TERMS OF USE

(i) modify, copy, reproduce or create derivative works of such materials, except as explicitly provided;

(ii) use the materials for any commercial purpose;

(iii) distribute or transmit the materials;

(iv) publicly display, publish or perform the materials (for any purpose, commercial or non-commercial);

(v) create derivative works from, transfer, or sell any materials;

(vi) attempt to decompile or reverse engineer any software or database contained in or accessed through the Website; or

(Vii) remove any copyright or other proprietary notations;

without our prior, written consent. All rights not expressly granted to you are reserved by us and, if applicable, our licensors.  For greater clarity, you are permitted to provide links to the Website through email, social media, or other similar methods, provided that such methods do not involve framing or embedding of any portion of the Website within another website or service, imply any affiliation between you and us, or you and the Website, or portray us or the Website in a false, misleading, derogatory or otherwise defamatory manner.

a) Our Content

Except where expressly stated otherwise, all right, title and interest in and to the Website and all Content, source code, processes, designs, technologies, URLs, domain names, marks and logos forming any part of the Website (collectively, “Our Content”) is fully vested in us, our licensors or our suppliers and are protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. You agree that Our Content is licensed subject to these Terms, including the disclaimers and limitations of liability herein. Nothing in your use of the Website or these Terms grants you any right, title or interest in or to Our Content except the limited right to use the Website as set out herein.

b) Third Party Content

Content accessed or available through the Website or the Internet may be owned by parties other than you or us (collectively, “Third Party Content”) and may be protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Website or these Terms grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Website as set out herein.

c) Your Content

The Website may contain comments, social media, or other communication services provided by us or by third parties.  We do not claim ownership of any Content that you post, upload, submit or otherwise transfer to us or to any third party using the Website (collectively, “Your Content”); however, you agree that by posting, uploading, submitting or otherwise transmitting Your Content to us or any third party using the Website, whether or not through use of or in association with your Account:

(i) you will be deemed to have granted us a royalty-free, non-exclusive, worldwide, fully paid-up, irrevocable license to use, copy, transmit, display, and delete Your Content to the extent reasonably required by us;

(ii) you will be deemed to have confirmed, represented and warranted to us that you have all right, title and interest, and the power and authority necessary, to grant such license to Your Content; and

(iii) you will indemnify and save us harmless from and against any liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any action or to satisfy a judgment and expenses of any kind and character whatsoever incurred by us relating to or arising from Your Content, including instances where the Your Content (A) infringes any Third Party Content or other third-party intellectual property rights, or (B) is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful.

d) Deletion of Your Content

You acknowledge and agree that we may retain copies of Your Content for archival or compliance purposes or to otherwise provide the Website to you or others, subject to your license to us set out above, even if you delete your Account to which Your Content is connected. If permitted by the functionality of the Website, you may delete Your Content from the communication facilities thereupon, though we may retain a copy internally for compliance purposes.

e) Responsibility for Content

You acknowledge and agree that you are exclusively responsible for determining the accuracy, suitability, harmfulness or legality of any content, information or material received, transmitted or sent by you using the Website.

f) Public Transmission and Caching

You acknowledge and agree that the technical processing and transmission of the Website, including Your Content and other Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that such Content may be subject to “caching” or other technical processing or transmission policies and procedures by us or at intermediate locations on the Internet.

g) Advertising

We shall have the right, without notice, to insert advertising data into the Website, so long as this does not involve our transmission of any of your personal information in contravention of the Privacy Policy.  If you elect to have any business dealings with any party whose products or services may be advertised on the Website, you acknowledge and agree that such dealings are solely between you and such advertiser and we will not be a party to, or have any responsibility or liability related thereto.  You acknowledge and agree that no such advertising may be construed as an endorsement by us of any such products or services advertised.

h) Feedback

All right, title and interest in and to comments, ideas, suggestions and impressions of the Website and our products and services given by you to us (collectively, the “Feedback”) is and shall be deemed to be our property and, by submitting Feedback to us, you agree that you thereby assign to us all right, title and interest to such Feedback to us.

i) Compliance and Complaints

We do not have any obligation to censor or review any of Your Content, to censor or review any Third-Party Content or to monitor use of the Website. However, you agree that we may, without notice or liability, disclose to third parties any of your information or Your Content, monitor use of the Website and monitor, review and retain any Content, including Your Content, if we believe in good faith that such activity is reasonably necessary to provide the Website to customers, ensure adherence to or enforce these Terms, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others. If we receive a complaint relating to use of the Website by you, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, and restrict, suspend or terminate your access to the Website, and remove Your Content from our servers.

