RADIUS NETWORKS TERMS OF SERVICE

Radius Networks, Inc. provides a platform to enable Customers (“Customer”) to use and manage Flybuy applications and solutions with their end customers (“End Customers”), as well as related professional and support services (each a “Radius Networks Product”). The agreement and/or order form (“Order Form”) executed by Customer and Radius Networks, Inc. or any of its affiliates (collectively “Radius Networks”), which confirms Customer’s subscription and fees (“Subscription Fees”) for use of any Radius Networks Product and these Radius Networks Terms of Service (“Terms of Service”) form a binding agreement (“Agreement”) between Radius Networks and Customer, and governs Customer’s use of the Radius Networks Product(s).  

1. ACCEPTANCE OF TERMS.  By using the website at www.flybuy.com or any portion of the site (the “Site”), Radius Networks Products, or any related services provided by Radius Networks, Customer agrees to these Terms of Service. Customer may be subject to additional guidelines, rules, policies or other terms posted here or as noted on any other related Radius Networks documentation. Radius Networks Products, Sites, and services are only available to appropriately aged individuals as declared by the country where they are from both, outside or within the United States.  If unsure about what is considered an appropriate age, please check the respective country’s consent age online or at least start with this list. If still unsure, please feel free to contact us and we will do our best to help.

    

2. REGISTRATION & SUBSCRIPTION. Radius Networks grants Customer a non-transferable, non-exclusive right to access and use those Radius Networks Products described on Order Form(s), solely for the duration of the Subscription Term set forth in Order Form(s) and only for Customer’s internal business purposes of using Radius Networks Products and for which applicable subscription fees have been paid to Radius Networks (an “Authorized Facility”). Radius Networks Products may only be used by End Customers, and employees of Customer who are authorized by Customer, to access the Radius Networks Products on Customer’s behalf (“Authorized Users”). To use some of the features on the Site, or Services, an account may be required. If required, any required fields that are submitted as part of the account creation and/or registration process must be accurate and complete and each Authorized User must have a unique user ID and password combination for using Radius Networks Products (“User Account”). Multiple individuals shall not share a User Account. New User Accounts may be set up for new Authorized Users in replacement of User Accounts that have been deactivated for individuals who no longer require use or management of Radius Networks Products.

    

3. API USAGE. When applicable, Radius Networks may at its sole discretion restrict and limit access to API calls. Customer agrees to abide by these limitations (such as daily usage quotas). Customer agrees not to use methods (such as using multiple IP addresses) to get around these limitations. Customer also agrees to make reasonable good faith efforts to ensure that others’ uses of any tools or software Customer creates that use the Radius Networks API do not result in any of the prohibited uses under these Terms of Service. Radius Networks, in its sole discretion, may at any time change the specifications of or restrict or limit access to the APIs. Radius Networks may suspend or throttle Services until we believe the number of API calls will not exceed capacity limitations. Customer will not take steps to circumvent any technical measures Radius Networks may put in place to implement throttling or suspension. Customer may not use the Site or the Radius Networks API for customer or lead generation, general marketing and sales research, inclusion in paid services or real-time ad targeting. Radius Networks reserves the right, in its sole discretion, to notify and charge additional fees for use of, or access to, exceeding levels of service around the Radius Networks API or any portion of the services provided by it. Customer may not use any portion of the services or data provided through the Radius Networks API to (a) offer any product or service that competes with Radius Networks, (b) provide third parties with any of the data except in conjunction with a product or service of Customer owns, or (c) provide any of the data to third parties in bulk. Customer may not systematically query the Radius Networks API in a manner to obtain and cache all data outside of Customer ownership.

