- “Claims” means any and all manner of claims, demands, actions, suits or proceedings, including, without limitation, all rights with respect to any and all Losses.
- “Feedback” means your recommendations, enhancement requests, suggestions, or other feedback on the features or functionality of the Services.
- “Losses” means any and all manner of losses, damages, fines, penalties, costs and expenses (including legal fees on a full indemnity basis), known or unknown, foreseeable or not foreseeable, liquidated or unliquidated, direct or indirect.
- “Risk Alive” means Risk Alive Analytics Inc., an Alberta corporation with an office at Suite 300, 926 5th Avenue SW, Calgary, Alberta T2P 0N7.
- “Risk Alive Content” means all content that is not Your Content.
- “Site” means Risk Alive’s website at www.riskalive.com, or any successor website.
- “Terms of Engagement” means the terms of engagement form submitted by you to Risk Alive, which is subject in its entirety to the terms of the Agreement.
- “Your Content” means any material whatsoever that you submit, create or transfer by your use of the Services including but not limited to data, information, images, screen shots, video, audio or other content that is either (i) uploaded to the Site or (ii) otherwise provided to Risk Alive for the express purpose of being uploaded to the Site.
- Access and Use. Subject to the terms of the Agreement, Risk Alive grants you a limited, non-exclusive, personal, non-transferable, non-sub-licensable and fully revocable right to access and use the Services for the term specified in the Terms of Engagement. Risk Alive may modify, suspend or remove any Risk Alive Content or features of the Site at any time and without notice to you. All rights to the Services and Risk Alive Content not expressly granted to you hereunder are exclusively reserved by Risk Alive.
- Login Credentials. Risk Alive will contact you to coordinate activation of your access to the Services and creation of your login credentials.
- Support Services. Learning support for the Services is available on a self-serve basis through an onboarding video and other written materials found online in the Risk Alive Help Centre. Troubleshooting technical support is available via email at email@example.com and phone +1 (877) 264-9637. Engineering (analytics) support is available at extra cost to you at Risk Alive’s then current rates.
- Risk Alive Intellectual Property. The Site and Services and the business names, slogans, logos, trademarks, service marks, domain names, designations, the Risk Alive Content and the arrangement and look and feel of the Site and Services (collectively the "IP") are Risk Alive’s exclusive property. You acknowledge having been advised by Risk Alive that the IP is protected in Canada and internationally by applicable law including, but not limited to copyright laws, trademark laws, treaty provisions and other intellectual property, confidential information and proprietary rights laws. You may not use Risk Alive’s name, logo or trademarks in any material, written or electronic, without Risk Alive’s prior written consent.
- Representations and Warranties. You represent and warrant to Risk Alive that you will not:
- upload to, or transmit from, the Site any data, file, software, or link that contains or redirects to a virus or other harmful code;
- reverse engineer, decompile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Site or Services, any third party use of the Site or Services, or any information or data contained therein;
- do anything that will reveal or generate the source code of the Site or Services;
- attempt to gain unauthorized access to the Site or Services, or their related systems or networks;
- grant access or disclose or share access and your login credentials with any third party; or
- authorize, permit, or encourage any third party to do any of the above.
- Performance Learning. Risk Alive may use Your Content and the skills and learnings acquired during the provision of the Services to you or otherwise for the performance of similar services for third parties, provided that Your Content is modified to be made incapable of being identified as pertaining to you.
- Advisory Capacity. You acknowledge and accept that the use of and reliance upon the output of the Services are subject to professional judgment, and the output of the Services is provided to you in an advisory capacity only, for your consideration and sole decision to implement.
