Radiqal Customer Terms

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.