This website and the Services and Materials available by way of this website (the “Site”) are operated by RIOS Inc. (“RIOS”, “we”, “us” or “our”). Accessing or using the Site constitutes your agreement to abide by these terms of use (the “Terms of Use”). The Terms of Use is a legal agreement between you and RIOS. By accepting electronically (for example, clicking “I Agree”) and accessing or using the Site and the Services, you agree to the Terms of Use. If you do not agree to the Terms of Use, then you may not use the Site or the Services.

1. Definitions

   “Content” means all data, information and documents that Users upload to the Site.

   “Credentials” means User access information including User IDs, passwords, two factor verification information, security questions and security answers.

   “Materials” means training resources, files, videos and other documentation supporting use of the Site.

   “Party” means RIOS or User, and “Parties” means both of them.

   “User”, “you” or “your” means an individual subscriber or the partners, members, employees, temporary employees and independent contractors of an organization with a subscription to the Services who have been added to a User Account as use.

   “User Account”refers to an account created by a User and any associated account attributes including configurations, settings, permissions, User information and payment characteristics.

   
   

2. Site and Services

   1. Under the Terms of Use, we will provide you with access to the service features of the Site (each a “Service Feature” and, collectively, the “Services”). Additional terms and conditions may apply to specific Service Features and such terms: (a) will be presented to you before you gain access to the applicable Service Feature for acceptance; or (b) are set out in Annex A, as updated by us from time to time. You agree to comply with any additional terms and conditions relating to applicable Service Features set out in Annex A or presented to you before you gain access to the applicable Service Feature.

   2. You agree that we reserve the right to add, amend, remove or augment Service Features and Materials at any time.

   3. You agree that we may, from time to time and at our sole discretion, amend or supplement the Terms of Use. Our new terms of use will be displayed on the Site and by continuing to access and use the Site and the Services following such changes, you agree to be bound by any amendment made by us. It is your responsibility to check the Terms of Use from time to time to verify such amendments.

   4. By accessing the Site or sending an email to us, you are communicating with us electronically. By doing so, you agree to receive communications from us electronically.We will communicate with you by email at the email address provided by you or by posting notices on the Site or any other website that may be generally designated in advance for such purpose.

   5. We will use commercially reasonable efforts to ensure that the Site and the Services are available 24x7x365 except during maintenance window periods as required from time to time. We will use commercially reasonable efforts to provide you with notice of planned maintenance activities in advance. We will use commercially reasonable efforts to schedule maintenance for the Site on weekends and other off-peak hours. If we feel your use of the Site is exceeding reasonable storage, bandwidth, access or other such limits, we reserve the right to cap your usage of the Site to reasonable limits.

   6. The planned maintenance windows for the Site are: (a) Monday to Thursday, 10 pm to 6 am ET and (b) Friday, 10 pm to Monday, 6 am, and (c) statutory holidays. Emergency and unplanned urgent maintenance activities will be performed as and when needed; provided that we will use commercially reasonable efforts to provide you with advance notice of such maintenance and schedule such maintenance in a manner to minimize the impact to Users when required to be performed outside of the planned maintenance windows. Notwithstanding the foregoing, we make no representations or warranties as to the availability of the Site or that all related issues will be resolved.

   7. There may be links within the Site which will enable you to leave the Site and connect directly to third-party sites. We are providing these links only as a convenience. These linked sites are entirely independent of the Site, and shall not be construed as any reflection on, any affiliation with, approval of, or endorsement by us of any such site or entity, or its respective information, publications, products or services. We will not be responsible for the contents of any third-party site linked to the Site or for any link contained in a linked site. When linking to a third-party site, you are leaving the privacy coverage of the Site and are subject to the privacy coverage of the third-party site. We do not guarantee that the third-party site privacy statement is the same or contains the same privacy statement as the Site.

   8. You acknowledge and agree that you may be required to agree to additional third-party terms and conditions not set out in the Terms of Use in order to take full advantage of certain features of the Site and certain services that may be accessed through the Site. We shall have no responsibility or liability for such third-party features, which shall be subject to the agreements between you and the applicable third-party provider. You agree that we are permitted to share Content with such third-party providers so as to permit such third parties to provide such services to you.

   9. You are solely responsible, at your own expense, for acquiring, maintaining and updating all equipment, computers, software and communication services that are required to access and use the Site and the Services.

