Terms and Conditions

Welcome to www.riipen.com ("Riipen"). By accessing Riipen you are agreeing to the following terms, which are designed to make sure that Riipen works for everyone. Riipen is provided to you by Riipen Networks Inc., #214 – 1315 Esquimalt Rd, Victoria, BC, Canada. This policy is effective December 1, 2013.

Using Riipen.

You will post projects that are appropriate for students and will not abuse the platform in any of the following ways:

  • violate any laws or our Prohibited Content Policy
  • be false or misleading or use another entity’s information
  • infringe any third-party right
  • distribute or contain spam, chain letters, or pyramid schemes
  • distribute viruses or any other technologies that may harm Riipen or the interests or property of Riipen users
  • impose an unreasonable load on our infrastructure or interfere with the proper working of the Riipen website
  • use any robot, spider, scraper or other automated means to access Riipen and collect content for any purpose without our express written permission
  • harvest or otherwise collect information about others, including email addresses, without their consent
  • bypass measures used to prevent or restrict access to Riipen

Global Reach.

Riipen is a virtual platform of global scale that allows students and companies to meet. By using Riipen, you agree that your project can be viewed internationally. When you choose to post your project you are responsible for ensuring that it does not violate any international laws. We may remove your project if we believe it causes problems or violates any law or policy.

Fees and Services.

Riipen charges fees for certain services. If the service you use charges a fee, you will be able to review and accept that charge. Our fees are quoted in Canadian Dollars, and are subject to change. The fee for posting a project on Riipen does NOT guarantee that any student will want to complete your project. Please see our Tips on Making Your Project Appeal to Students for help to increase the chances of success of your project. We will notify you of changes to our fee policy by posting such changes on the site. We may choose to temporarily change our fees for promotional events or new services that benefit our users. Our fees are non- refundable, and you are responsible for paying them when they're due. If you don't, we may limit your ability to use the services or remove your entire account from the site. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms.

Content.

Riipen contains content from us, you, and other users. You agree not to copy, modify, or distribute Riipen, our copyrights or trademarks. When you give us content, you are granting us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise the copyright, publicity, and database rights to that content. If you believe that your rights have been violated, please notify us at feedback@riipen.com and we will investigate the matter. We reserve the right to remove content where we have grounds for the violation of these terms or the rights of any other party.

Reporting Intellectual Property Infringements (Verified Rights Owners - VeRO).

Do not post content that infringes the rights of third parties. This includes, but is not limited to, content that infringes on intellectual property rights such as copyright and trademark. We reserve the right to remove content where we have grounds for suspecting the violation of these terms, our policies or of any rights of the party. To report content to Riipen that you believe to be infringing on your copyright, trademark, or other intellectual property rights please email us at feedback@riipen.com. Only the owner of the intellectual property rights can report infringement to Riipen.

Liability.

You agree not to hold Riipen or Riipen Networks Inc. responsible for the content that other users post or do. We do not guarantee the accuracy of postings or user communications or the quality, safety, or legality of what is offered. We also cannot guarantee continuous or secure access to our services. Accordingly, to the extent legally permitted we expressly disclaim all warranties, representations and conditions, express or implied. We are not liable for any loss, whether of money (including profit), goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of Riipen, even if you advise us or we could reasonably foresee the possibility of any such damage occurring.

Despite the previous paragraph, if we are found to be liable, our liability to you or any third party (whether in contract, tort, negligence, strict liability in tort, by statute or otherwise) is limited to the greater of

  • the total fees you pay to us in the 12 months prior to the action giving rise to liability, and
  • 100 Canadian Dollars.

Personal Information.

By using Riipen, you agree to the collection, transfer, storage and use of your personal information by Riipen Networks Inc. on servers located in the United States and in Canada as further described in our privacy policy.

1. Definitions and Interpretation.

Unless otherwise defined herein, or the context otherwise dictates, capitalized terms used in the Terms of Service shall have the meanings set forth in Exhibit “A” attached hereto.

2. Acceptance

(a) By directly or indirectly accessing or making use of the Services of Riipen Networks Inc. (the “Vendor”), and/or by clicking the acceptance button, the User signifies the User’s agreement to be bound by the Terms of Service, and represents and warrants that the User is older than 18 years of age and that the User has, and at all times shall have, the necessary power, capacity and authority to enter into, abide by, comply with and perform the User’s obligations under the Terms of Service.

