This Terms of Service Agreement ("Agreement") is a legal agreement between you ("You") and Rizound, Inc. ("Rizound") governing your use of Rizound’s websites and services (“Services”) including any software, mobile applications and related documentation (“Software”). By installing or otherwise using the Website or Services, You agree to be bound by the terms of this Agreement. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK THE "CANCEL" BUTTON AND DO NOT INSTALL OR OTHERWISE USE THE SERVICES. You also affirm that You are at least 18 years of age or an emancipated minor, or possess parental or guardian consent, and are fully able and competent to understand and assent to this Agreement. In any event You affirm that You are over the age established by the law of your country requiring the consent of a parent or guardian to collect personal information. If You are under such age, You may not use the Services. Rizound is a British Columbian corporation and You agree that this Agreement is governed by the laws of British Columbia. Further, You agree that the Services are deemed to be based solely in British Columbia and that the Services’ websites shall be deemed passive websites that do not give rise to personal jurisdiction over Rizound in jurisdictions other than British Columbia.
1.1 License. You may access and use the Services provided You comply with this Agreement and applicable laws.
1.2 Separate Charges. Your use of the Services may require a computer or a device with internet access. You are responsible for paying any and all charges associated with such access.
1.3 Simultaneous Log-ins. You are permitted up to 1 simultaneous log-ins to Your account. Rizound may change the permitted number of log-ins with notice to You.
1.4 Access to Devices and Third-Party Services. You hereby authorize Rizound to access those computers and devices that You select for the purpose of providing the Services to You and in order to carry out the instructions and settings selected by You. You also hereby authorize Rizound to access any third-party accounts that You select in order to carry out the instructions and settings selected by You.
1.5 Paid Services. Depending on the level of service You select, Your use of the Service may require the payment of a fee. Your use of any fee-based versions of the Services shall be governed by any subscription terms presented at the time of purchase in addition to the terms of this Agreement.
1.6 Use of Third-Party Services. The Services may allow You to connect to third-party websites, applications and services for purposes of sharing or uploading Your Content. Your use of any third-party websites, applications and services shall be governed by the third-party’s privacy policies and terms.
2.1 Sharing Your Content. As a user of the Services, You may upload content to the Services including photos, videos, biometric responses, likes and comments (“Content”). Some Services may include features that allow You to share Your Content with other users and/or to make it public. We do not monitor or control what others do with Your Content. Therefore, once shared, others might use, copy, modify, re-distribute or publicly share Your Content. You are solely responsible for the consequences of sharing Your Content and it is Your responsibility to communicate how Your Content may be used.
2.2 Ownership. You do not retain rights and ownership of your content as Rizound will claim any ownership rights to Your Content. By agreeing to this document you affirm, represent and warrant, that You will no longer own nor have the necessary licenses, rights, consents and permissions to the Content You upload to the Services and that You share from the Services, and that these respective rights will belong to Rizound.
2.3 License to Your Content. By adding Content to the Services, You grant Rizound a non-exclusive, worldwide, royalty-free, sub-licensable and transferable license to use, reproduce, publicly display, distribute, modify and publicly perform Your Content. The license granted herein is for the limited purposes of providing, delivering, and improving the Service or developing new ones. The license granted herein will continue even after You stop using the Services. You may not terminate this license at any time by removing Your Content from the Service. In case of removable, some copies of Your removed Content may persist on our servers for a reasonable period of time as part of our regular back-up process.
2.4 License to Your Feedback. You are not required to provide Rizound with any ideas, comments, suggestions or other feedback (“Feedback”) regarding the Services. However, if You provide Rizound Feedback, You agree that it is done so voluntarily. You also hereby grant Rizound a fully paid, perpetual, irrevocable, royalty-free, worldwide, sub-licensable and transferrable license to use your Feedback for any purpose including the purposes of developing and improving Rizound products, services and marketing and to reproduce, publicly display, distribute, modify and perform the Feedback.
2.5 Access to Your Content. Rizound may also access Your Content for purposes of operating the Services. These actions may include (but are not limited to) responding to Your requests for support, detecting, preventing or otherwise addressing fraud, security issues and unlawful behavior, and enforcing this Agreement.
If we provide Software to You as part the Services, then we grant You a non-exclusive license to install and use the Software subject to the terms and conditions of this Agreement.
You must not misuse the Services. For example, You must not:
You may terminate the use of our Services at any time by cancelling your subscription, if any, and uninstalling the Software. Rizound may terminate the Services at any time by providing You notice of such termination. For paid Services, the amount of any refund that may be due will be determined by the applicable subscription terms. Additionally, Your rights to access these Services will terminate automatically without notice from Rizound if You fail to comply with this Agreement. Upon termination of access for any reason, You shall cease all use of the Services and destroy all copies, full or partial, of the Software. You acknowledge that Rizound may remove Content associated with canceled, unused free, or past-due accounts without notice to You.