      
      

3. Security

   1. We have implemented and will maintain and follow appropriate physical, technical and organizational measures intended to protect your Content against accidental, unauthorized or unlawful access or disclosure, including without limitation, operational security, encryption, access control, identity management, threat management, logging and network security. Your Content will only be made available to those limited people at RIOS or its suppliers, contractors or employees and other Users that need access in relation to the Limited Purpose. We will promptly notify you of any security incidents involving your Content. Except for Content generated, stored and/or shared using third-party features (which shall be governed by such third-parties terms and conditions as set out in Section 2.7), your Content will be stored and backed up at data centres located in Canada. Content we share with third-party providers that offer features and services by way of the Site may be stored outside of Canada by such third-party providers and will be subject to such third party’s security and privacy policies once in their possession and we encourage you to review such policies to ensure you are comfortable with their contents prior to using such features and services. Any information we collect by way of the Site will be done using a valid Secure Socket Layer certificate from a reputable source. All payment card information transmitted, processed or stored by way of the Site will be in accordance with the Payment Card Industry Data Security Standard.

   2. While we are committed to protecting the security of the Site, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Users are responsible for implementing adequate firewall, password and other security measures to protect their respective systems, data and applications from unwanted intrusion, whether over the internet or by other means. You agree not to attempt to violate the security of the Site, including without limitation, (a) by attempting to log in to a User Account which you are not authorized to access; or (b) by attempting to interfere with the Services and the Site through means of a virus, by overloading a server or by any other means.

      
      

4. Term and Termination

   1. The Terms of Use shall remain in full force and effect until terminated in accordance with this Section 4 (the “Term”).

   2. The Terms of Use can be terminated by:

      1. either Party, in its own discretion, by giving the other Party at least thirty (30) days’ written notice; or

      2. by RIOS where:

         1. User has failed to pay any amount past-due under the Terms of Use;

         2. User has failed to comply with any of the terms and conditions of the Terms of Use;

         3. User becomes bankrupt or insolvent, makes an assignment for the benefit of its creditors, or where a receiver is appointed under any instrument or over any assets of, or an order is made or resolution passed for the winding up of User;

         4. User’s permission to use the Site has been suspended under the Terms of Use and has not been reinstated within 90 days following the suspension; or

         5. RIOS ceases to provide the Services.

   3. Upon termination of the Terms of Use, User agrees to immediately cease use of the Site and the Services. User acknowledges that upon termination of the Terms of Use, RIOS reserves the right to terminate any Credentials previously provided to User and delete User’s user account. Upon termination of the Terms of Use, User agrees to pay RIOS any outstanding fees owing to RIOS.

      
      

5. User Accounts

   1. In order to use the Site, User must first set up a User Account by providing us with accurate and complete user registration information. User is responsible for maintaining up-to-date account information. If we determine that User Account information is not up-to-date, we reserve the right to update such information. User is responsible for all usage and activities.

   2. We have the right to temporarily suspend a User’s access to the Site or use of any Credentials:

      1. If we believe, acting reasonably, that the User Account or Credentials have been compromised;

      2. If we believe your use of the Site poses a security risk to RIOS or any third party; or

      3. During site maintenance.

      A suspended User shall continue to be bound by the Terms of Use during the period of such suspension. A suspended User may not access the Site through the use of another User Account or another person or entity’s Credentials.

   3. We may require certain User Accounts (a) to provide proof of membership in professional organizations in order to use certain Services, and (b) to maintain good standing in aforementioned organizations in order to continue to use certain Services or otherwise risk temporary suspension of a User Account as set forth in Section 5.2.

      
      

6. Fees and Invoicing

   1. Certain fees may apply to users in order to complete or initiate certain activities on the Site for Services (each a “Transaction”) and payment of such fees is the responsibility of User. These fees are subject to change from time to time at our discretion.

   2. Additional fees may apply in order to access other RIOS and third-party products and services offered by way of the Site and payment of such fees is the responsibility of User. These additional fees are not included in the Transaction fee referenced in Section 6.1 above. These additional fees are subject to change from time to time at the discretion of RIOS or the third-party provider.

   3. A notice regarding a change in fees by RIOS may be provided by an email message to User or in the form of an announcement on the Site. User will provide RIOS with a valid credit card for payment of the applicable fees. All fees are subject to applicable taxes. Invoices will include fees and all applicable taxes.

   4. User will provide RIOS with a valid credit card for payment of the applicable fees. All fees are subject to applicable taxes. Invoices will include fees and all applicable taxes.

      
      

7. Requirements and Restrictions

   1. You are granted a limited, non-exclusive, non-sublicensable, non-transferable right and licence to access and use the Site, the Services and the Materials for internal and commercial use only and for the sole purpose of providing services to your clients or facilitating assignment approvals.