a) Copyright Notice

The Website and all Content is owned and copyrighted by Radical I/O and/or its licensors, and is licensed to you in accordance with these Terms only.

b) Trademark Notice

The trademarks, logos, and service marks displayed on or through the Website are the property (whether registered or unregistered) of Radical I/O, its licensors or other third parties. You are not permitted to use trademarks, logos and service marks for any purpose without our prior, written consent. Except as expressly indicated on the website, no endorsement, sponsorship, affiliation or other authorization is implied by any use of third party trademarks.

c) Copyright Complaints

If you believe that any Content on the Website infringes upon any copyright or other intellectual property right that you own or control, you may send a written notification of such infringement to our designated contact:

by e-mail at: info@radical.io, or

by mail at:
Attn:
Copyright Complaints
Radical I/O Technology Inc.
400 - 22 East 5th Ave
Vancouver, BC, V5T 1G8

d) Infringer and Repeat Infringer Policy

We have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers of intellectual property. We may also, at our sole discretion, limit access to the Website for any user who infringes any intellectual property rights of us or others, whether or not there is any repeat infringement.

a) Proper Conduct (Things You Must Do)

Without limiting the generality of anything else contained in these Terms, you must ensure that:

(i) you only use the Website for lawful purposes; and

(ii) if at any time you become aware of any violation, by any person or entity under your control, of any part of these Terms, you will immediately notify us and provide us with assistance, as requested, to stop or remedy such violation

b) Prohibited Conduct (Things You Must Not Do)

Without limiting the generality of anything else contained in these Terms, you agree that you will not, in connection with the Website, directly or indirectly do or permit any of the following:

(i) post, upload, reproduce, distribute or otherwise transmit any Content that:

(a) is unauthorized or unsolicited commercial communications, or is otherwise duplicative or unsolicited,

(b) contains a virus, cancelbot, Trojan horse, worm or other harmful, disruptive or surreptitious component,

(c) is defamatory, unlawful, indecent or inappropriate,

(d) gives rise to civil liability, or otherwise violates the rights or assists others to violate the rights of us or any third party, such violations including engaging in copyright infringement, invasion of privacy, trademark infringement or defamation.

(ii) engage in threats, harassment, intimidation, stalking or abuse or any conduct that violates the legal rights of others, including the rights of minors and rights relating to privacy and publicity;

(iii) scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems;

(iv) forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any data transmitted using the Website;

(v) impersonate or falsely represent your association with any person, including a representative of us;

(vi) disrupt or threaten the integrity, operation or security of any service, computer or any Internet system;

(vii) disable or circumvent any access control or related process or procedure established with respect to the Website;

(viii) sublicense, share, resell, reproduce, copy, distribute, redistribute, or exploit for any commercial purposes (except for your internal, personal, non-commercial purposes), any portion of, use of or access to, any Website, except where expressly authorized by us;

(ix) harvest, scrape, extract, gather, collect, or store personal information about others without their express consent; or

(x) harvest, scrape, or use any robot, spider, crawler, script or other automated means or interface not provided by us to access the Website or to extract data, collect information or otherwise interact with the Website.

a) Third Party Links

Our Service may contain links to other websites or Internet resources which are provided solely for your convenience and information. When you click on one of those links you are contacting another website or Internet resource. We have no responsibility or liability for, or control over, those other websites or Internet resources or their collection, use and disclosure of your personal information. We encourage you to read the privacy policies of those other websites to learn how they collect and use your personal information.

b) Internet-Based Limitations

Your use of the Website depends on the Internet, including networks, cabling, facilities and equipment that is not in our control; accordingly (i) we cannot guarantee any minimum level regarding such performance, speed, reliability, availability, use or consistency, and (ii) data, messages, information or materials sent over the Internet may not be completely private, and your anonymity is not guaranteed.

c) Customer Acknowledgement

You acknowledge and agree that (i) all use of the Website provided by us is at your own risk, (ii) the Content that you may access while using the Website may contain links to other websites, which are provided solely as a convenience to you and the inclusion of any such link does not imply endorsement, investigation or verification by us of such websites or the information contained therein, and (iii) all products and services provided under these Terms are provided on an “as is” and “as available” basis.

d) Disclaimer of Warranties

We make no conditions, warranties or representations about the suitability, reliability, usability, security, quality, capacity, performance, availability, timeliness or accuracy of the Website.  We expressly disclaim all conditions, warranties and representations, express, implied or statutory, including implied conditions or warranties of merchantability, fitness for a particular purpose, durability, title and non-infringement, whether arising by usage of trade, by course of dealing, by course of performance, at law, in equity, by statute or otherwise howsoever.