    

4. AVAILABILITY. Radius Networks will use commercially reasonable efforts to make Radius Networks Products available 24 hours a day, 7 days a week, except for: (a) planned downtime, which will be scheduled to the extent practicable during a standing maintenance window of 05:00a to 07:00a UTC on weekdays or announced in advance (posted on the Radius Networks Status page or otherwise communicated to Customer); (b) emergency downtime, which may or may not be scheduled during a standing maintenance window of 05:00a to 07:00a UTC on weekdays (posted on the Radius Networks Status page or otherwise communicated to Customer); or (c) any unavailability caused by circumstances beyond the reasonable control of Radius Networks, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Radius Networks), actions or inactions of Customer or any third party, equipment, software, or other technology created or used by Customer or any third party, or Internet service provider failures or delays.

    

5. SUPPORT SERVICES. Radius Networks will provide support services via online ticketing tool, email, or toll-free number.  Support services shall be made available from 10:00a to 12:00p UTC on weekdays.  Radius Networks may revise the Support Policy from time to time at Radius Networks’s discretion. 

• ​​Web Ticketing Tool https://support.radiusnetworks.com/hc/en-us/requests/new  
• Email support@radiusnetworks.com
• Toll Free Number +1 (833) 654-0066

6. RESTRICTIONS. Customer shall not: i) remove or alter any copyright notices or other proprietary facets contained in any Radius Networks Product; ii) alter, disassemble, decompile, or reverse engineer any Radius Networks Product; iii) create Internet “links” to any unapproved Radius Networks Product; iv) reproduce, distribute, “frame”, or “mirror” any part of any Radius Networks Product on any other computer system; v) access or copy Radius Networks Product in order to build a similar or competitive product or service; vi) make any Radius Networks Product accessible or available to any third party without permission; vii) copy, sell, redistribute, or otherwise transfer Radius Networks Products, Customer’s access thereto, or any materials provided to Customer in connection with Radius Networks Products; viii) take action that interferes or may interfere with operations of Sites or Radius Networks Product; ix) use Radius Networks Product in violation of any law or regulation, including United States export control laws and associated regulations; or x) use Radius Networks Products, Sites, or services in any unauthorized manner, at the discretion of Radius Networks. Customer is responsible for all Customer, End Customer, and Authorized User activities occurring during use of Radius Networks Product. Customer represents and warrants that all registration information provided by Customer is true, complete, and accurate, and Customer will notify Radius Networks of any changes and keep such information true, complete, and accurate for the Subscription Term. Customer shall promptly notify Radius Networks of any known or suspected breach of security or use of Radius Networks Products in breach of this Agreement (including unauthorized use of User Accounts). Customer shall promptly notify Radius Networks of any known or suspected breach of security or use of Radius Networks Product in breach of this Agreement or breach of security (including unauthorized use of User Accounts). 

7. TERM. Radius Networks may terminate the Subscription Term, or suspend Customer’s subscriptions to Radius Networks Products: i) if applicable Subscription Fees have not been paid; or ii) Customer is in material breach of this Agreement. Radius Networks will promptly notify Customer of any suspension and will work with Customer in good faith to resolve the issue(s) which prompted suspension. In no event will any such termination or suspension give rise to any liability of Radius Networks to the Customer for a refund or damages. Radius Networks reserves the right to assess a reconnection fee in the event the suspension results from Customer’s failure to pay the applicable Subscription Fees or Customer’s intentional violation of this Agreement. Termination and/or suspension is without prejudice to other remedies available to Radius Networks for any violation of this Agreement by Customer. Upon termination of the Subscription Term, Customer and its Authorized Users will immediately discontinue use of Radius Networks Products and, at Radius Networks’s option, return or destroy all documentation.

