- means all data, information and documents that Users upload to the Site.
- means User access information including User IDs, passwords, two factor verification information, security questions and security answers.
- means training resources, files, videos and other documentation supporting use of the Site.
- 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.
Site and Services
- You agree that we reserve the right to add, amend, remove or augment Service Features and Materials at any time.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
Term and Termination
- either Party, in its own discretion, by giving the other Party at least thirty (30) days’ written notice; or
by RIOS where:
- 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;
- RIOS ceases to provide the Services.
- 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.
We have the right to temporarily suspend a User’s access to the Site or use of any Credentials:
- If we believe, acting reasonably, that the User Account or Credentials have been compromised;
- If we believe your use of the Site poses a security risk to RIOS or any third party; or
- During site maintenance.
- 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.
Fees and Invoicing
- 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.
- 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.
- 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.
- 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.
Requirements and Restrictions
- 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.
- 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.
You agree you will not, nor assist any third party to:
- Sub-license or otherwise share your access to the Site;
- 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;
- Infringe any copyright, patent, trademark or trade secret of RIOS or its third-party service providers;
- Use the Site in a service bureau, bulk sales, computer service or timesharing business;
- Use the Site to create a database in electronic or other format or for the purposes of data aggregation or dissemination;
- Resell or otherwise commercially exploit the Site, the Services, the Content or any Materials;
- 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;
- Take any action that imposes, or may impose an unreasonable or disproportionately large load on the Site’s infrastructure;
- Attempt to gain unauthorized access to the Site;
- Use the Site to store or transmit content that infringes on any person’s intellectual property rights;
- Use the Site in any manner that interferes with or disrupts the integrity or performance of the Site;
- 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
- Use any automated or semi-automated process, system or software to access and use the Services or collect information from the Site.
- 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.
- 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.
- 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.
You represent and warrant that:
- 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;
- Content does not and will not infringe any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
- Content does not and will not violate any law, statute, ordinance or regulation;
- Content is not, and will not be, defamatory, trade libelous, obscene or pornographic; and
- Content has been subjected to firewalls, password and other industry appropriate security measures to limit viruses and other harmful or deleterious programming routines.
- 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.
- 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.
- 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.
- 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.
Each Party shall:
- reasonably cooperate with the other Party in order to assist such Party in complying with its obligations under applicable law; and
- 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.
- 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.
- 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.
- 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.
Limitation of Liability
- 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.
Representations and Warranties
Privacy and Usage
- 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.
- 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.
Last Updated: May 12, 2023