which are incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersede all prior and contemporaneous agreements and understandings between the parties regarding its subject matter.

Waiver – No failure or delay by a party in exercising any right, power or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

Severability – If any provision of these Terms is determined by a court of law to be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent, and the invalid provision will be modified as necessary to make it valid and enforceable while as closely as possible reflecting the original intentions of RadiaSoft.

Limitation – You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Service or relating to these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

No Relationship – You and RadiaSoft are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these Terms.

Attorney’s Fees – To the extent permitted under applicable law, the prevailing party in any proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees, and reasonable attorneys’ fees, including costs and fees on appeal.

Force Majeure – RadiaSoft will not be liable for any failure or deficiency in the performance or availability of the Service by reason of the occurrence of any event beyond our reasonable control, including without limitation, a labor disturbance, an Internet outage, interruption of service, communication outage, failure by a service provider to RadiaSoft, fire, terrorism, natural disaster, or war.

Changes to These Terms

We reserve the right, at any time, to modify, alter, or update these Terms without prior notice. You are encouraged to check this page regularly for changes to the Terms. Modifications will become effective immediately upon being posted to the Service, without further notice to you. Your continued use of any of our Service after such modifications are posted constitutes your acknowledgement and acceptance of such modifications, and you may not amend these Terms.

Notice for California Users

Under California Civil Code Section 1789.3, California users of our Services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Contact Us

If you have any questions about these Terms, please feel free to contact us at:

support@radiasoft.net
3380 Mitchell Ln.
Boulder, CO 80301