(b) The Vendor reserves the right to, at its sole discretion, amend the Terms of Service at any time and without notice, the most current version of which shall always be available at https://riipen.com/terms-of-use. The User acknowledges and agrees that the continued use of the Services by the User or the User’s Agents, following any amendment of the Terms of Service, shall signify the User’s assent to, and acceptance of, such amended terms and conditions.

(c) If the User does not agree to the Terms of Service, or any subsequently amended term or condition thereof, the User and the User’s Agents may not use the Services, and any Terms of Service previously entered into must forthwith be terminated by the User pursuant to Section 11(a).

3. License to Use Services

(a) Subject to the User’s compliance with the terms and conditions of the Terms of Service, the Vendor hereby grants to the User a revocable, personal, non-exclusive, non-sublicensable, non-assignable and non-transferable license to use the Services, exclusively in the manner set out in the Terms of Service.

(b) All right, title, interest, ownership rights and intellectual property rights in and to the Services and the trademarks of the Vendor, are and shall remain the property of the Vendor and its licensors, as applicable.

(c) The Vendor reserves all rights to the Services not expressly granted to the User herein, and without limiting the generality of the foregoing, nothing in the Terms of Service grants to the User, by implication, estoppel, or otherwise, any license or right to use the Services, any Content other than User Content and/or the Vendor’s name, domain names, trademarks, logos, or other distinctive brand features, other than as expressly set out in the Terms of Service.

4. Information and Access IDs

(a) In order to use the Services, the User must provide certain information through the Services, including without limitation the User’s full legal name, physical address and email address. The User acknowledges and agrees that the information disclosed by the User through the Services may be accessible by an Organisation and/or a School making use of a branded portal forming part of the Services, and consequently such information may be subject to the terms of a privacy policy other than the Vendor’s Privacy Policy. The User represents and warrants that all information the User provides through the Services, and otherwise, shall be true, accurate, current and complete, and the User agrees to update such information as necessary to maintain its truth and accuracy. The User furthermore represents and warrants that at no point shall the User impersonate any person or entity or misrepresent any affiliation of a person or entity.

(b) The User acknowledges and agrees that the User shall:

  • maintain the security and confidentiality of the User’s Access ID;
  • use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services;
  • notify the Vendor promptly of any unauthorized access to, or use of, the Services; and
  • not share the User’s Access ID with any other person, unless agreed to in writing by the Vendor.

5. Obligations Specific to Organisations

(a) The Organisation shall pay to the Vendor monthly, quarterly or yearly fees in advance based on the Usage Plan subscribed to by the Organisation during the applicable period and the In-Application Purchases made by the Organisation and the Organisation’s Agents during such period, calculated in accordance with the Fee Schedule (collectively, the “Organisation Fees”).

(b) The Organisation Fees shall be paid by credit card, by certified cheques or in another form of immediately available funds acceptable to the Vendor, acting reasonably. If the Organisation provides the Organisation’s credit card information through the Services or otherwise, the Organisation thereby agrees to the Vendor charging the Organisation Fees to the Organisation’s credit card without requiring any further notice to, or consent from, the Organisation, and the Organisation represents and warrants that such Organisation Fees shall be paid when due. Overdue amounts shall accrue interest at the rate of 18% per annum, or at the highest legal interest rate, if less. The Organisation shall reimburse the Vendor for all expenses (including reasonable attorneys’ fees) incurred by the Vendor to collect any amount that is not paid when due.

(c) The Organisation acknowledges and agrees that the Organisation shall be responsible for any and all currency conversion charges as well as sales, service, value-added, use, excise, consumption and any other taxes, duties and charges of any kind, if any, imposed by any federal, provincial or local governmental entity on any Organisation Fees payable pursuant to the Terms of Service, other than any taxes imposed on, or with respect to, the Vendor’s income.

