Last Updated: February 19, 2020
1. Introduction
This End User License Agreement (the "Terms") describe the terms and conditions and govern the access and use of
the Medallion Pay service made available by Radiqal, LLC. ("Radiqal") whether via the Radiqal Applications, Radiqal
Services, Radiqal APIs, Radiqal Web Portal or otherwise ("Service"). The Service consists of the proprietary
operating system, firmware, applications, service plans, the website associated
with the services (https://medallionpay.com) ("Radiqal Medallion Pay Website") and any software,
documentation, tools, components, and any updates thereto (including software
maintenance, service information, help content, bug fixes, or maintenance
releases) provided by Radiqal in connection with the service. Any of your
obligations set out in these Terms relating to the use of Device or the Service
are in addition and not in substitution of any other obligations imposed on you
by any "Authorized Sublicensor" (as
specifically identified therein) under any separate agreement covering purchase
or lease of such Device or Service. These Terms also include Service Providers
and Merchants selling their services or products to you in jurisdictions where the
Service is available (“Merchant”).
2. Agreement
The registration by you, the customer registering your credit card payment
method for use of our Service through a Device (as defined below), ("you" or "your"), or by
clicking to accept these Terms where this option is made available or by using
the Service to conduct a purchase transaction at a Merchant location that offers
the Service, represents your agreement to these Terms. These Terms form a
legally binding contract between you and Radiqal in relation to your use of the
Service.
3. Service
Requirements and Limitations
3.1 You may access the Service at a
Merchant location to purchase goods or services offered by the Merchant. You
may access the Service through your tablet or other
mobile or fixed form factor identified by Radiqal as compatible with and
capable of accessing and/or supporting the Service ("Device") using a wireless (Wi-Fi or cellular) connection
to the Internet. You are solely responsible for the payment of any fees that
may be imposed by your Internet/data provider. Your use of the Service accessed
wirelessly or through the Internet is subject to: (a) the terms of any
agreements you have with your Internet/data provider; and (b) availability,
transmission range and uptime of the services and any wireless equipment.
3.2 The Service does not function with
every mobile device. Radiqal may alter which Devices are approved as compatible
with the Service at Radiqal's sole discretion.
3.3 You shall at all
times comply with any operating procedures, requirements, or guidelines
regarding your use of the Service that are posted on the Radiqal Medallion Pay
Website or otherwise provided or made available to you.
3.4 You agree that Radiqal shall not
have any liability to you arising directly or indirectly from or otherwise
concerning: (a) your purchase of goods or services offered by any Merchant that
uses our Service; (b) warranty, refunds, chargebacks or disputes related to
your purchase of goods of services offered by any Merchant that uses our Services;
(c) any termination, suspension, delay or disruption of the Service (including billing
for the Service) by the Internet, any common carrier or any third party service
provider; (d) any failure, disruption or malfunction of the Service, the
Internet, or any communications network, facility or equipment beyond Radiqal
or a third party's reasonable control; (e) your failed attempts to access the
Service or to complete transactions via the Service; or (d) any failure to
transmit, obtain or collect data or for human, machine or software errors or
faulty or erroneous input by you.
4. Third Party
Services
The Service may contain links to services, products or promotions provided
by third parties and not by Radiqal ("Third Party Services"). If you decide to use Third Party Services, you
will be responsible for reviewing and understanding the terms and conditions
associated with the Third Party Services (including obtaining and maintaining
any required third party hardware and/or software that is required for the
Third Party Services to work with the Service). ANY ACCESS OF OR CONTENT
DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THIRD
PARTY SERVICES IS ACCESSED OR DOWNLOADED AT YOUR OWN RISK. RADIQAL WILL
NOT BE RESPONSIBLE FOR ANY ACTIONS OR ANY FAILURES TO ACT OF ANY THIRD PARTY,
AND EXPRESSLY DISCLAIMS ALL LIABILITY RELATED TO ANY THIRD
PARTY SERVICES. RADIQAL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME
RESPONSIBILITY FOR ANY PROVIDER OF A THIRD PARTY
SERVICE OR THIRD PARTY SERVICE ADVERTISED OR OFFERED THROUGH THE SERVICE OR ANY
HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING.
RADIQAL WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN
YOU AND PROVIDERS OF THIRD PARTY SERVICES.
5. Account
Registration
If and when prompted by Radiqal's registration
process to register and create a “Customer” account ("Account"), you agree to (a) provide true, accurate, current
and complete information about yourself, and (b) maintain and update this
information to keep it true, accurate, current and complete. If any information
provided by you is untrue, inaccurate, not current or incomplete, Radiqal has
the right to terminate your Account and refuse any and all current or future
use of the Service.