    

8. DATA & PRIVACY POLICIES. Customer is responsible for acquiring and maintaining computer systems and telecommunication services necessary to use Radius Networks Products. Customer owns all rights in and to its Customer data (“Customer Data”) input into any Radius Networks Product for Customer’s use of Radius Networks Products, Site, and services. Radius Networks shall collect and use the least amount of Customer Data possible solely for the purposes of providing Radius Networks Products, Sites, and services. Customer hereby grants to Radius Networks, a fully paid up, irrevocable, perpetual, worldwide license to copy and use Customer Data to fulfill Radius Networks’s obligations under this Agreement and relevant Order Form(s), and as permitted by Radius Networks’s Privacy Policy. Radius Networks shall have the right to use Customer Data in generic, anonymized, and aggregate forms (a) to provide its products and services to Customer; (b) for internal diagnostic and analytic purposes; and (c) to improve its products and services. Radius Networks reserves the right to revise or modify its general practices and procedures regarding storage of Customer Data. In the event of loss or corruption of Customer Data, Radius Networks’s liability is limited to restoring Customer Data within the Radius Networks Product to the status of Radius Networks’s most recent uncorrupted back-up of the Radius Networks Product database. Radius Networks maintains administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data in accordance with Radius Networks’s privacy policy (https://www.flybuy.com/privacy-policy) and in accordance with applicable privacy laws and regulations. Both Radius Networks and Customer will comply with all applicable privacy and data protection laws and regulations with respect to any of the services and performance of its obligations under these terms and conditions. Upon Customer’s written request, if received within five (5) days of termination of the Subscription Term and so long as Customer is not in default of any of its obligations under this Agreement, Radius Networks will make the Customer Data available to Customer within thirty (30) days of the request in a reasonable file format selected by Radius Networks. Thereafter, Radius Networks shall have no obligation to retain Customer Data.

    

9. SHORT CODE MESSAGING.  Radius Networks may leverage a Short Code to send messages to End Customers and Authorized Users on behalf of Customer.  The following notice may be provided by Customer and/or Radius Networks to End Customers and/or Authorized Users (here as “You”) in order to facilitate use of Radius Networks Products:

• • When you opt-in to the service, we will send you an SMS message to confirm your signup.
  • You can cancel the SMS service at any time (“opt-out”). Just text “STOP” to 38245. After you send the SMS message “STOP” to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.
  • If at any time you forget what keywords are supported, just text “HELP” to 38245. After you send the SMS message “HELP” to us, we will respond with instructions on how to use our service as well as how to unsubscribe.
  • We are able to deliver messages to the following mobile phone carriers: Major carriers: AT&T, Verizon Wireless, Sprint, T-Mobile, MetroPCS, U.S. Cellular, Alltel, Boost Mobile, Nextel, and Virgin Mobile. Minor carriers: Alaska Communications Systems (ACS), Appalachian Wireless (EKN), Bluegrass Cellular, Cellular One of East Central IL (ECIT), Cellular One of Northeast Pennsylvania, Cincinnati Bell Wireless, Cricket, Coral Wireless (Mobi PCS), COX, Cross, Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI, Golden State, Hawkeye (Chat Mobility), Hawkeye (NW Missouri), Illinois Valley Cellular, Inland Cellular, iWireless (Iowa Wireless), Keystone Wireless (Immix Wireless/PC Man), Mosaic (Consolidated or CTC Telecom), Nex-Tech Wireless, NTelos, Panhandle Communications, Pioneer, Plateau (Texas RSA 3 Ltd), Revol, RINA, Simmetry (TMP Corporation), Thumb Cellular, Union Wireless, United Wireless, Viaero Wireless, and West Central (WCC or 5 Star Wireless). ***Carriers are not liable for delayed or undelivered messages***
  • As always, message and data rates may apply for any messages sent to you from us and to us from you. You will receive a message for every order created and subsequent messages for pickup instructions. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. For all questions about the services provided by this short code, you can send an email to flybuy-support@radiusnetworks.com.
  • If you have any questions regarding privacy, please read our privacy policy: https://www.radiusnetworks.com/privacy-policy
    
