TERMS OF SERVICE
Last Updated: June 5, 2025
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Welcome to Riio Systems Inc. (“Riio,” “we,” “our,” or “us”). These Terms of Service (the “Terms”) govern your access to and use of our software‑as‑a‑service platform, including Riio – Flow (collectively, the “Service”). By creating an account, clicking “I Agree,” or otherwise using the Service, you (“Customer,” “you,” or “your”) agree to be bound by these Terms.
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Website Use of www.riio.app
These Terms also govern your informational use of the website located at www.riio.app and its sub‑pages (collectively, the "Site"). Sections 2–16 apply only if you create a Riio account or otherwise subscribe to the Service. For casual browsing of the Site, the following additional provisions apply:
A. License to Site Content. Riio grants you a limited, revocable, non‑transferable license to view, download (for caching purposes only), and print Site content for your personal, non‑commercial use.
B. Trademarks & IP. All trademarks, logos, and Site content are the property of Riio or its licensors. Except for the limited license above, no rights are granted.
C. Information Only; No Warranty. Site content is provided for general informational purposes and Riio makes no representations or warranties regarding its accuracy or completeness.
D. External Links. The Site may contain links to third‑party sites. Riio is not responsible for any third‑party content, products, or services.
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1. Definitions
“Affiliate” means any entity that controls, is controlled by, or is under common control with a party. “Customer Data” means any data, content, or materials that Customer (including its Authorized Users) inputs to, stores on, or transmits through the Service. “Authorized User” means an individual who is authorized by Customer to use the Service under Customer’s account. “Subscription Term” means the period for which Customer has paid applicable Fees to access the Service.
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2. Subscription and Usage Rights
2.1 Provision of the Service. Riio will make the Service available to Customer during the Subscription Term subject to these Terms.
2.2 License. Riio grants Customer a non‑exclusive, non‑transferable, non‑sublicensable right to access and use the Service solely for Customer’s internal business purposes and in accordance with the Documentation.
2.3 Usage Limits. Customer shall not exceed the usage limits set forth in the applicable Order Form. Riio may charge additional Fees for overages.
2.4 Beta Features. Riio may make Beta Features available. Beta Features are provided “AS IS,” may be discontinued at any time, and are not subject to any SLA.
2.5 Renewal and Cancellation. Subscriptions renew automatically at the end of each Subscription Term unless Customer provides at least 30 days’ written notice of non‑renewal.
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3. Fees and Payment
3.1 Fees. Customer will pay all Fees specified in the Order Form.
3.2 Payment Terms. Unless otherwise agreed in an Order Form, Fees are automatically charged to Customer’s authorized credit card on the first day of each Subscription Term (or, for overages and other variable charges, on the date such Fees accrue). If Riio permits invoicing, invoiced Fees are due within 30 days of the invoice date.
3.3 Refund Policy. All Fees are non‑refundable.
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4. Customer Data; Data Security and Privacy
4.1 Ownership. Customer retains all rights, title, and interest in Customer Data. Riio acquires no ownership of Customer Data.
4.2 Data Security. Riio will implement industry‑standard administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, use, or disclosure.
4.3 Compliance. Riio will process Personal Information in accordance with PIPEDA, the GDPR (where applicable), and Riio’s Privacy Policy.
4.4 Data Processing Addendum (DPA). The Riio DPA is incorporated by reference and applies automatically where the GDPR or similar laws apply.
4.5 Aggregated & Anonymized Data; Machine‑Learning Improvements. Riio may (a) combine or aggregate Customer Data with other data and (b) use such aggregated, de‑identified information to develop, train, and improve its algorithms, analytics, and machine‑learning models, provided that the resulting data cannot reasonably be used to identify Customer, its Authorized Users, or any individual. Riio will not attempt to re‑identify anonymized data and will maintain technical and organizational safeguards designed to prevent re‑identification.
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5. Confidentiality
Each party shall (i) keep Confidential Information in strict confidence, (ii) not use Confidential Information except to perform its obligations or exercise its rights under these Terms, and (iii) not disclose Confidential Information to any third party without the discloser’s prior written consent.
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6. Intellectual Property Rights
Riio and its licensors own all rights, title, and interest in the Service and underlying technology. No rights are granted except as expressly set forth herein.
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7. Acceptable Use
Customer shall not (i) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Service; (ii) use the Service to transmit malicious code; or (iii) interfere with or disrupt the integrity or performance of the Service.
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8. Term and Termination
8.1 Term. These Terms commence on the Effective Date and continue for the Subscription Term, unless terminated earlier in accordance with this Section 8.
8.2 Termination for Cause. Either party may terminate these Terms (i) upon 30 daysʼ written notice if the other party materially breaches and fails to cure, or (ii) immediately if the other party becomes insolvent.
8.3 Post‑Termination Data Retention. Riio will retain Customer Data for 30 days following termination to enable export. After the retention period, Riio will delete Customer Data except as required by law.
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9. Disclaimers
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” RIIO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.
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10. Limitation of Liability
10.1 Indirect Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
10.2 Liability Cap. Each party’s aggregate liability arising out of or related to these Terms shall not exceed the total Fees paid by Customer to Riio in the 12 months preceding the claim.
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11. Indemnification
Customer will defend, indemnify, and hold harmless Riio from any third‑party claim arising out of Customer’s breach of these Terms or misuse of the Service.
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12. Compliance with Laws
Customer represents that it will comply with all applicable laws, including those relating to privacy, data protection, financial data, and export controls.
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13. Governing Law and Dispute Resolution
These Terms and any dispute arising hereunder are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
Dispute Resolution: Any dispute shall be finally resolved by binding arbitration under the Arbitration Act, 1991 (Ontario) in Toronto, conducted in English.
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14. Modifications to the Service or Terms
Riio may modify the Service or these Terms from time to time. Material changes will become effective upon the start of the next Subscription Term unless Customer objects within 30 days.
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15. Entire Agreement
These Terms (and any Order Forms, DPA, and policies referenced herein) constitute the entire agreement between the parties and supersede all prior agreements relating to the Service.
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16. Contact
If you have any questions about these Terms, please contact Riio at contact@riio.app.