6. Maintenance
on the Service
6.1 Radiqal may perform maintenance on
the Service which may result in service interruptions, delays, or errors. Radiqal
will not be liable for any such interruptions, delays, errors, or bugs. Radiqal
may contact you in order to assist you with the Service and obtain information
needed to identify and fix any errors.
6.2 Radiqal may, at its discretion,
release enhancements, improvements or other updates to any software. If Radiqal
notifies you that such update requires an installation, you shall integrate and
install such update into your systems within 30 days of your receipt of such
notice. Failure to install any updates in a timely fashion may impair the
functionality of the software or Service. Radiqal shall have no liability for
your failure to properly install the most current version of any software or
any update, and Radiqal shall have no obligation to provide support or services
for any outdated versions.
6.3 Certain software can automatically
install, download, and/or deploy updated and/or new components, which may
include a new version of the software itself. You shall not, in any event or in
any manner, impede the update process. You agree to assume full responsibility
and indemnify Radiqal for all damages and losses, of any nature, for all
adverse results or third party claims arising from
your impeding the update process.
7. Term and
Termination
7.1 These Terms commence on the date on
which you first use the Service and continue until you a registered member of
the Service.
7.2 Radiqal may permanently or
temporarily terminate, suspend, or otherwise refuse to permit your access to
the Service without any notice and liability for any reason, including if in Radiqal’s sole determination you violate any provision of
these Terms.
7.3 Upon termination of these Terms for
any reason, you must immediately stop using the Service and your license to use
the Service provided under these Terms shall end. Upon your termination of
these Terms, Radiqal will provide you with a reasonable period
of time to allow you to extract your Account Data (defined below) that Radiqal
has stored on its servers as of the termination date. Subject to the foregoing
sentence and applicable law and card association rule requirements, Radiqal
will delete Account Data stored on Radiqal's servers
upon your termination of these Terms, and Radiqal will not be liable to you or
any third party for termination of access to the Service or deletion of your
Account Data.
7.4 The rights, obligations and
limitations of Sections 5.2, 5.4, 9.2, and 9.3, and Articles 2, 11, 13, 14, 15,
16, 17, 18, 19 and 23 will survive termination of these Terms.
8. Privacy and
Data Use
8.1 All data collected via the Service, Radiqal
Medallion Pay Website or in connection with your use of the Service, including
customer information used with or stored in or by the Service, is collected by Radiqal.
The Radiqal Privacy Policy (available at https://medallionpay.com/privacy/customer) describes Radiqal’s
collection, use, disclosure, and other practices of Radiqal in connection with
such data.
8.2 You acknowledge and agree that when
you install an application on the Device, you establish a contractual
relationship with the developer of the application. By installing an
application, you authorize and instruct Radiqal to process and transfer
personal information to facilitate your ongoing use of the application,
including the disclosure of certain categories of personal information to the
developer of the mobile application and the receipt of personal information
from the developer, as may be required by the application, until such time as
you instruct Radiqal otherwise. You are solely responsible for instructing an
application developer to cease processing and/or destroy any personal
information.
8.3 Radiqal may process personal
information to create aggregated, anonymized, or de-identified information and
use that information for its lawful business purposes, including for purposes
of creating data insights and analytics and demographic profiling.
8.4 You agree to provide reasonable
assistance to help Radiqal comply with its privacy or data protection legal
obligations, or defend against any claims or investigations, in either case, in
any way arising from or related to the Terms.
9. Protecting
Information
9.1 You are solely responsible for
ensuring that your account numbers, passwords, security questions and answers,
login details and any other security or access information used by you to use
or access the Service is kept safe and confidential. You must prevent
unauthorized access to and use of any of your information or data used with or
stored in or by the Service (collectively, “Account Data“). You are responsible for electronic
communications sent to Radiqal or to any third party
containing Account Data and for all uses of the Service in association with
your Account Data, whether or not authorized by you. Radiqal has the right to
rely on user names, password and other signor
credentials, access controls for the Service or any software provided or
approved by Radiqal to authenticate access to, and use of, the Service and any
software. You must immediately notify Radiqal if you become aware of any loss,
theft or unauthorized use of any Account Data (see Radiqal Service support
center contact information below). Radiqal reserves the right to deny you
access to the Service, in whole or in part, if Radiqal believes that any loss,
theft or unauthorized use of any Account Data or access information has
occurred.
9.2 You may submit comments or ideas
about the Service, including about how to improve the Service. By submitting
any idea, you agree that (a) Radiqal expressly disclaims any confidentiality
obligations or use restrictions, express or implied, with respect to any idea;
(b) your submission will be non-confidential; and (c) Radiqal is free to use
and disclose the idea on an unrestricted basis without notifying or
compensating you. You release Radiqal from all liability and obligations that
may arise from Radiqal's receipt, review, use or
disclosure of any portion of any idea.