Rizound. If You use the Rizound mobile application (“Rizound”), then these additional terms apply: The Rizound App also uses automatic technological methods, such as geolocation tagging, facial detection and optical character recognition, to scan images and people detected in your camera’s content.
Title, ownership, rights, and intellectual property rights in and to the Services shall remain with Rizound. The Services are protected by the copyright laws of Canada and international copyright treaties.
PURCHASE OF SOFTWARE THROUGH AN APP STORE IS ALSO GOVERNED BY THE TERMS OF SERVICE OF THAT APP STORE. RIZOUND HAS NO RESPONSIBILITY FOR AND WILL NOT BE LIABLE FOR ANY MATTER OR DISPUTE RELATED TO AN APP STORE TRANSACTION.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. RIZOUND HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PERFORMANCE OF THE SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. RIZOUND DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF SERVICES OR SOFTWARE, THAT THE FUNCTIONS CONTAINED IN, PERFORMED OR PROVIDED BY, THE SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICES SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES OR SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY RIZOUND OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL RIZOUND BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES OR SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF RIZOUND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall RIZOUNDS’ total liability to You for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
The Services are intended for use only with properly licensed media, content and content creation tools. You are solely responsible for the legality of the third party content You use in conjunction with the Services and it is Your responsibility to ascertain whether any copyright licenses or other agreements are necessary for Your contemplated use. If so, it is also Your responsibility to obtain any such licenses to serve and/or create, compress, convert, or download such media and content. You agree to record, convert, play back and download only those media and content for which You have the necessary copyright license and other permissions, and/or clearances. You further agree to hold harmless, indemnify and defend Rizound, its officers, directors, agents and employees, from and against any losses, damages, fines, royalties, licensing fees and/or expenses (including attorneys' fees and costs) arising out of or relating to any claims that You have (i) viewed, downloaded, uploaded, stored, encoded, modified, converted, compressed, copied or transmitted any media and content (other than media and content provided by RIZOUND ) in connection with the Services in violation of another party's rights or in violation of any law, or (ii) violated any terms of this Agreement.
This Agreement is personal to You, and may not be assigned without Rizound' express written consent.
Technical support is not offered.
You may not use or otherwise export or re-export RIZOUND except as authorized by Canadian law and the laws of the jurisdiction in which RIZOUND was obtained. In particular, but without limitation, RIZOUND may not be exported or re-exported (a) into any Canadian embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use RIZOUND for any purposes prohibited by Canadian law.
RIZOUND and related documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
17.1 DMCA. Rizound respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, Rizound will respond promptly to notices of copyright infringement provided such notices are submitted in accordance with this section.
17.2 Take-Down Notice. If you are a copyright owner or authorized to act on behalf of one, and you believed your work is being infringed in connection with the Services, please provide a written Notice of Alleged Infringement (“Notice”), containing the elements listed below, via email to email@example.com
17.3 Elements of Notice
(a) Identify the copyrighted work that you claim has been infringed, or if multiple copyrighted works are covered by the Notice - you may provide a representative list of the copyrighted works that you claim have been infringed;
(b) The URL of the link shown on the website or the exact location where such material may be found;
(c) Your full legal name, company affiliation (if applicable), mailing address, telephone number, and, if available, email address;
(d) Include a statement that you have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;
(e) Include a statement that the information in this Notice is accurate and, under penalty of perjury, that you are the owner, or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
(f) Your physical or electronic signature.
17.4 Counter-Notice. If you believe Rizound disabled or removed access to your work as the result of an improper claim of infringement, please provide, pursuant to the DMCA, written notification via regular mail or fax (not by email or phone), to our Copyright Agent at the contact information above, that contains the following elements:
(a) Identify the material that was removed from the Services and the location within the Services where it appeared before it was removed;
(b) Include a statement, under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or misidentification of the content to be removed or disabled;
(c) Provide your name, company affiliation (if applicable), mailing address, telephone number, and, if available, email address;
(d) A statement that you consent to jurisdiction of the Federal District Court for the district where you reside (or of Seattle, Washington if you reside outside of the United States) and that you will accept service of process from the person who provided the Notice under the DMCA; and
(e) Your physical or electronic signature.
This Agreement shall constitute the complete and exclusive agreement between You and Rizound. Rizound may modify this Agreement at any time. This Agreement may not be modified by You except in a writing duly signed by You and an authorized representative of Rizound. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be severable only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.