Radium Terms of Service
These Terms of Service ("Terms") govern your access to and use of the products, services, and APIs provided by Radium Enterprise AI ("Radium," "we," "us," or "our"), including any services available through the radium.cloud domain (collectively, the "Services"). These Terms apply to the individual or entity accessing or using the Services ("you" or "Customer").
By creating an account, accessing, or using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
If you have entered into a separate written agreement with Radium (such as an Enterprise Agreement or Master Services Agreement), that agreement governs in the event of conflict with these Terms.
Radium Enterprise AI357 Bay St., Toronto, ON M5H 4A6Email: legal@radium.cloud
1. Services Overview
Radium provides API-based access to AI model inference endpoints, including the Hal, Clarke, and Tycho model tiers. The Services allow you to submit prompts and receive model-generated completions through Radium's API. Radium may also provide documentation, dashboards, tools, and support related to the Services.
2. Account Registration and Security
To access the Services, you must create an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials, including API keys, and for all activity that occurs under your account.
You agree to notify Radium immediately at security@radium.cloud if you become aware of any unauthorized use of your account or API keys. Radium is not liable for any loss or damage resulting from unauthorized access to your account where such access was not caused by Radium's breach of its security obligations.
You may not share, sell, transfer, or sublicense your account or API keys to any third party without Radium's prior written consent, except where you are using the Services to build applications for your own end users in the ordinary course of business.
3. Acceptable Use
You agree to use the Services in compliance with all applicable laws, regulations, and these Terms. You agree not to:
- Use the Services to generate content that is illegal, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable under applicable law
- Use the Services to develop, train, or improve AI models that compete directly with Radium's offerings, unless expressly permitted in a written agreement
- Attempt to reverse-engineer, decompile, or extract the underlying models, weights, algorithms, or infrastructure of the Services
- Circumvent or attempt to circumvent rate limits, usage quotas, authentication controls, or other technical restrictions
- Use the Services to send unsolicited communications, generate spam, or engage in phishing or social engineering
- Use the Services in any manner that interferes with or disrupts the integrity, security, or performance of the Services or any third-party systems
- Misrepresent the output of the Services as human-generated where disclosure of AI involvement is required by law or regulation
- Use the Services in connection with the development or deployment of weapons, surveillance systems targeting individuals, or other applications prohibited by applicable law
- Resell, redistribute, or provide access to the Services as a standalone offering without Radium's prior written consent
Radium reserves the right to suspend or terminate your access to the Services if we reasonably determine that your use violates these Terms or poses a risk to the security, availability, or integrity of the Services or other customers.
4. Customer Data
Ownership
You retain all rights, title, and interest in your inputs (prompts, data, and instructions you submit to the Services) and your outputs (model-generated completions returned to you). Radium does not claim ownership of your inputs or outputs.
Use of Customer Data
Radium processes your inputs solely to provide the Services and return outputs to you. Radium does not use customer inputs or outputs to train, fine-tune, or improve AI models unless you have explicitly opted in under a separate written agreement.
Data Handling
Radium processes inputs and outputs in transit to deliver inference results. Inputs and outputs are not stored beyond the duration necessary to complete the API request, unless retention is required for:
- Troubleshooting and support (when you submit a support request referencing specific API calls)
- Security monitoring, abuse detection, and fraud prevention
- Compliance with applicable legal obligations
Specific data handling terms, including retention periods, data residency, and deletion procedures, may be set out in an applicable Enterprise Agreement or Data Processing Agreement.
Prohibited Data
You are solely responsible for ensuring that the data you submit to the Services complies with applicable laws. You should not submit data that you are not authorized to process or that is subject to legal restrictions you have not satisfied. If you intend to process personal data, sensitive data, or regulated data (including health, financial, or legal data) through the Services, you must ensure you have appropriate legal bases, consents, and safeguards in place.
5. Pricing and Payment
Pricing
The Services are billed on a per-token basis according to the pricing published on the Radium website or as set out in an applicable written agreement. Pricing varies by model tier (Hal, Clarke, Tycho) and by input and output tokens. Radium may update pricing with 30 days' prior notice, unless a fixed pricing period is specified in a written agreement.
Billing
Usage is metered and billed monthly in arrears unless otherwise agreed. Invoices are due within 30 days of the invoice date. All amounts are stated in US dollars unless otherwise specified.
Taxes
All fees are exclusive of applicable taxes, duties, and levies. You are responsible for all applicable taxes, except for taxes based on Radium's net income.
Late Payments
Radium reserves the right to suspend access to the Services for accounts with overdue balances exceeding 15 days past the due date. Radium may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
Disputes
Billing disputes must be submitted in writing to billing@radium.cloud within 60 days of the invoice date. Undisputed portions of invoices remain due regardless of any pending dispute.