10. Intellectual
Property
10.1 All right, title and interest in and
to all confidential information and intellectual property related to the
Service (including Marks, all software, the content of any materials, web
screens, layouts, processing techniques, procedures, algorithms, and methods
and any updates, changes, alterations, or modifications to or derivative works
from such intellectual property), owned, developed or licensed by Radiqal at
any time or employed by Radiqal in connection with the Service, shall be and
remain, as between Radiqal and you, Radiqal's or its
affiliates', Radiqal's vendors' or licensors' (as
applicable) sole and exclusive property and all right, title and interest
associated with the Service not expressly granted by Radiqal in these Terms are
deemed withheld. You may not use Marks in any manner, including in any
advertisements, displays, or press releases, without Radiqal's
prior written consent. "Marks" means Radiqal's
names, logos, emblems, brands, service marks, trademarks, trade names, taglines
or other proprietary designations.
10.2 You shall not, and shall not permit
any third party to: (a) decompile, disassemble, reverse engineer, or otherwise
attempt to reconstruct or discover by any means any source code, underlying
ideas or algorithms of the Service, (or any part), except to the extent that
such restriction is expressly prohibited by law; (b) modify, translate, or
alter in any manner, the Service (or any part) or the Marks; (c) create
derivative works of or based on the Service (or any part), or the Marks; (d)
except for backup and archival purposes, directly or indirectly copy the
Service (or any part); (e) republish, upload, post, transmit, disclose, or
distribute (in any format) the Service (or any part) except as permitted in
these Terms; or (f) remove, relocate, or otherwise alter any proprietary rights
notices from the Service (or any part) or the Marks.
10.3 If Radiqal provides you with copies
of or access to any software or documentation, unless otherwise expressly
stated in writing, that software and documentation is provided on a personal,
non-exclusive, non-transferable, non-assignable, revocable limited license for
the period of your subscription to the Service and solely for you to access and
use the software and documentation to receive the Service for its intended
purpose on Devices owned or licensed by you.
10.4 You shall not take any action
inconsistent with the stated title and ownership in this Section 10. You will
not file any action, in any forum that challenges the ownership of any part of
the Service, any related software, materials or documentation. Failure to
comply with this provision will constitute a material breach of these Terms.
11. Radiqal
Service Disclaimer
USE OF THE SERVICE IS AT YOUR OWN RISK AND TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND RADIQAL
DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU OR
ANY OTHER PERSON, INCLUDING ANY WARRANTIES REGARDING QUALITY, SUITABILITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SERVICE WILL
OPERATE UNINTERRUPTED OR ERROR FREE OR THAT THE SERVICE IS SECURE, FREE OF
VIRUSES OR OTHER HARMFUL COMPONENTS, OR DOES NOT INFRINGE THE RIGHTS OF ANY
PERSON.
12. Limitations
on Liability and Damages
IN NO EVENT SHALL RADIQAL OR ITS AFFILIATES OR ANY OF RADIQAL'S OR ITS'
AFFILIATES RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS,
BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL
THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY,
PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH
IS EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES
WERE FORESEEABLE OR WHETHER ANY PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
RADIQAL'S AND ITS' AFFILIATES CUMULATIVE LIABILITY FOR ALL LOSSES, CLAIMS,
SUITS, CONTROVERSIES, BREACHES OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING THOSE
ARISING OUT OF OR RELATED TO THESE TERMS AND ANY INDEMNITIES), REGARDLESS OF
THE FORM OF ACTION OR LEGAL THEORY, SHALL NOT EXCEED THE AMOUNT OF FEES
RECEIVED BY RADIQAL UNDER THESE TERMS FOR THE IMMEDIATELY PRECEDING
SUBSCRIPTION TERM.
13. Indemnity
You will indemnify, defend and hold Radiqal harmless (and Radiqal's employees, directors, agents, affiliates and
representatives) from and against any and all claims, costs, losses, damages,
judgments, tax assessments, penalties, interest, and expenses (including
without limitation reasonable attorneys’ fees) arising out of any claim,
action, audit, investigation, inquiry, or other proceeding instituted by a
person or entity that arises out of or relates to:
(a) any actual or alleged breach of your representations, warranties, or
obligations set forth in these Terms, including without limitation any
violation of our policies or the card associations' rules;
(b) your wrongful or improper use of the Service;
(c) any transaction submitted by you through the Service (including without
limitation the accuracy of any product information that you provide or any
claim or dispute arising out of products or services offered or sold to you);
(d) your violation of any third-party right, including without limitation
any right of privacy, publicity rights or Intellectual Property Rights;
(e) your use of any personal information obtained in connection with your
use of the Service or the Device, or any application used on the Device;
(f) the activities under your Account, or any other party’s access and/or
use of the Service or Device with your unique name, security photo, date of
birth (month and day), username, password, API key, or other appropriate
security code;
(g) your failure to maintain reasonable security in connection with the use
of the Service or the Device;
(h) any data breach, information security incident, or similar, arising
from your action or inaction;
(i) your violation of any law, rule or regulation of the United States or
any other country; or
(j) any other party’s access and/or use of the Service with your user
names, password and any other sign on credentials/access controls for the
Service or any software provided or approved by Radiqal to authenticate access
to, and use of, the Service and any software.
