These Terms of Service (“Terms”) govern access to and use of RadSurv, a hosted software application provided by Maxeta Technologies, Inc., a New Jersey corporation (“Maxeta,” “we,” “us,” or “our”). The customer organization that has subscribed to RadSurv (“Customer”) and its authorized users agree to be bound by these Terms by accessing or using the service. If Customer does not agree, Customer must not access or use the service.
1.Service and License Grant
Subject to these Terms and Customer’s timely payment of fees under the applicable Order, Maxeta grants Customer a non-exclusive, non-transferable, non-sublicensable right during the term of the Order for Customer’s authorized users to access and use RadSurv for Customer’s internal business purposes.
RadSurv is licensed, not sold. Maxeta and its licensors retain all right, title, and interest in and to RadSurv, including all software, documentation, and related intellectual property. No rights are granted to Customer other than those expressly set forth in these Terms.
2.Authorized Users and Access
Customer is responsible for:
- Identifying its authorized users and provisioning their access through supported authentication methods, including Microsoft Entra ID single sign-on where applicable.
- Maintaining the confidentiality of credentials, access tokens, and other authentication information.
- All activity occurring under Customer’s tenant and authorized user accounts, including compliance with these Terms by its authorized users.
Customer will promptly notify Maxeta of any unauthorized access or use of RadSurv.
3.Acceptable Use
Customer and its authorized users will not:
- Use RadSurv for any unlawful purpose or in violation of applicable laws or regulations.
- Copy, modify, create derivative works of, reverse engineer, decompile, or disassemble RadSurv, except to the extent expressly permitted by applicable law notwithstanding this restriction.
- Resell, sublicense, lease, rent, or otherwise make RadSurv available to any third party.
- Interfere with or disrupt RadSurv or attempt to gain unauthorized access to any portion of RadSurv or related systems or networks.
- Conduct penetration testing, vulnerability scanning, or security assessments of RadSurv without Maxeta’s prior written consent.
- Use RadSurv to transmit unlawful, infringing, harassing, or malicious content, or to introduce viruses or other harmful code.
- Use automated means to access RadSurv except through Maxeta’s documented interfaces.
4.Customer Data
“Customer Data” means data submitted by or on behalf of Customer to RadSurv, including survey data, configuration, and outputs generated for Customer.
Customer retains all right, title, and interest in and to Customer Data. Customer grants Maxeta a limited, non-exclusive license to host, process, transmit, and display Customer Data solely to provide, support, and improve RadSurv for Customer.
Each Customer is provisioned with a dedicated application instance and database. Customer Data is not commingled across tenants.
Upon termination or expiration of the applicable Order, Maxeta will, upon Customer’s written request received within thirty (30) days of such termination or expiration, make Customer Data available for export in a commercially reasonable format. After this period, Maxeta may delete Customer Data in the ordinary course of business.
Maxeta’s collection and processing of personal information in connection with RadSurv is further described in Maxeta’s RadSurv Privacy Statement.
5.Confidentiality
Each party (“Receiving Party”) may receive non-public information from the other (“Disclosing Party”) that is identified as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure (“Confidential Information”). The Receiving Party will: (a) protect Confidential Information with the same care it uses to protect its own confidential information of like importance (and in no event less than reasonable care); and (b) use Confidential Information only to perform its rights and obligations under these Terms.
Confidential Information does not include information that: (i) was known without restriction before receipt; (ii) becomes publicly available without breach of these Terms; (iii) is independently developed without use of or reference to the Disclosing Party’s Confidential Information; or (iv) is rightfully received from a third party without restriction.
The Receiving Party may disclose Confidential Information if required by law or valid legal process, provided that, where legally permitted, it gives the Disclosing Party reasonable advance notice and cooperates in any effort to obtain confidential treatment.
6.Fees and Payment
Fees, billing frequency, and payment terms are as set forth in the applicable Order. Unless otherwise stated in the Order, fees are payable in U.S. dollars within thirty (30) days of the invoice date. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Fees are exclusive of taxes; Customer is responsible for all applicable taxes other than taxes on Maxeta’s net income.
7.Warranties and Disclaimer
Maxeta warrants that RadSurv will perform materially in accordance with its documentation during the term of the applicable Order. Customer’s exclusive remedy, and Maxeta’s sole obligation, for breach of this warranty is, at Maxeta’s option, to (a) correct the non-conformity, or (b) refund prepaid fees for the affected portion of the term.
Except as expressly stated in these Terms, RadSurv is provided “as is” and “as available.” Maxeta disclaims all other warranties, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Maxeta does not warrant that RadSurv will be uninterrupted or error-free, or that it will meet Customer’s specific requirements.
High-Risk Activities
RadSurv is a records management and survey documentation application. It is not designed, intended, or authorized for use as a real-time radiation monitoring system, safety interlock, dose control system, or other critical control component in any environment where failure, error, or inaccuracy could result in death, personal injury, radiological release, environmental damage, regulatory non-compliance, or other catastrophic harm (“High-Risk Activities”). Customer is solely responsible for ensuring that its use of RadSurv complies with all applicable regulatory requirements, including those of the U.S. Nuclear Regulatory Commission, the U.S. Department of Energy, Agreement States, and any facility-specific licensing or operating requirements, and for maintaining independent safety systems, controls, procedures, and recordkeeping. Maxeta disclaims any express or implied warranty of fitness for High-Risk Activities.
