Terms

1.1 This agreement

These terms and conditions ("Terms") are a legally binding agreement between you ("you") and Radient Inc. ("Radient", "we", "us"), covering your access to and use of our platform, applications, downloadable software, hosted services and documentation (together, the "Services").

1.2 Accepting these terms

BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

1.3 Eligibility

You represent and warrant that you are at least 18 years of age, or the age of legal majority in your jurisdiction, whichever is greater. If you are accessing or using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case "you" refers to that entity.

1.4 Changes to these terms

We may modify these Terms at any time. We will notify you of any material change by posting the revised Terms on our website, sending you an email, or providing a notification through the Services. Your continued use of the Services after such a change constitutes acceptance of it. It is your responsibility to review these Terms periodically.

2.1 What Radient provides

Radient operates a hosted platform that brokers access to third-party AI models and tools, and maintains open-source software that runs AI agents on your own device. Third-party integrations include model and tool providers reached directly and through aggregators, and the set of providers changes over time.

2.2 Local Operator, the on-device software

The Local Operator software is downloaded and installed on your device and runs AI agents locally. It is licensed under the GNU General Public License version 3.0 (GPL 3.0).

2.3 Radient Pass, the hosted service

Radient Pass is an optional hosted service you opt into. It provides API access to models and tools that the local software does not provide on its own. Third-party API terms apply to the providers reached through it.

2.4 Changes to the services

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, including the availability of any feature, database, or content, with or without notice. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

3.1 Software licence

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to download, install, and use the Local Operator software on your devices in accordance with the GPL 3.0 licence.

3.2 GPL 3.0 terms

The Local Operator software is licensed under the GNU General Public License version 3.0 (GPL 3.0), a copy of which is published at gnu.org/licenses/gpl-3.0.en.html (opens in a new tab). The GPL 3.0 licence grants you certain rights, including the right to use, copy, modify, and distribute the software, subject to certain conditions. You are responsible for ensuring compliance with the GPL 3.0 licence terms.

3.3 No warranty under GPL 3.0

AS SPECIFIED IN THE GPL 3.0 LICENSE, THE SOFTWARE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT, OR OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

3.4 Our intellectual property

Except for the rights granted in the GPL 3.0 licence, all rights, title, and interest in and to the Services, including all intellectual property rights, are and will remain exclusively with us and our licensors. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notice incorporated in or accompanying the Services.

3.5 Feedback

If you provide us with any feedback, suggestions, improvements, enhancements, or feature requests relating to the Services ("Feedback"), you grant us a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, sublicensable, and transferable licence to use, reproduce, modify, create derivative works based on, distribute, publicly display, publicly perform, and otherwise exploit such Feedback in any manner and for any purpose.

4.1 Creating an account

To access certain features of the Services, you may be required to create an account. You agree to provide accurate, current, and complete information during registration and to keep that information accurate, current, and complete.

4.2 Account security

You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this section.

4.3 Suspension and termination

We reserve the right to suspend or terminate your account and access to the Services at any time, with or without cause, and with or without notice. Upon termination, your right to use the Services ceases immediately, and you must stop using the Services and delete any copies of the software in your possession.

5.1 Complying with the law

You must use the Services in compliance with all applicable local, state, national, and international laws, rules, and regulations. You are solely responsible for ensuring that your use of the Services complies with applicable law.

5.2 Acceptable use

You agree not to use the Services to:

• Violate any applicable law, regulation, or these Terms;
• Infringe the intellectual property rights of any third party;
• Upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data;
• Send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages;
• Interfere with, disrupt, or create an undue burden on servers or networks connected to the Services;
• Attempt to gain unauthorized access to the Services, user accounts, computer systems, or networks connected to the Services;
• Harass, threaten, intimidate, or impersonate any other user of the Services or any of our employees, agents, or representatives;
• Use the Services for any illegal or unauthorized purpose;
• Generate, distribute, publish, or facilitate the creation of content that is harmful, abusive, racially or ethnically offensive, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, or in a reasonable person's view objectionable.

5.3 Technical restrictions

You agree not to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services, except to the extent such a restriction is prohibited by applicable law or permitted under the GPL 3.0 licence;
• Modify, translate, or create derivative works based on the Services, except to the extent expressly permitted by us in writing or authorized under the GPL 3.0 licence;
• Use the Services for timesharing or service bureau purposes, or for any purpose other than your own personal or internal business use;
• Remove or modify any proprietary marking or restrictive legend placed on the Services;
• Use any robot, spider, site search or retrieval application, or other device to retrieve or index any portion of the Services, or to collect information about users for any unauthorized purpose;
• Create user accounts by automated means or under false or fraudulent pretenses;
• Attempt to circumvent any technological measure we implement to protect the Services or to enforce limitations on their use;
• Develop any third-party application that interacts with the Services without our prior written consent.