(d) The Organisation acknowledges and agrees that, notwithstanding termination of the Terms of Service, the Organisation shall not be entitled to a refund from the Vendor, for any Organisation Fees or any pro rata portion of any Organisation Fees paid or payable to the Vendor pursuant to the Terms of Service:

  • in respect of any monthly billing cycle that had already commenced at the date of such termination, if the Organisation is subscribed to a monthly Usage Plan;
  • in respect of any quarterly billing cycle that had already commenced at the date of such termination, if the Organisation is subscribed to a quarterly Usage Plan; and
  • in respect of any yearly billing cycle that had already commenced at the date of such termination, if the Organisation is subscribed to a yearly Usage Plan. By way of example, if the Organisation subscribes for a yearly Usage Plan on July 5, 2017 and the Organisation or the Vendor terminates the Terms of Service on July 10, 2018, then the Organisation shall be liable to pay the yearly Organisation Fees for July 5, 2017 to July 4, 2018 and the yearly Organisation Fees for July 5, 2017 to July 4, 2018, and the Organisation shall not be entitled to a refund from the Vendor in relation to any such Organisation Fees.

(e) Notwithstanding any other term of the Terms of Service, the Organisation acknowledges and agrees that the Vendor shall be entitled to amend the Fee Schedule from time to time, by giving thirty (30) days written notice of such amendment to the Organisation, which notice shall amend the Fee Schedule accordingly, and shall be binding on the Organisation, as of the Organisation’s next monthly, quarterly or yearly billing cycle, as applicable. If the Organisation does not agree to such amended Fee Schedule, the Organisation may not use the Services after the end of the Organisation’s current monthly, quarterly or yearly billing cycle, as applicable, and the Terms of Service must be terminated by the Organisation pursuant to Section 11(a) on or before the last day of the Organisation’s current monthly, quarterly or yearly billing cycle, as applicable.

6. Obligations Specific to Schools and Other Entities that Purchase Branded Portals

(a) The School shall pay to the Vendor monthly, quarterly and/or yearly fees, as set out in the School Order Form, and shall pay all fees resulting from In-Application Purchases made by the School and the School’s Agents during such period (collectively, the “School Fees”).

(b) The School Fees shall be paid by credit card, by certified cheques or in another form of immediately available funds acceptable to the Vendor, acting reasonably. If the School provides the School’s credit card information through the Services or otherwise, the School thereby agrees to the Vendor charging the School Fees to the School’s credit card without requiring any further notice to, or consent from, the School, and the School represents and warrants that such School Fees shall be paid when due. Overdue amounts shall accrue interest at the rate of 18% per annum, or at the highest legal interest rate, if less. The School shall reimburse the Vendor for all expenses (including reasonable attorneys’ fees) incurred by the Vendor to collect any amount that is not paid when due.

(c) The School acknowledges and agrees that the School shall be responsible for any and all currency conversion charges as well as sales, service, value-added, use, excise, consumption and any other taxes, duties and charges of any kind, if any, imposed by any federal, provincial or local governmental entity on any School Fees payable pursuant to the Terms of Service and/or School Order Form, other than any taxes imposed on, or with respect to, the Vendor’s income.

(d) The School acknowledges and agrees that, notwithstanding termination of the Terms of Service and/or the School Order Form, the School shall not be entitled to a refund from the Vendor, for any School Fees or any pro rata portion of any School Fees paid or payable by the Vendor in relation to: (i) the Initial Term (as defined in the School Order Form); and/or (ii) any Renewal Term (as defined in the School Order Form) where the Terms of Service and School Order Form was not terminated at least (30) days prior to the commencement of such Renewal Term.

(e) The School acknowledges and agrees that the Vendor shall be entitled to amend the School Order Form in accordance with the terms set out therein.

7. General Use of the Services - Permissions and Restrictions

(a) The User may not use the Services to violate, infringe or appropriate any person’s privacy rights, publicity rights, right not to be defamed, copyrights, trademark rights, contractual rights or any other legal right.

(b) The User agrees not to copy, modify, alter, change, translate, decrypt, obtain or extract the source code of, create derivative works from, reverse engineer, reverse assemble, decompile, disassemble or reverse compile any part of the Services.

(c) The User agrees not to use or launch any automated system, including without limitation any “robot” or “spider” that accesses the Services. The User agrees not to collect or harvest any information in an automatic, bulk or systematic way, including any personally identifiable information, from the Services or Content.

