THIS CONTRACT CONTAINS A BINDING ARBITRATION CLAUSE
This Agreement takes effect when you click the “Create Account” button on our website. By accepting this Agreement you represent to us that you have the legal capacity to do so. If you are entering into this Agreement for a business entity, you represent to us that you have legal authority to bind that entity and that the entity is validly organized and existing under the laws of its state of formation.
Use of Our Services
You may only use our Services as provided in this Agreement. You agree to comply with all laws, rules, and regulations applicable to your use of our Services and our Site. We may change or discontinue any of our Services at any time, or change or remove features or functionality of our Services from time to time. You cannot use our Site for any illegal or unauthorized purpose, or to promote or make solicitations for any illegal or unauthorized activity and you cannot interfere with or disrupt our Services, or disobey any requirements, procedures, policies or regulations of networks connected to our Services. If you do, we may cancel your account without prior notice and your content may be lost.
Unless otherwise indicated, we retain all right, title, and interest in and to the software and Services, including without limitation all graphics, user interfaces, databases, functionality, software, website designs, audio, video, text, photographs, graphics, logos, and trademarks or service marks reproduced through the Services. These Terms of Service do not grant you any intellectual property license or rights to the Services, except to the limited extent that they specifically set forth your license rights to it. You recognize that the Site and Services and their components are protected by copyright and other laws.
Your Account on our Services
You must create an account to access our Services. You must keep your account passwords secure. You are responsible for the information you provide us and the Services and activities that take place under your account or via any of your displays and other mediums. You are responsible for ensuring your use of Services is in accordance with your organization's policies. We have the right, in our sole discretion and at any time, to suspend or terminate your account and refuse to grant you further access to our Services.
You understand and agree that as part of our Services, you may receive certain communications from us, such as account creation confirmations, service announcements, administrative messages and newsletters. You will be able to opt out of most of these communications, but not others (such as those concerning your account, displays, users and other administrative or monitoring matters). We’ll promise to keep notes from us at a minimum (we don’t like crowded inboxes either!). If you don’t want to receive any messages from us, ever, you will need to cancel your account. Sorry.
The entire content of the Site, including but not limited to text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code, and the design, structure, selection, coordination, expression, “look and feel” and arrangement of such content (collectively, “Content”) is owned controlled, or licensed by or to Rise Vision. By using our Site, you agree that our Content is provided for informational purposes only, and that we have no liability to you for any inaccuracy or deficiency in it.
You agree that your Content placed on our Services, will be true, accurate, current, and complete. You represent and warrant that you have the legal right to provide it, and it does not violate any third party’s intellectual property, privacy, or other proprietary rights.
By uploading, sending, posting or otherwise providing any information or material, you grant Rise Vision an unrestricted, irrevocable, worldwide, non-exclusive license to reproduce, display, perform, modify, transmit, distribute, or use it in Rise Vision’s sole discretion. You agree that Rise Vision is free to use any ideas, concepts, know-how or techniques that you provide us for any purpose, including to create derivative works. You agree not to store confidential, proprietary or personal information on the software.
Our Site is intended only for the storage of non-private, non-confidential information. ANYONE WHO HAS THE APPLICABLE URL MAY BE ABLE TO VIEW YOUR CONTENT. Information you don't want the public to see should not be uploaded or linked to our Site. If you do store such information on our Site, you will defend, indemnify, and hold us harmless from all claims made against us, all liabilities imposed on us or threatened against us, and all costs incurred by us or, in our sole discretion, deemed necessary by us, to respond to any incident involving such information whether the claimant is a private party or a government agency.
References to Rise Vision Incorporated
When referring to us in any advertising or promotional materials, including without limitation on web sites or in client literature, you agree to do so according to our guidelines which can be requested by sending an email to firstname.lastname@example.org. By using our Services and referring to us in your advertising or promotional materials, you further agree to comply in full with all requests by us to edit such advertising or promotional material to comply with the guidelines set forth in our Style Sheet.
In any legal document you enter with any third party that refers to us, you agree to refer to us as Rise Vision Incorporated, or Rise Vision, Inc. Nothing herein should be read to convey that we have consented to any obligation or participation in any such third-party agreement, and any such consent is expressly withheld absent separate written agreement by us.
Notices of Infringement by Your Content
Payment for Services
The pricing of those Services for which we charge a fee (“Paid Services”) varies from product to product. Before you place an order for a Paid Service, our Site will show you the price and payment terms that apply. By placing the order, you agree to those terms.