5.4 API use and rate limits

If you use our APIs or integrate with third-party APIs through the Services, you agree to comply with all applicable API terms of service and rate limits. We reserve the right to limit or block API access for excessive usage or abuse.

5.5 Security vulnerabilities

You must report any security vulnerability or breach to us immediately upon discovery. You agree not to exploit a vulnerability for any purpose other than reporting it to us.

6.1 What counts as your content

"Your Content" means any data, information, material, or content you submit, upload, publish, display, link to, or otherwise make available in connection with your use of the Services, including any data processed by AI agents through the Services.

6.2 Ownership

You retain all rights, title, and interest in and to Your Content. By making Your Content available through the Services, you grant us a worldwide, non-exclusive, royalty-free licence to use, copy, modify, create derivative works based on, distribute, publicly display, publicly perform, and otherwise exploit it in order to provide, improve, and promote the Services.

6.3 Your representations

You represent and warrant that:

• You own or have the necessary rights, licences, consents, and permissions to use Your Content and to authorize us to use it as described in these Terms;
• Your Content, and our use of it, does not and will not infringe, misappropriate, or violate any third-party right, including intellectual property rights, rights of publicity, or rights of privacy;
• Your Content does not contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
• Your Content does not violate any applicable law, regulation, or rule.

6.4 Monitoring and removal

We do not control or actively monitor Your Content and make no guarantee about the accuracy, integrity, quality, or appropriateness of any content submitted to the Services. We reserve the right to review, screen, and delete content at any time and for any reason, including where we believe it violates these Terms, without prior notice to you.

7.1 Third-party services

The Services may display, include, or make available third-party content, including data, information, applications, products, services, and other materials, or provide links to third-party websites or services, including through third-party APIs ("Third-Party Services").

7.2 No endorsement

Third-Party Services are provided solely as a convenience to you. We do not control, endorse, or assume any responsibility for them. You acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any Third-Party Service.

7.3 Third-party terms

Your use of Third-Party Services may be subject to additional terms, conditions, and policies set by the third-party provider. It is your responsibility to review and comply with them.

8.1 Fees

Parts of the Services, including Radient Pass, require payment. All amounts are in U.S. dollars unless stated otherwise. You are responsible for the fees incurred on your account.

8.2 Payment processing

We use third-party payment processors to charge the payment method linked to your account. Their own terms apply to the processing of your payment. By adding funds you agree to pay the amounts shown at the time of the transaction.

8.3 How Radient Pass works

Radient Pass is a prepaid credit balance. You add funds in U.S. dollars and credits are deducted at a 1:1 ratio with the U.S. dollar cost of the models and tools you use. The minimum top-up is $5.00. Each top-up is charged a $0.30 transaction fee and a 10% service fee, both disclosed before you confirm the payment. Credits do not expire and are non-refundable.

See the fee breakdown

8.3.1 Promotional credits

We may add promotional credits to your balance, including free credit that eligible new accounts may claim after email verification and a security check, and a bonus on a first qualifying top-up. No card needed to claim free credit. These checks apply to the credit claim, not account access. The amounts, the qualifying conditions and the availability of any promotion are set by us, are published in the console at the time of the offer, and may change or be withdrawn at any time. Promotional credits spend in the same way as purchased credits. They have no cash value and are non-refundable and non-transferable.

8.4 No subscription on Radient Pass

Radient Pass is prepaid and charged per top-up. It has no subscription, no recurring charge, no billing period and nothing to cancel. Stopping use of Radient Pass does not incur a charge, and your unspent credits remain in your balance.

8.5 The Team plan

The Team plan is a recurring subscription, billed monthly per seat. It renews automatically until cancelled. Cancellation takes effect at the end of the current billing period, and you can resume the plan before then. The seat count follows your organization's active members. Billing contacts receive an invoice for each charge. Plan charges are separate from your credit balance.

8.6 Refunds and account closure

Credits are non-refundable once added to your account, because they can be consumed immediately. If you believe you have been charged in error, contact us within 30 days and we will investigate and correct it. If you delete your account, any unspent credits are forfeited. Our Refund Policy sets out the process in full.