(d) The User may not interfere with, or attempt to interfere with, the Services or the networks or services connected to the Services, whether through the use of viruses, bots, worms, or any other computer code, file or program that interrupts, destroys or limits the functionality of any computer software or hardware, or otherwise permit such activity.

(e) The User must use the Services in accordance with the Terms of Service and any and all applicable laws and regulations. The Vendor reserves the right to investigate and take appropriate action against anyone who, in the Vendor’s sole discretion, violates this provision, including without limitation, taking legal action or any action set out in Section 11(b).

8. Content

(a) The User agrees that the Vendor typically does not, and has no obligation to, review, censor or edit the Content, or the contents of any third-party site or application, but may at the Vendor’s sole discretion do so at any time. The User acknowledges and agrees that the Vendor does not endorse Content, the contents of any third-party site or application or any opinion, recommendation, or advice expressed therein, and the Vendor expressly disclaims any and all liability in connection therewith. The User acknowledges and agrees that the Vendor assumes no responsibility for the content, privacy policies, or practices of any third-party, including without limitation, any third-party service provider which may host Content.

9. User Content

(a) Unless otherwise expressly set out in the Terms of Service, all right, title, interest, ownership rights and intellectual property rights in and to any User Content, and the User’s trademarks, are and shall remain such User’s property, such User’s Agents’ property and/or the property of its or their respective licensors, as applicable. Notwithstanding the foregoing, the User hereby acknowledges and agrees that some or all of the User Content may be inaccessible on or through the Services, including without limitation, due to an event set out in Sections 10 and 16(b).

(b) The User hereby acknowledges and agrees that User Content may be disclosed to, and accessible by:

  • the User and the User’s Agents;
  • other Users;
  • the Vendor and the Vendor’s Agents;
  • third-party service providers and their Agents;
  • any person potentially liable for making payment on behalf of the Organisation or School;
  • the general public; and
  • any other person to whom any of the foregoing persons have granted access to the User Content. The User furthermore acknowledges and agrees that the Vendor does not guarantee any confidentiality with respect to User Content, and that User Content disclosed to, and accessible by other Users may be subject to the terms of a privacy policy other than the Vendor’s Privacy Policy.

(c) The User represents and warrants that the User owns or has all of the necessary licenses, rights, consents and permissions to use and authorize the Vendor to use all patent, trademark, trade secret, copyright and other proprietary rights in and to any and all User Content, to permit inclusion and use of such User Content in the manner contemplated by the Services and the Terms of Service without violating, infringing or appropriating any person’s privacy rights, publicity rights, copyrights, trademark rights, contractual rights or any other legal right.

(d) The User hereby grants the Vendor an irrevocable, perpetual, worldwide, royalty-free, sublicensable and transferable license to use, host, reproduce, distribute, license, display, perform, modify and create derivative works of all User Content.

(e) The Vendor reserves the right to, with or without notice, remove any User Content for any reason whatsoever,including without limitation, any User Content that:

  • allegedly infringes on another’s intellectual property rights;
  • is patently offensive, exploitative, criminal, or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
  • is considered adult or pornographic;
  • harasses or advocates harassment of another person, or promotes illicit or criminal activity;
  • solicits personal information from anyone under 18;
  • constitutes or promotes information that the User knows is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
  • involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, or “spamming”; or
  • interferes or attempts to interfere with the proper working of the Services, disrupts or attempts to disrupt the normal flow of dialogue with an excessive number of messages (flooding attack) to the Services, prevents or attempts to prevent others from using the Services or otherwise negatively affects other persons’ ability to use the Services. The User acknowledges and agrees that the foregoing User Content is prohibited on the System, and shall not be submitted, uploaded and/or displayed on or through the Services by the User or User’s Agents.

10. Feedback

(a) The User acknowledges and agrees that any ideas, suggestions, concepts, processes, techniques, enhancement requests, recommendations, test results, data information and other output or feedback which the User provides to the Vendor related to the Services, the Vendor or the Vendor’s business, and any and all metadata, anonymized data, raw data and other information reflecting the access or use of the Services by the User (“Feedback”), shall become the Vendor’s property without any compensation or other consideration payable to the User by the Vendor, and the User does so of the User’s own free will and volition. The Vendor may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative into the Services, its other products and services, or any future versions or derivatives of the foregoing. The User shall and does hereby assign all rights on a worldwide basis in perpetuity to the Vendor in any Feedback and, as applicable, shall and does hereby waive any moral rights therein.