6. Service Levels and Availability
Radium will use commercially reasonable efforts to maintain the availability of the Services. Planned maintenance will be communicated in advance where practicable. Radium does not guarantee uninterrupted or error-free operation of the Services.
Specific uptime commitments, latency targets, support response times, and remedies for downtime may be set out in an applicable Service Level Agreement (SLA) provided under a written agreement.
7. Intellectual Property
Radium IP
Radium and its licensors retain all rights, title, and interest in the Services, including the API, infrastructure, documentation, models, software, interfaces, and all related intellectual property. Nothing in these Terms grants you any right, title, or interest in the Services except the limited right to access and use them in accordance with these Terms.
Feedback
If you provide suggestions, ideas, or feedback about the Services, Radium may use such feedback without restriction or obligation to you.
Trademarks
"Radium," "Radium Enterprise AI," "Hal," "Clarke," "Tycho," and associated logos are trademarks of Radium. You may not use Radium's trademarks without prior written consent, except to accurately identify that you use the Services.
8. Confidentiality
Each party agrees to protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party, (b) was known to the receiving party before disclosure, (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (d) is rightfully received from a third party without restriction.
9. Warranties and Disclaimers
Radium warrants that it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards.
EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS OR AN APPLICABLE WRITTEN AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, RADIUM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT.
RADIUM DOES NOT WARRANT THAT THE OUTPUTS GENERATED BY THE SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, OR FREE FROM ERRORS, BIAS, OR HARMFUL CONTENT. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING ALL OUTPUTS BEFORE RELYING ON THEM FOR ANY PURPOSE.
RADIUM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
10. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RADIUM'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO RADIUM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED CANADIAN DOLLARS (CAD $100), WHICHEVER IS GREATER.
THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THESE TERMS.
11. Indemnification
You agree to indemnify, defend, and hold harmless Radium and its directors, officers, employees, contractors, and affiliates from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Services, (b) your violation of these Terms, (c) your violation of applicable law, or (d) your inputs or outputs, including any claim that your inputs or the use of your outputs infringe or violate the rights of a third party.
12. Term and Termination
Term
These Terms are effective when you create an account or first access the Services and continue until terminated by either party.
Termination for convenience
Either party may terminate these Terms at any time by providing 30 days' written notice. Upon termination, your access to the Services will be discontinued.
Termination for cause
Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 15 days of receiving written notice of the breach.
Radium may also suspend or terminate your access immediately without notice if: (a) your use of the Services poses a security risk or risk of harm to other customers, (b) your account is overdue for payment beyond 15 days, or (c) continued provision of the Services would violate applicable law.
Effect of termination
Upon termination: (a) your right to access and use the Services ceases immediately, (b) you remain liable for any outstanding fees incurred before termination, (c) Radium will delete your account data within 90 days of termination unless retention is required by law, and (d) Sections 4 (Customer Data, to the extent of surviving obligations), 7 (Intellectual Property), 8 (Confidentiality), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 14 (Governing Law), and this Section 12 survive termination.
13. Modifications to Terms
Radium may modify these Terms from time to time. Updated Terms will be posted on the Website with a revised "Last updated" date. For material changes, Radium will provide at least 30 days' notice by email or through the Services before the changes take effect. Your continued use of the Services after the effective date of updated Terms constitutes your acceptance of the modifications. If you do not agree to the updated Terms, you must stop using the Services and terminate your account.
14. Governing Law and Dispute Resolution
These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.
Any dispute arising out of or relating to these Terms or the Services shall be resolved exclusively in the courts located in Toronto, Ontario, and each party submits to the personal jurisdiction of those courts.
Before initiating any legal proceeding, each party agrees to attempt in good faith to resolve any dispute through direct negotiation for a period of at least 30 days.
15. General Provisions
Entire agreement. These Terms, together with the Privacy Policy, Legal Notice, and any applicable written agreement, constitute the entire agreement between you and Radium regarding the Services and supersede all prior agreements and understandings.
Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.
No waiver. Radium's failure to enforce any provision of these Terms does not constitute a waiver of that provision.
Assignment. You may not assign or transfer these Terms or your rights under them without Radium's prior written consent. Radium may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Force majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, acts of government, pandemics, wars, terrorism, labor disputes, power failures, internet disruptions, or third-party service outages.
Notices. Notices to Radium must be sent to legal@radium.cloud. Notices to you will be sent to the email address associated with your account.
Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
Contact
For questions about these Terms, contact:
Radium Enterprise AI357 Bay St., Toronto, ON M5H 4A6
Email: legal@radium.cloud