   2. Except as otherwise expressly provided in the Terms of Use, User must:

      1. Understand and comply with its obligations under the Terms of Use, including with respect to applicable laws, and take all reasonable steps to ensure compliance through policies and training as needed;

      2. Immediately notify us of any suspected breach of the Terms of Use; and

      3. Comply with all obligations or restrictions: (i) regarding the use of the Site as we may communicate from time to time; and (ii) imposed by third-party solution providers that may be applicable to your use of the Services.

   3. You agree you will not, nor assist any third party to:

      1. Sub-license or otherwise share your access to the Site;

      2. Add to, delete from, update, modify, tamper with, alter, reverse engineer, translate, decompile, disassemble or attempt to do any of the foregoing in any way to the Site, the Services, the Content or the Materials;

      3. Infringe any copyright, patent, trademark or trade secret of RIOS or its third-party service providers;

      4. Use the Site in a service bureau, bulk sales, computer service or timesharing business;

      5. Use the Site to create a database in electronic or other format or for the purposes of data aggregation or dissemination;

      6. Resell or otherwise commercially exploit the Site, the Services, the Content or any Materials;

      7. Copy, extract, reproduce, republish, upload, post, transmit, frame or distribute the Content or the Materials in any way or by any means whatsoever, except as otherwise expressly permitted in the Terms of Use, provided all copyright and other proprietary notices, if any, are maintained;

      8. Use Credentials, the Site, the Services, the Content or the Materials in connection with the commission of any criminal act or any act otherwise contrary to law or regulation;

      9. Take any action that imposes, or may impose an unreasonable or disproportionately large load on the Site’s infrastructure;

      10. Attempt to gain unauthorized access to the Site;

      11. Use the Site to store or transmit content that infringes on any person’s intellectual property rights;

      12. Use the Site in any manner that interferes with or disrupts the integrity or performance of the Site;

      13. Use the Site to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; or

      14. Use any automated or semi-automated process, system or software to access and use the Services or collect information from the Site.

   4. We reserve the right to charge, upon notice to you, for Content storage that exceeds specified storage limits. You will be notified of the potential for any such increased storage costs in advance and will be given the opportunity to bring your usage within specified storage limits or elect to pay the increased Content storage fees.

      
      

8. Content

   1. You are responsible for the verification, accuracy and quality of any Content uploaded to the Site and its fitness for its intended purpose. You acknowledge that we shall have no liability to User, a client or any third party with respect to any damages resulting from inaccurate Content. You agree that we have no liability for the accuracy, completeness, quality or correctness of any Content.

   2. User is responsible for creating and retaining any backup copies of Content as User may require. You agree that we reserve the right to remove (or have removed) from its servers any Content which we believe, in our sole discretion, may damage the Site or expose RIOS to any liability, and you authorize us and our authorized representatives to effect such removal and consent to such removal. You agree that we shall not be liable for, and waive any claim arising from, any such Content removal.

   3. You represent and warrant that:

      1. you have obtained meaningful consent from the applicable individual or entity for the collection, use and disclosure of Content consisting of personal information as defined in applicable Canadian and provincial privacy laws;

      2. Content does not and will not infringe any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

      3. Content does not and will not violate any law, statute, ordinance or regulation;

      4. Content is not, and will not be, defamatory, trade libelous, obscene or pornographic; and

      5. Content has been subjected to firewalls, password and other industry appropriate security measures to limit viruses and other harmful or deleterious programming routines.

   4. You grant us and our affiliates the right to store your Content and use it to provide you with the Services and support of the Services (the “Limited Purpose”). Except as required by law and by Section 10.5, unless we receive your written permission, RIOS will not use your Content other than as necessary to achieve the Limited Purpose.

   5. We shall not disclose the Content to any person except to our and our affiliates’ employees, contractors and agents having both a need to know to accomplish the Limited Purpose and an obligation of confidentiality and except as provided in Section 10.5. The foregoing obligation of confidentiality and restrictions on use hereunder shall not apply to Content: (a) known to RIOS before receipt from the Licensee, without a duty of confidentiality; (b) generally available to the public (or becomes so), unless due to our breach; (c) received by us from a third party without a duty of confidentiality; or (d) is independently developed by or for us without any use of the Content.

   6. It shall not be considered a breach of the Terms of Use if we disclose Content as required by law; provided that we: (a) where permitted by law, give User written notice promptly upon receipt of a disclosure requirement and before the disclosure is made; (b) take reasonable actions and provide reasonable assistance to User to secure confidential treatment of the Content; and (c) disclose only such Content as is required by law.