11. Termination, Modification and Suspension

(a) The User may terminate the Terms of Service at any time and for any reason by initiating and completing the account cancellation process by emailing info@riipen.com.

(b) The Vendor may at its sole discretion at any time and for any reason, with or without notice:

  • ban any computer or device from accessing the Services;
  • prevent any User
  • from accessing the Services;
  • terminate, modify, suspend or discontinue any Access IDs, the Terms of Service or the Services; and/or
  • remove any User Content.

12. Warranty Disclaimer

(a) THE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE USER AGREES THAT THE USER’S USE OF THE SERVICES AND ALL CONTENT FORMING PART OF OR RELATED TO THE SERVICES, SHALL BE AT THE USER’S SOLE DISCRETION AND RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE VENDOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED OR STATUTORY, IN CONNECTION WITH THE SERVICES AND THE USER’S USE THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, HARDWARE COMPATIBILITY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY THE USER FROM THE VENDOR OR ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.

(b) THE VENDOR MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND ABOUT THE ACCURACY OR COMPLETENESS OF ANY SITES, APPLICATIONS, PAGES OR SERVICES LINKED TO OR THROUGH THE SERVICES. THE VENDOR DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR, ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICE OR WEBSITE FEATURED IN ANY USER SUBMISSION, BANNER, SPONSOR MESSAGE OR OTHER ADVERTISING. THE VENDOR SHALL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN THE USER AND ANY OTHER USER OF THE SERVICES OR ANY THIRD-PARTY PROVIDERS OF ANY PRODUCT OR SERVICE.

13. Limitation of Liability

(a) IN NO EVENT SHALL THE VENDOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS DIRECTLY OR INDIRECTLY, BE LIABLE TO THE USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF REVENUE, INCOME, PROFIT, REPUTATION, GOODWILL OR CUSTOMERS WHATSOEVER RESULTING FROM THE USER’S USE OF OR ACCESS TO THE SERVICES OR ANY CONTENT, INCLUDING WITHOUT LIMITATION RESULTING FROM ANY:

  • ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN THE SERVICES;
  • PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE USER’S ACCESS TO OR USE OF THE SERVICES OR ANY CONTENT;
  • UNAUTHORIZED ACCESS TO OR USE OF THE VENDOR’S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION OR OTHER INFORMATION STORED THEREIN OR THEREON;
  • INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES;
  • TERMINATION OF ACCESS TO THE SERVICES OR REMOVAL OF ANY CONTENT BY THE VENDOR; (VI) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD-PARTY; OR
  • ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USER’S USE OF ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE AFFECTED PARTIES ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) THE TOTAL AGGREGATE LIABILITY OF THE VENDOR FOR ANY AND ALL CLAIMS RELATED TO THE TERMS OF SERVICE SHALL BE LIMITED TO DIRECT DAMAGES SUFFERED BY THE USER, NOT TO EXCEED THE FEES ACTUALLY RECEIVED BY THE VENDOR FROM THE RELEVANT USER, UNDER THE TERMS OF SERVICE, DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. ANY ACTION COMMENCED AGAINST THE VENDOR FOR ANY AND ALL CLAIMS RELATED TO THE TERMS OF SERVICE, SHALL BE BROUGHT WITHIN TWELVE (12) MONTHS AFTER SUCH CAUSE OF ACTION SHALL HAVE FIRST ARISEN.

(c) THE VENDOR DOES NOT CONTROL CONTENT AND DOES NOT GUARANTEE THE ACCURACY OR INTEGRITY OF SUCH CONTENT. THE USER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT THE VENDOR SHALL NOT BE LIABLE IN ANY WAY FOR ANY CONTENT INCLUDING BUT NOT LIMITED TO ANY ERRORS OR OMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD-PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH THE USER.