    10. CONFIDENTIALITY. Confidential Information shall include any and all non-public information and know-how disclosed by a party to the other party in connection with this Agreement or relevant Order Form(s) and use of Radius Networks Products, Sites, and services, whether orally or in written or electronic form, or in any other form that is either designated as proprietary and/or confidential or, by the nature of the circumstances surrounding disclosure, should in good faith be treated as proprietary and/or confidential, including without limitation the disclosing party’s proprietary software, and information regarding the disclosing party’s research and development and business affairs or the personally identifiable information of the Customer’s End Customers or Authorized Users. Each party shall hold in trust for the other, and shall not disclose to any other party, any Confidential Information of the other. Each party will (i) use the Confidential Information of the other exclusively to perform Services pursuant to this Agreement, and (ii) take all precautions necessary to safeguard the confidentiality of the Confidential Information. Neither party shall disclose, in whole or in part, the Confidential Information of the other to any third party, for a period of three (3) years from the date of termination of this Agreement unless (1) the Confidential Information (i) is or becomes public knowledge through no fault of the receiving party; (ii) was previously in the possession of the receiving party free of any obligation of confidentiality at the time of the communication; (iii) is independently developed by the receiving party; or (2) the receiving party is ordered to disclose the Confidential Information by a court or other governmental authority. Furthermore, each party shall instruct its employees to maintain such Confidential Information, which shall not be disclosed at any time except as authorized under this Agreement. In the event of any inconsistencies between this provision and any (Non Disclosure) Agreement entered into between the Parties covering these Services, the terms of such (Non Disclosure) Agreement shall govern. 
    
    11. RIGHTS. Radius Networks own all right, title and interest in: i) Radius Networks Products and all intellectual property embodied therein (including but not limited to all software text, embedded hardware, graphics, images, audio and visual information, online tutorials, documents, specifications, and materials made available to Customer); and ii) any recommendations, suggestions, enhancement requests, ideas, or other information related to any of Radius Networks Products or services.  Radius Networks Products, services, and Sites are provided “AS IS.” Except as expressly provided in these Terms of Service, no part of Radius Networks Products, services, and Sites may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
    
    12. RESPONSIBILITIES. Customer agrees that it will cooperate reasonably with Radius Networks in connection with the performance of the Services, including the provision of appropriate facilities and access to appropriate personnel necessary for Radius Networks’s performance hereunder. Customer will perform or fulfill all obligations required to be performed or fulfilled by Customer under this Agreement. Customer acknowledges that if it fails to provide assistance and perform or fulfill its obligations in accordance with this Agreement, Radius Networks’s ability to provide the Services and meet the schedule and any milestones set forth in this Agreement may be adversely affected.
    
    13. WARRANTIES. Radius Networks Products and services shall be delivered in a good and efficient manner, in all material respects in conformance with the specifications.  Customer’s sole remedy and Radius Networks’ sole obligation in the event of a breach of the foregoing warranty shall be for Radius Networks to repair or replace the Products and/or re-perform the Professional Services to cause them to conform with the specifications.  EXCEPT FOR THE EXPRESSED WARRANTIES DESCRIBED IN THIS SECTION, Radius Networks DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
    
    14. LIMITATION OF LIABILITY. Radius Networks’ maximum, aggregate liability to Customer under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts actually paid by Customer for the applicable Products and Professional Services during the preceding 12 months.  Radius Networks will have no liability for any claim of patent, copyright, or trade secret infringement based on: (a) use of the Products and Professional Services in any form, by any user or other third party accessing Products and Professional Services through Customer other than the original, unmodified form provided by Radius Networks; (b) any person or entity enforcing or seeking to enforce intellectual property rights it owns, controls or for which it has the right to enforce, but which does not manufacture, produce, make, have made, offer to sell and/or sell technology, services or products (“Third Party Products”) utilizing or based on the technology that is the subject of such intellectual property rights or where such Third Party Products constitute less than ten percent (10%) of such person or entity’s annual gross revenue; or (c) use of the Products and Professional Services in combination with anything not supplied or permitted by Radius Networks.  Radius Networks shall not be liable for any indirect, incidental, consequential or punitive damages or any damages whatsoever arising from loss of use, data or profits, whether arising out of or in connection with this Agreement or the use or performance of Radius Networks’ Products or services.