   7. Notwithstanding anything to the contrary in this Section 8, you acknowledge and agree that we have the right generate and utilize anonymized and aggregated data related to the transactions conducted and facilitated through the Site (“Aggregated Data”) and that we shall own all right, title and interest in such Aggregated Data. We use Aggregated Data for business related activities, including business analysis, support and analytics. We shall ensure that our obligation of confidence and compliance with our commitment to privacy are maintained in the creation and use of Aggregated Data.

      
      

9. Applicable Laws

   1. You are responsible for compliance with local laws to the extent they are applicable and you agree to comply with all applicable laws with respect to your use of the Site. You acknowledge you are responsible for ensuring your use of the Site, the Services and any Materials complies with applicable laws, including Canadian privacy laws and Canada’s Anti-Spam Law (“CASL”), as it may be amended from time to time, and with any other applicable rules and regulations of the Canadian Radio-television and Telecommunications Commission and any similar or replacement body with authority to administer and enforce CASL.

   2. Each Party shall:

      1. reasonably cooperate with the other Party in order to assist such Party in complying with its obligations under applicable law; and

      2. comply upon reasonable notice from the other Party with all governmental requests relating to the subject matter of the Terms of Use directed to either us or you and provide all information and assistance reasonably necessary to comply with the governmental request.

   3. Personal information that forms part of the Content will be stored by us in an encrypted manner and treated in accordance with all applicable Canadian and provincial privacy laws.

      
      

10. Intellectual Property

    1. We own all right, title and interest in and to the Site, the Services and the Materials and any and all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights, for any of the foregoing embodied therein and you may not use same except as explicitly permitted in the Terms of Use.

    2. Certain names, words, titles, phrases, logos, icons, graphics or designs or other content on the Site are trade names or trademarks owned by us, or trade names or trademarks licensed to us. The display of trademarks and trade names on the Site does not imply that a licence of any kind has been granted to anyone else and you may not use same except as explicitly permitted in the Terms of Use.

    3. You agree that if you send us suggestions, ideas or other information regarding the Site or the Materials, we are entitled to unrestricted use of the feedback for any purpose whatsoever, without compensation to you.

    4. The Parties will each obtain all licences, authorizations, approvals and certifications necessary to provide and receive the Services, as applicable, in compliance with all applicable laws, and will pay all expenses as are necessary for it to do so.

    5. Notwithstanding any provision contained in the Terms of Use, User grants to RIOS a right and licence to use User’s name and company logo (including any trademark owned by User), and a description of User's use case to refer to User and such use case on the Site, or in marketing or promotional materials, subject to any standard usage guidelines that User expressly provides to RIOS.

       
       

11. Indemnity

    1. User shall indemnify and hold RIOS, its shareholders, directors, officers, employees, suppliers, contractors, agents and representatives harmless from any costs, damages, losses, expenses, fines, penalties or liabilities that RIOS may suffer: (a) as a result of, or in connection with, any claim asserted by a third party against RIOS, in connection with any unauthorized, improper or illegal use of the Site, the Services, the Materials or Content by User, or (b) due to any breach of the Terms of Use by User.

    2. You agree you will not use the Site in any application or situation where the Site’s failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”), and you agree to indemnify RIOS, its shareholders, directors, officers, employees, suppliers, contractors, agents and representatives from any third-party claim arising out of your use of the Site in connection with any High Risk Use.

       
       

12. Limitation of Liability

    1. In no event, whether in contract or tort (including negligence), as a result of breach of warranty, strict liability or under any other theory of liability whatsoever, will RIOS, its shareholders, directors, officers, employees, suppliers, contractors, agents and representatives be liable to User, in connection with User’s use of the Site, the Services or the Materials, for: (a) any indirect, consequential, incidental, exemplary, punitive or special damages; or (b) any damages, whether direct, indirect, consequential, incidental, exemplary, punitive or special, characterized as lost revenue, lost savings or lost profits, even if we have been advised of the possibility of such damages in advance.

    2. Our maximum aggregate liability to User under the Terms of Use, for any claim whatsoever relating to the Terms of Use, User Account, the Site, the Services, the Materials or any other product or services (including, but not limited to, password reset, customer support and technical support services) provided under the Terms of Use, whether in contract or tort (including negligence), as a result of breach of warranty, strict liability or under any other theory of liability whatsoever, will be limited to direct damages in an amount not exceeding the total amount of fees paid by User to RIOS under the Terms of Use in relation to the claim matter in the six months preceding the claim date.

       
       

13. Representations and Warranties

    1. Each Party represents and warrants that it shall comply with all laws applicable to it pertaining to its performance of its obligations under the Terms of Use.