(d) THE USER AGREES THAT, WITH RESPECT TO ANY DISPUTE RELATED TO THE TERMS OF SERVICE:

  • THE USER HEREBY GIVES UP THE USER’S RIGHT TO HAVE A TRIAL BY JURY; AND
  • THE USER HEREBY GIVES UP THE USER’S RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE RELATED TO THE TERMS OF SERVICE.

(e) ALL FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

14. Indemnity by the User

THE USER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE VENDOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY FEES) ARISING FROM:

  • THE USER’S OR THE USER’S AGENTS’ USE OF OR ACCESS TO THE SERVICES;
  • ANY THIRD PARTY USE OF, OR ACCESS TO, THE USER’S ACCESS ID;
  • THE USER’S OR THE USER’S AGENTS’ VIOLATION OF ANY TERM OF THE TERMS OF SERVICE;
  • THE USER’S OR THE USER’S AGENTS’ VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY OR PRIVACY RIGHT; OR
  • ANY CLAIM THAT THE USER CONTENT CAUSED DAMAGE TO A THIRD-PARTY. THIS DEFENCE AND INDEMNIFICATION OBLIGATION SHALL SURVIVE THE TERMS OF SERVICE AND THE USER’S AND THE USER’S AGENTS’ USE OF THE SERVICES.

15. Assignment

The Terms of Service, and any rights and licenses granted hereunder, may not be transferred, assigned or sold by the User, but may be transferred, assigned and sold by the Vendor without restriction.

16. Data Usage and Charges

The Services may use information and data transmission networks operated by third-parties to send data, information and Content from a computer or device to the Vendor’s servers, and to serve data, information and Content back to such computer or device. Depending on the User’s wired or wireless data or similar plan with such third-party operators, the User may incur charges from such third-party operators for use of its information and data transmission networks. The User is solely responsible for any and all costs, including without limitation wireless and cellular data costs, the User may incur as a result of the usage of the Services and/or as a result of data, information and Content submitted or received by the User’s computer or device through the Services.

17. Updates and Availability of Services

(a) The User acknowledges and agrees that the Vendor may from time to time, at its sole discretion, make Updates available to the User, but is under no obligation to do so. The User acknowledges and agrees that Updates may require the User to enter into new terms of service or, alternatively, shall be subject to all terms and conditions of the Terms of Service.

(b) The User acknowledges and agrees that there may be occasions when the Services may be interrupted, including without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.

18. General

(a) Nothing in the Terms of Service shall be construed to constitute the Vendor and the User as principal and agent, employer and employee, franchisor and franchisee, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking. The User shall have no right or authority to assume or create any obligation of any kind, express or implied, on behalf of the Vendor or waive any right, interest or claim that the Vendor may have, other than as expressly set out herein, or with the prior written consent of the Vendor.

(b) If there is any dispute between the User and the Vendor about or involving the Services or the Terms of Service, the User hereby acknowledges and agrees that the dispute shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflict of law provisions. The User hereby agrees to submit to the exclusive jurisdiction of the courts in Vancouver, British Columbia with respect to any claim, proceeding or action relating to or otherwise arising out of the Terms of Service or the User’s access to or use of the Services, howsoever arising, provided always that the Vendor may seek and obtain injunctive relief (or an equivalent type of urgent legal relief) in any jurisdiction.

(c) The Terms of Service and the Fee Schedule, Usage Plans and School Order From (all of which, as applicable, are incorporated herein by reference), constitute the whole legal agreement between the User and the Vendor and governs the User’s use of the Services (but excluding any services which the Vendor may provide to the User under a separate written agreement), and completely replaces and supersedes any prior agreements between the User and the Vendor in relation to the Services. Notwithstanding the foregoing, the Vendor and the User shall be entitled to enter into an additional superseding agreement which by its terms may expressly alter, amend or terminate the Terms of Service.

(d) If any provision of the Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Service, which shall remain in full force and effect. No waiver of any term of the Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and the Vendor’s failure to assert any right or provision under the Terms of Service shall not constitute a waiver of such right or provision.

(e) Sections 3(b), 3(c), 5(a), 5(b), 5(d), 6(a), 6(b), 6(d), 7(a), 7(b), 7(c), 7(d), 9, 10, 11(b), 12, 13, 14, 15, 18(e) and such other provisions of the Terms of Service which by implication from its nature is intended to survive the termination or expiration of the Terms of Service, shall survive termination or expiration of the Terms of Service.