15. INDEMNIFICATION. Customer hereby agrees to indemnify, defend, and hold Radius Networks, its officers, directors, shareholders, agents, employees, and representatives and all of its persons acting by, through, and under, or in concert with them, harmless against all losses, damages, claims, liabilities, and expenses (including legal fees) (collectively “Claims”) resulting from (a) any of Customer’s acts or omissions or the acts or omissions of its employees, customers, agents, subcontractors and other users hereunder; (b) Customer’s breach of this Agreement, negligent acts or omissions, or willful misconduct in performing under this Agreement; and (c) claims that materials supplied by Customer infringe, misappropriate or conflict with the rights of third parties.  Customer is responsible under this Section, and any other Sections in reference to liabilities, for the actions of its employees, customers, agents, subcontractors, and other users.  Customer shall defend any action, suit, or proceeding brought against Radius Networks alleging intellectual property infringement of any patent, trademark, or copyright of a third party, and Customer shall indemnify and hold Radius Networks and all of its persons harmless against damages finally awarded against Radius Networks, costs, expenses, and losses in connection with any such action, suit, or proceeding.

16. NOTICE. Radius Networks may provide notices to Customer by email (hello@flybuy.com), mail, or courier, in each case to Customer’s email or postal address as recorded in Radius Networks’s account information. Notices to Radius Networks must be sent by mail or courier to Radius Networks, Inc., 3299 K St. NW, Suite 400, Washington, DC 20007, and Attention: Corporate Department. Notices sent by email will be effective 24 hours after emailing unless the email was not delivered due to technical issues. Other Notices are effective upon receipt. 

17. GOVERNING LAW AND ARBITRATION. The validity, interpretation, and enforcement of these terms and conditions will be governed by and construed in accordance with the laws of the United States and of the State of Delaware.  Disputes arising out of or relating to these terms and conditions will be submitted to the exclusive jurisdiction of the state or federal courts of competent jurisdiction located in the District of Columbia, and each Party irrevocably consents to such personal jurisdiction and waives all objections to this venue.  The parties shall make all reasonable efforts to amicably resolve disputes before resorting to arbitration. Except as otherwise provided in this Agreement, all disputes arising in connection with this Agreement will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”) by three arbitrators appointed in accordance with the ICC Rules.  The place of arbitration will be in the District of Columbia, unless otherwise mutually agreed by the Parties. The arbitration will be conducted in English. The award of the arbitrators (i) will be the exclusive remedy between the Parties regarding any claims, counterclaims, issues or accounting presented or pled to the arbitrators; and (ii) will be made, and will be promptly payable free of any tax, deduction or offset.  The limitations on damages set forth in Article 9 (Limitation of Liability) shall apply, and the prevailing Party shall be entitled to recover its costs and expenses associated with such proceeding including its reasonable attorney’s fees.  The award will include interest from the date of any damages incurred for breach of the Agreement and from the date of the award until paid in full, at a rate to be fixed by the arbitrators, but in no event less than one percent (1%) per month or the maximum allowed by law if less.
    
    
18. MISCELLANEOUS. These Terms of Service and the applicable Agreement and Order Form(s) (“Agreement”) are the final and complete agreement between the parties with respect to Customer’s use of the Radius Networks Product, Sites, and services.  In the event of any inconsistencies between this provision and any Agreement or Order Form(s) entered into between the Parties covering these Services, the terms of such Agreement or Order Form(s) shall govern. 
    
    
19. CHANGE. Radius Networks may revise these Terms of Service from time to time at Radius Networks’s discretion. Customer is responsible for reviewing these Terms frequently and to remain informed of any changes for Customer and its employees, End Users, and other affiliates. The then-current version will supersede all earlier versions. Customer agrees that the continued use of the Radius Networks Products, sites, and services after such published changes will constitute acceptance of the changes.

Last updated in April 2024.