8.7 Changes to fees and prices

We may change the transaction fee, the service fee or the minimum top-up. We will give notice through the Services or by email at least 30 days before a change takes effect. Credits already in your balance keep their 1:1 value. Per-unit prices for models and tools follow the underlying providers and can change without 30 days notice.

9.1 The services

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.

9.2 AI output

YOU ACKNOWLEDGE THAT THE AI AGENTS AVAILABLE THROUGH THE SERVICES MAY GENERATE CONTENT OR OUTPUTS THAT ARE NOT ACCURATE, COMPLETE, OR SUITABLE FOR YOUR INTENDED PURPOSE. WE DO NOT GUARANTEE THE ACCURACY, RELIABILITY, OR APPROPRIATENESS OF ANY AI-GENERATED CONTENT. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND DETERMINING THE APPROPRIATENESS AND SUITABILITY OF ANY AI-GENERATED CONTENT FOR YOUR INTENDED USE.

9.3 Third-party content

WE DO NOT CONTROL, ENDORSE, OR ADOPT ANY THIRD-PARTY CONTENT AND WILL HAVE NO RESPONSIBILITY FOR THIRD-PARTY CONTENT, INCLUDING WITHOUT LIMITATION MATERIAL THAT MAY BE MISLEADING, INCOMPLETE, ERRONEOUS, OFFENSIVE, INDECENT, OR OTHERWISE OBJECTIONABLE. YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY DEALINGS WITH THIRD PARTIES.

9.4 Internet delays

THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

10.1 Excluded damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES, INCLUDING WITHOUT LIMITATION ANY AI-GENERATED CONTENT.

10.2 Maximum liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL OUR AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICES, EXCEED THE GREATER OF (1) THE AMOUNT YOU PAID TO US FOR YOUR USE OF THE SERVICES DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (2) $100 USD.

10.3 Jurisdictional exceptions

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

11.1 Your obligation

You agree to defend, indemnify, and hold harmless us, our affiliates, licensors, and service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees, including reasonable attorneys' fees, arising out of or relating to:

• Your violation of these Terms;
• Your Content;
• Your use of the Services, including any use of the content, services, and products available through them other than as expressly authorized in these Terms;
• Your use of any information obtained from the Services;
• Your violation of any third-party right, including without limitation any intellectual property, publicity, confidentiality, property, or privacy right; or
• Any claim that Your Content caused damage to a third party.

11.2 Cooperation

We reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of those claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

12.1 Talking to us first

Before filing a claim against us, you agree to try to resolve the dispute informally by contacting us at [email protected]. We will try to resolve it informally by email. If a dispute is not resolved within 30 days of submission, you or we may bring a formal proceeding.

12.2 Arbitration

You and we agree to resolve any claim relating to these Terms or the Services through final and binding arbitration, except as set out below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in the United States county where you live or work, or any other location we agree to.

12.3 Exceptions to arbitration

Either party may assert claims in small claims court if the claims qualify. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

12.4 No class actions

YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and we agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of representative or class proceeding.

12.5 Governing law

These Terms, and any dispute arising out of or related to these Terms or the Services, are governed by and construed in accordance with the laws of the jurisdiction in which Radient Inc. is headquartered, without regard to its conflict of law principles.

13.1 Entire agreement

These Terms, together with the Privacy Policy and any other agreement expressly incorporated by reference, constitute the entire agreement between you and us concerning the Services, and supersede all prior or contemporaneous communications between you and us regarding them, whether electronic, oral, or written.

13.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason, that provision will be modified to reflect the parties' intention or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

13.3 No waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision. A waiver is effective only if in writing and signed by our duly authorized representative. Except as expressly set out in these Terms, either party's exercise of any of its remedies is without prejudice to its other remedies.

13.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent, and any attempt to do so without consent is null and void. We may assign or transfer these Terms without restriction. Subject to the foregoing, these Terms bind and benefit the parties, their successors, and permitted assigns.

13.5 Notices

Any notice or other communication we provide under these Terms, including one about a change to these Terms, will be given by posting to the Services or through other electronic communication. You agree that the agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that they be in writing.

13.6 Force majeure

We will not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, epidemics, pandemics, or shortages of transportation facilities, fuel, energy, labour, or materials.

13.7 Contact

If you have any questions about these Terms, contact us at [email protected].