19. Contact the Vendor

The User may direct any questions, complaints or claims with respect to the general functionality and operation of the Services to the Vendor at info@riipen.com.

EXHIBIT “A”

DEFINITIONS AND INTERPRETATION

  • Access ID” means the unique identification name and corresponding password, assigned to each User who has been authorised to access and use the Services, and allowing such User to access and use the Services, and “Access IDs” shall be construed accordingly.
  • “Agents” means with respect to a Party, such Party’s agents, employees, consultants, contractors and/or other authorized representatives, and “Agent” shall be construed accordingly.
  • “Content” means any material posted on, submitted on, uploaded to and/or appearing on the Services, including without limitation, data, information, text, graphics, photos, videos, charts, or location information, and for greater clarity, includes User Content.
  • “Fee Schedule” means the Vendor’s fee schedule, as provided by the Vendor to certain Users from time to time, setting out the cost of the respective Usage Plans, and/or the cost of the respective In-Application Purchases, as applicable.
  • “In-Application Purchases” means the supplementary products, services and/or functionality offered for sale by the Vendor, which is not otherwise included in the cost of the Usage Plan subscribed to by the Organisation, or the School Order Form entered into by the School.
  • “Organisation” means an organisation directly or indirectly accessing or making use of the Services through the organisation access portal, for the purpose of submitting work projects and accessing Students, after having subscribed for Services, through the Services or otherwise, and “Organisations” shall be construed accordingly.
  • “Parties” means the parties to the Terms of Service, and “Party” shall be construed accordingly.
  • “School Order Form” means the order documents representing the initial subscription to the Services by a School, and any subsequent amendments made thereto from time to time.
  • “School” means an educational institution directly or indirectly accessing or making use of the Services through the school access portal, for the purpose of submitting work projects, accessing Students and/or benefitting its learners, after having subscribed for Services through a School Order Form, and “Schools” shall be construed accordingly.
  • “Services” means the services offered or made available by the Vendor, and any website, application or widget associated therewith.
  • “Student” means a person directly or indirectly accessing or making use of the Services through the student access portal, for the purpose of accessing work projects submitted by Organisations and/or Schools, and “Students” shall be construed accordingly.
  • “Terms of Service” means the terms and conditions set out in this terms of service (including its Exhibit), as amended from time to time, and the Vendor’s Privacy Policy, as amended from time to time, found at riipen.com/privacy-policy and incorporated herein by reference.
  • “Updates” means versions of the Services that contain functional enhancements, modifications, error corrections and/or fixes relating to the Services, and “Update” shall be construed accordingly.
  • “Usage Plans” means the access plans to the Services offered for sale by the Vendor to Organisations, each such plan providing certain specified benefits to the Organisation, and “Usage Plan” shall be construed accordingly.
  • “User Content” means Content posted, submitted, uploaded and/or displayed on or through the Services by the User or User’s Agents.
  • “User” means the Organisation, School or Student entering into the Terms of Service as applicable, and “Users” shall be construed accordingly.

General.

These terms and the other policies posted on Riipen constitute the entire agreement between Riipen Networks Inc. and you, superseding any prior agreements. This agreement is governed by the laws of Canada. We both submit to the non-exclusive jurisdiction of the courts of Victoria, British Columbia, Canada. This will not affect your statutory rights if you are a user and applicable laws require application of another law (such as the law of your country of residence) for certain topics. If we do not enforce any particular provision, we are not waiving our right to do so later. If a court strikes down any of these terms, the remaining terms will survive. We may automatically assign this agreement in our sole discretion in accordance with the notice provision below. Except for notices relating to illegal or infringing content, your notices to us must be sent by registered mail to:

Riipen Networks Inc.

#214 -1315 Esquimalt Rd

Victoria, BC Canada

Re: Riipen User

Inquiries

We will send notices to you via the email address you provide, or by registered mail. Notices sent by registered mail will be deemed received five days following the date of mailing. We may update this agreement at any time, with updates taking effect when you next use the site or after 30 days, whichever is sooner. No other amendment to this agreement will be effective unless made in writing, signed by users and by us. Send questions, comments or complaints to feedback@riipen.com.