8.Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, or business, arising out of or related to these Terms or RadSurv, whether based on contract, tort, or any other legal theory, and even if advised of the possibility of such damages.
Each party’s total cumulative liability arising out of or related to these Terms will not exceed the total fees paid or payable by Customer under the applicable Order.
The foregoing limitations do not apply to: (a) Customer’s payment obligations; (b) breach of confidentiality under Section 5; (c) Customer’s breach of Section 3 (Acceptable Use); or (d) either party’s indemnification obligations under Section 9.
9.Indemnification
By Maxeta
Maxeta will defend Customer against any third-party claim alleging that RadSurv, as provided by Maxeta and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded or amounts agreed in settlement. Maxeta has no obligation under this section for claims arising from: (i) Customer Data; (ii) modifications to RadSurv not made by Maxeta; (iii) combination of RadSurv with items not provided by Maxeta; or (iv) use of RadSurv in breach of these Terms.
If RadSurv is, or in Maxeta’s opinion is likely to become, the subject of an infringement claim, Maxeta may, at its option: (a) procure the right for Customer to continue using RadSurv; (b) modify RadSurv to make it non-infringing while preserving substantially equivalent functionality; or (c) terminate the applicable Order and refund any prepaid fees for the unused portion of the term.
By Customer
Customer will defend Maxeta against any third-party claim arising from: (i) Customer Data; (ii) Customer’s or its authorized users’ breach of Section 3 (Acceptable Use); or (iii) Customer’s violation of applicable law in connection with use of RadSurv, and will pay damages finally awarded or amounts agreed in settlement.
Process
The indemnified party will: (a) promptly notify the indemnifying party in writing of the claim; (b) provide reasonable cooperation in the defense; and (c) give the indemnifying party sole control of the defense and settlement, provided that no settlement may impose any obligation or admission on the indemnified party without its prior written consent.
10.Term and Termination
The term of access to RadSurv is set forth in the applicable Order. Unless otherwise stated, the term is one (1) year from the start date in the Order. Renewals, if any, are as set forth in the Order or a subsequent Order signed by the parties.
Either party may terminate these Terms or an Order for material breach by the other party if the breach is not cured within thirty (30) days after written notice describing the breach in reasonable detail.
Maxeta may suspend Customer’s access to RadSurv on notice for: (a) non-payment of undisputed fees more than thirty (30) days past due; (b) Customer’s breach of Section 3 (Acceptable Use) that poses a security or operational risk; or (c) as required by law.
Upon termination or expiration: (a) Customer’s right to access and use RadSurv ends; (b) Customer remains responsible for fees accrued through the effective date of termination; (c) each party will return or destroy the other party’s Confidential Information upon request, subject to Section 4 with respect to Customer Data; and (d) Sections 4 (final paragraph), 5, 7, 8, 9, 11, and any other provisions that by their nature should survive will survive termination.
11.Governing Law and Disputes
These Terms are governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in New Jersey for any dispute arising out of or relating to these Terms.
12.Changes to These Terms
Maxeta may update these Terms from time to time. Maxeta will provide Customer with at least thirty (30) days’ prior notice of any material changes by email to Customer’s designated contact, by notice within RadSurv, or by posting at the URL where these Terms are hosted. If Customer does not agree to a material change, Customer’s sole remedy is to terminate the applicable Order before the change takes effect, in which case Maxeta will refund any prepaid fees for the unused portion of the then-current term. Non-material changes take effect upon posting.
13.General
Entire Agreement
These Terms, together with the applicable Order, any Maxeta Privacy Statement referenced herein, and any document expressly incorporated by reference, constitute the entire agreement between the parties regarding RadSurv and supersede all prior or contemporaneous agreements, proposals, and understandings, whether oral or written.
Assignment
Neither party may assign these Terms, in whole or in part, without the other party’s prior written consent (not to be unreasonably withheld), except that either party may assign these Terms to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or business to which these Terms relate, upon written notice to the other party.
Force Majeure
Neither party will be liable for any delay or failure in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil disturbance, government action, labor disputes, internet or telecommunications failures, cyberattacks, or pandemics.
Export Compliance
RadSurv and any related technical data may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce and sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). Customer will not export, re-export, transfer, or provide access to RadSurv (a) to any country, region, or person subject to U.S. embargo or comprehensive trade sanctions; (b) to any person on the U.S. Treasury Department’s Specially Designated Nationals List, the U.S. Commerce Department’s Denied Persons List or Entity List, or any other U.S. government restricted-party list; or (c) for any end use prohibited by U.S. law, including end uses related to nuclear, chemical, or biological weapons or missile technology. Customer represents and warrants that it and its authorized users are not subject to any such restrictions and that Customer will implement reasonable controls to verify the eligibility of any authorized user who is a foreign national before provisioning access to RadSurv.
Notices
Notices to Maxeta will be sent to info@maxetatech.com and to the address below. Notices to Customer will be sent to the contact identified in the Order, or via RadSurv.
Severability
If any provision of these Terms is held to be unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be replaced with an enforceable provision that most closely reflects the parties’ original intent.
No Waiver
A party’s failure to enforce any provision of these Terms is not a waiver of its right to enforce that or any other provision later.
Independent Contractors
The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.
Headings
Section headings are for convenience only and have no substantive effect.