Malfunctions may occur in the delivery of Paid Services from time to time, despite our best efforts. If a Paid Services loses functionality, please report this to us as soon as possible. If this happens, we will attempt to determine the amount of time functionality was lost, and will reduce the fees payable in an amount we deem appropriate to make up for the lost functionality.
Fees for Paid Services will normally include applicable taxes and duties, including value added taxes (“VAT”). You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
Certain of our users (“Network Operators”) use our Services and our site to manage the digital signage of their own customers. Network Operators agree:
Not to represent or otherwise lead their customers to believe they are affiliated with us.
To defend and indemnify us as provided in the Indemnity section below from any lawsuit or other claim their customers bring against us, unless we have a separate contract with that customer, and the lawsuit or claim arises from matters covered in our contract with the customer.
Term and Termination
The term of this Agreement begins when you accept it and continues until terminated by you or us. You may terminate this Agreement for any reason by (i) providing us notice and (ii) closing your account for all Services. We may terminate this Agreement for any reason by providing you 30 days advance notice. We may also terminate this Agreement immediately upon notice to you if you take any act in violation of this Agreement, if we believe providing the Services could create a substantial economic or technical burden or material security risk for us, or if we decide that termination of the Agreement is reasonably necessary to keep us in compliance with any law.
Upon any termination of this Agreement all your rights under this Agreement immediately terminate; you remain responsible for all fees and charges you have incurred through the date of termination, and the provisions on Indemnity will survive termination.
If you have prepaid for Services, we do not issue refunds for the month in which termination occurs, unless required by law to do so.
After termination, you may retrieve your Content only if you are not in breach with any provisions of the Agreement, and we determine that you have the legal right to possess such Content (i.e., we determine that you are not violating copyright laws).
We will not be liable to you for any damages you suffer where our failure to perform is caused by events beyond our control, including without limitation Acts of God or the public enemy, war, terrorism, failure of communications or electricity networks, or the laws of any government or governmental agency.
TO THE EXTENT ALLOWED BY APPLICABLE LAW, WE PROVIDE OUR SERVICES “AS IS,” WITH NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SERVICES, INCLUDING ANY WARRANTY THAT THE SERVICES OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THE THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE (INCLUDING THE ACCURACY, RELIABILITY, AVAILABILITY, OR ABILITY OF THE SERVICES OR CONTENT TO MEET YOUR NEEDS), NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL RISE VISION, ITS AFFILIATES OR ITS SUBSIDIARIES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SPONSORS OR AGENTS BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES, OR INFORMATION CONTAINED WITHIN THE SITE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES WHETHER THE DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY IN WHOLE OR IN PART TO YOU.
YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICEs TO YOU.
Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred, and any claim by you is subject to the Limitation of Liability set forth above. Claims related to the terms, conditions and warranties of actual purchased goods and services are not subject to this limitation.
You will indemnify, defend and hold the Indemnitees below harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, insurers, licensors, and affiliates, together with us the “Indemnitees”) by a third party not affiliated with the Indemnitees to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Services by you or your affiliates, (b) your or your affiliates' noncompliance with or breach of this Agreement, (c) your or your affiliates' use of Third-Party products, services or content, or (d) the unauthorized use of the Services by any other person using your Account or user information.
We will notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
The law of Ontario, Canada will apply to all matters and disputes arising out of your use of this Site or our Services, without regard to its conflicts of laws principles.
If you have a problem with our Site or our Services, you agree first to notify us (email@example.com) so that we can try to resolve the problem. If, after 14 calendar days, we have not come to a mutual resolution, you agree to submit to binding arbitration, to be conducted by a mutually-agreed Arbitrator, in Toronto, Canada at your expense. The arbitration will be governed by the Ontario Arbitration Act 1991 or International Arbitration Act, as applicable. Each of us will select one arbitrator; the two arbitrators selected by us will then select a third arbitrator of their choosing. If you win, we will pay the arbitration expenses and your reasonable attorney’s fees. If we win, you agree to do the same for us. By accepting these terms, you waive your right to go to court and you explicitly waive your right to participate in a class action lawsuit.
Excluded from binding arbitration are (A) either party's claims against the other in connection with bodily injury or real property damage and for environmental indemnification; and (B) our claims against you for collection or payment for Services, damages (liquidated or otherwise) or any other amounts due or payable us from you under this Agreement, but we and you may mutually agree to arbitrate any of these excluded matters.
Last modified: January 13, 2023