13.
Representation and Warranties
You represent and warrant that: (a) you are validly existing, in good
standing and have the right, power, and authority to enter into and perform
under these Terms;
(b) any sales transaction submitted by you (i) is genuine and arises from a
genuine sale or service that you directly conducted, (ii) accurately describes
the goods or services sold and delivered to you and (iii) represents the
correct amount of goods or services purchased by you from the merchant;
(c) you, all transactions initiated
by you and your use of the Service will comply with all federal, state, and
local laws, rules, and regulations applicable to, including any applicable tax
laws and regulations and card association rules and regulations;
(d)you will not use the Service,
directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service; and
(e) you are not engaged in and will not make payment for any illegal
activity, in the legal jurisdiction(s) in which you transact using the Service.
14. Consent to
Electronic Communication
14.1 You agree that Radiqal, its
affiliates and its third party subcontractors and/or agents, may use, in
addition to any live agent calls, an automatic telephone dialing system, an
artificial or pre-recorded voice, or both, to contact you at the telephone
number(s) you have provided, and/or may leave a detailed voice message if you
are unable to be reached, even if the number provided is a cellular or wireless
number or if you have previously registered on a Do Not Call list or requested
not to be contacted for solicitation purposes.
14.2 You consent to receiving commercial
electronic messages, including e-mail messages, SMS and text messages, and
telephone calls, from Radiqal, its affiliates and its third
party sales contractors and/or agents.
15. Amendment
Radiqal has the right to change or add to these Terms at any time, and to
change, delete, discontinue, or impose conditions on any feature or aspect of
the Service with notice that Radiqal in our sole discretion deem to be
reasonable in the circumstances, including such notice on Radiqal's
Website or any other website maintained or owned by Radiqal. Any use of the
Service after Radiqal's publication of any such
changes or providing notice shall constitute your acceptance of these Terms as
modified.
16. Assignment
These Terms, and any rights or licenses granted hereunder, may not be
transferred or assigned by you (including by operation of law, transfer of
voting control of you or otherwise) without Radiqal's
prior written consent, but may be assigned by Radiqal without restriction.
17. General
Provisions
These Terms are a complete statement of the agreement between you and Radiqal
and describe the entire liability of Radiqal and its vendors and suppliers (including
processors) and your exclusive remedy with respect to your use and access to
the Service. In the event of a conflict between these Terms and the Privacy
Policy, the Privacy Policy shall prevail. These Terms shall be governed and
construed in accordance with the laws of the State of Pennsylvania without
regard to its conflicts of laws provisions. You and Radiqal
agree to submit to the exclusive jurisdiction of the courts located within the
County of Montgomery, Pennsylvania to resolve any legal matter arising from
these Terms. If any provision of these Terms is invalid or unenforceable under
applicable law, then it shall be changed and interpreted to accomplish the
objectives of such provision to the greatest extent possible under applicable
law, and the remaining provisions will continue in full force and effect. These
Terms do not limit any rights that Radiqal may have under trade secret,
copyright, patent or other laws. Except for Radiqal's
affiliates and as otherwise stated herein, no persons shall be third party
beneficiaries to these Terms. No waiver of any provision of these Terms shall
be deemed a further or continuing waiver of such provision or any other
provision, and Radiqal’s failure to assert any right
or provision under these Terms shall not constitute a waiver of such right or
provision. Notices sent to your last known e-mail address or postal address, as
indicated in our records, shall constitute effective notice to you under these
Terms.
18. Contacting Radiqal
If you have any questions about these Terms, please contact Radiqal at support@medallionpay.com. Except as otherwise stated in these Terms, all notices
to Radiqal required or permitted in these Terms relating to the Service shall
be in writing and sent by postal mail to: Radiqal LLC., Attention: Medallion
Pay Department, 110 Gibraltar Road, Suite 222, Horsham, PA 19044. Notices shall
be effective when actually received or, if sent by
courier, when delivered.