e) No Liability

Notwithstanding any other provision of these Terms, in no event will we, our affiliates, or our controlling parties, agents employees, suppliers, licensors, resellers or distributors (collectively in these disclaimers and limitations, “we” or “us”) be liable for any direct, indirect, special, incidental, consequential or punitive damages, or any other damages or losses whatsoever, including damages for loss of profits, goodwill, opportunity, earnings, use or data, arising directly or indirectly from or related to these Terms or the Website, or any Content or software in connection therewith, regardless of the cause of action and even if one or more of us have been advised of the possibility of such damages or losses, or if such damages or losses would be reasonably foreseeable, including damages or losses arising from or in any way related to the following:

(i) sending, receiving, not sending, not receiving, loss, deletion or alteration of any transmissions, data or transactions entered into through or using the Website;

(ii) any suspension, curtailment, restriction, termination or other limitation placed on your use of the Website;

(iii) any act or omission of you or any third party, including any threatening, defamatory, obscene, offensive or illegal conduct or any infringement of another’s rights, including intellectual property rights;

(iv) any loss or damage to Your Content or other data arising directly or indirectly from your use or non-use of the Website or related components;

(v) the performance of the Internet or the Website;

(vi) the content or accuracy of any material, information or data (including any software) related to these Terms or viewed, downloaded, accessed or transmitted using, over or through the Internet or the Website, including material that infringes the rights of others or otherwise violates laws or regulations; and

(vii) delays, errors, interruptions, mistakes, omissions, non-delivery, incorrect delivery, viruses, Trojan horses, spyware, spam or defects in the transmission of any information, material or data over or through our systems or networks or the systems or networks of third parties.

f) Applicability

Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability.  In such circumstances, to the extent that such prohibitions prohibit any exclusions and limitations in these Terms, such exclusions and limitations will not apply to you strictly to the extent necessary to make these Terms consistent with such prohibitions.

g) Indemnity By You

You agree to indemnify and hold us harmless from all liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any such action, or to satisfy a judgment, and expenses of any kind and character whatsoever incurred by us relating to or arising from (i) access to or use, by you or permitted by you, of the Website, or (ii) any of your acts or omissions, including breach or non-performance of these Terms and any violation of any third party rights.

a) Interpretation

In these Terms, (i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms, (ii) the word “including”, the word “includes” and the phrase “such as”, when following a general statement or term (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected, (iii) all references to website addresses or URLs shall also include any successor or replacement websites containing substantially similar information as the referenced website(s), and (iv) any monetary amounts expressed are in Canadian dollars.

b) Waiver of Rights and Remedies

Our failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. Neither the course of conduct between you and us nor trade practice shall act to modify any provision of these Terms. Our rights, powers and remedies in these Terms, including without limitation the right to suspend, restrict or terminate your access to any portion of the Website, are cumulative and in addition to and not in substitution for any right, power or remedy that may be available to us at law or in equity.

c) Severability

If any provision of these Terms is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.

d) Notifications

Subject to our Policy, we may provide you with notifications via email, in hard copy, or through conspicuous posting of such notice on the Website, as we may determine in our sole discretion.

e) Governing Law and Jurisdiction

These Terms and the rights of the parties hereto are governed by, and will at all times be construed in accordance with, the laws in force in the Province of British Columbia and the laws of Canada applicable therein, without reference to its conflict of laws principles. You hereby irrevocably consent to the jurisdiction of the courts of the Province of British Columbia in connection with any matter arising out of or in connection with these Terms.

f) Assignment and Inurement

We may at any time assign our rights and obligations under these Terms, in whole or in part, without notice to you. You may not assign these Terms without our prior, written consent. These Terms will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.

g) Survival

All provisions that, by their meaning or nature, are intended to survive termination or expiry of these Terms shall survive termination or expiration of these Terms.

h) Relationship

You agree that no joint venture, partnership, employment or agency relationship exists between us and you as a result of these Terms or your use of the Website.

i) Entire Agreement

These Terms, as amended from time to time, including any and all documents, websites, rules, terms and policies referenced herein, constitutes the entire agreement between us and you with respect to the matters referred to in these Terms and supersedes all prior and contemporaneous agreements and understandings, whether electronic, oral or written, between us and you with respect to such matters.

i) English Language

The parties have requested and agree that this agreement and all documents relating thereto be drawn up in English / Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.