    2. Except for the express warranty provided in Section 13.1, we make no warranties with respect to User Accounts, the Site, the Services, the Materials or any other products or services, including, but not limited to, password reset, customer support and technical support services, provided pursuant to the Terms of Use. The Site, the Services, User Accounts and the Materials, and any other products and services, including, but not limited to, password reset, customer support and technical support services, are provided on an “as is” basis, without any other warranties, representations or conditions, express or implied, including, without limitation, warranties or conditions of non-infringement of third-party rights, accuracy, correctness, completeness, effectiveness, currency, merchantability, fitness for a particular purpose, reliability, security, operation free of interruption, technologically harmful intrusions, denial of service attacks, viruses or other errors or events caused by or introduced through the internet, or those arising by usage of trade or course of dealing.

       
       

14. Privacy and Usage

    1. You acknowledge that we may collect and send statistical information about the occurrence of certain events within the Site relating to your use of the Site and that we may use this information for our internal business purposes, including without limitation, for billing, to measure and understand the behaviour and preferences of Users, to troubleshoot technical problems, to enforce the Terms of Use, and to ensure proper functioning of the Site. You agree that you will not interfere, or attempt to interfere, with the collection and transmission of such information.

    2. Information collected from use of a User Account, use of the Site and the Services is subject to our privacy policy accessible at https://onrios.com/privacy_policy/, as amended from time to time without notice, which is incorporated herein by reference (the “Privacy Policy”). We will primarily use your personal information for the purposes of providing you with access to the Site; however, we may also use it as set out in the Privacy Policy and as follows: (a) for the development, enhancement, marketing and/or provision of products and services; (b) for administrative, data back-up, or processing purposes; (c) for the purposes of statistical and market analysis; and (d) to meet contractual reporting and audit obligations to suppliers whose products form part of or are otherwise related to the Site. In addition to those disclosures set out in the Privacy Policy, we may disclose any of your personal information to: (a) suppliers of services or products purchased by you through the Site in relation to such purchases; (b) our affiliates, partners and subcontractors that carry out certain functions for or provide certain services to us; and (c) any law enforcement authority or regulator having jurisdiction (including, without limitation, your governing law society), in connection with any investigation by any of them relating to User’s use of the Site, the Services or the Materials. In order to operate effectively, our collection, storage and use of information may involve transfers of personal information from Canada to another country. You acknowledge that it may be necessary for us to transfer personal information to a third party in another country and you consent to such transfer.

    3. A cookie is a small piece of information sent by a web server to a web browser, which enables the server to collect information from the browser. Find out more about the use of cookies on http://www.cookiecentral.com. RIOS uses cookies to identify you when you use the Site and to keep track of your browsing patterns and build up a demographic profile. Our use of cookies also allows registered users to be presented with a personalized version of the Site, carry out transactions and have access to information about their User Account. Most browsers allow you to turn off cookies. If you want to know how to do this, please look at the help menu on your browser; however, switching off cookies may restrict your use of some features of the Site.

       
       

15. General

    1. Any provision of the Terms of Use intended to survive the termination of the Terms of Use (including, but not limited to, Sections 10, 11 and 12), or any parts thereof, shall survive such termination.

    2. Any notice under the Terms of Use may be delivered by hand, by mail, by courier or by electronic mail. Except as provided for otherwise in the Terms of Use, a notice shall be deemed to have been received on the 5th business day after mailing if sent by regular mail, on the date of delivery if sent by courier, or on the first business day after the date of transmission if sent by electronic mail.

    3. You acknowledge and agree that the Terms of Use, and any disputes related thereto, shall be interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

    4. You agree to attorn to the jurisdiction of and agree to bring any actions exclusively in the courts of the Province of Ontario, save and except of injunctive relief which may be sought in any jurisdiction deemed appropriate.

    5. We will not be liable in damages for any delay or default in performing hereunder if such delay or default is caused by conditions beyond our control including, but not limited to acts of God, government restrictions (including the denial or cancellation of related services or other necessary licenses), wars, terrorist actions, pandemics, natural disaster, labour disruptions, insurrections or any other cause beyond our reasonable control.

    6. Any attempt by User to assign any rights or obligations under the Terms of Use shall be void in the absence of our prior written consent.

    7. If any provision of the Terms of Use shall be found to be unlawful, void or unenforceable, then such provision shall be deemed severable from the Terms of Use and will not affect the validity and enforceability of any remaining provisions.

    8. The Terms of Use, together with any subscription agreement entered into between you and RIOS, constitute the entire agreement between you and RIOS with respect to your access and use of the Site, the Services and the Materials.

    9. The headings in the Terms of Use are only for convenience of reference and shall not affect the construction or interpretation of the Terms of Use.