- Disclaimer of Warranties.THE SERVICES ARE MADE AVAILABLE ON AN “AS-IS”, “AS AVAILABLE”, “WHERE AS” AND “WITH ALL FAULTS” BASIS. RISK ALIVE DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, ACCURACY, QUALITY AND NON-INFRINGEMENT. WITHOUT LIMITATION, RISK ALIVE DOES NOT WARRANT THAT:
- THE SERVICES ARE SUITABLE FOR OR WILL MEET YOUR REQUIREMENTS;
- THE SERVICES ARE FREE OF DEFECTS, HARMFUL CODE, VIRUSES OR MALWARE;
- THE SERVICES WILL BE FREE FROM INTERRUPTION;
- THE SERVICES WILL BE ERROR-FREE; OR
- DEFECTS IN THE SERVICES WILL BE CORRECTED.
- Limitation of Liability.
RISK ALIVE IS NOT RESPONSIBLE FOR YOUR USE OF THE SERVICES AND YOU ACCEPT THAT YOUR ACCESS TO AND USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK AND EXPENSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ON YOUR OWN BEHALF AND ON BEHALF OF ALL SUBSIDIARIES AND AFFILIATES, SUCCESSORS AND ASSIGNS (THE “RELEASORS”), RELEASE RISK ALIVE, ITS SUBSIDIARIES AND AFFILIATES AND EACH OF THEIR PAST AND PRESENT DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS AND REPRESENTATIVES FROM ANY AND ALL CLAIMS AND LOSSES ANY OF THE RELEASORS HAVE OR MAY HAVE IN THE FUTURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OR INABILITY TO USE THE SERVICES OR THE AGREEMENT, OF ANY NATURE AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHER), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, INCLUDING IN RESPECT OF PROPERTY DAMAGE, PERSONAL OR BODILY INJURY AND DEATH.
THE SERVICES PROVIDED BY RISK ALIVE UNDER THE AGREEMENT DO NOT INCLUDE ANY ASSUMPTION OF RISK OR THE POSSIBILITY OF SUCH POTENTIAL LOSSES. YOU FURTHER ACKNOWLEDGE THAT (A) YOUR ACCESS TO AND USE OF THE SERVICES UNDER THE AGREEMENT IS MADE POSSIBLE ONLY BY THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY SPECIFIED HEREIN AND (B) SUBSTANTIAL FEES WOULD BE PAYABLE BY YOU IF ANY OF THESE PROVISIONS WERE UNENFORCEABLE. YOU AND RISK ALIVE ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 12 IS TO ALLOCATE THE RISKS UNDER THE AGREEMENT BETWEEN YOU AND RISK ALIVE AND YOU AND RISK ALIVE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THE AGREEMENT.
THIS LIMITATION UPON CLAIMS AND LOSSES SHALL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
NOTWITHSTANDING THE ABOVE, IF RISK ALIVE IS FOUND LEGALLY RESPONSIBLE TO YOU FOR ANY LOSSES YOU MAY HAVE SUFFERED ARISING IN CONNECTION WITH YOUR ACCESS TO AND USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES, THEN RISK ALIVE’S LIABILITY TO YOU WILL BE NO MORE THAN FIFTY DOLLARS ($50.00) CANADIAN.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD RISK ALIVE, ITS SUBSIDIARIES AND AFFILIATES AND EACH OF THEIR PAST AND PRESENT DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS AND REPRESENTATIVES (THE "INDEMNITEES") HARMLESS FROM AND AGAINST ALL CLAIMS OF THIRD PARTIES AND ALL LOSSES, OF WHATEVER NATURE, INCURRED OR SUFFERED BY ANY OF THE INDEMNITEES AS A RESULT OF OR ARISING OUT OF OR IN ANY WAY CONNECTED TO YOUR OR YOUR PERSONNEL’S ACTS OR OMISSIONS INCLUDING BUT NOT LIMITED TO THE USE OF THE SERVICES, RELIANCE ON THE SERVICES, OR RELATING TO ANY FAILURE BY YOU OR YOUR PERSONNEL TO COMPLY WITH ANY APPLICABLE LAW OR ANY TERMS OF THE AGREEMENT.
Risk Alive reserves the right, at its own expense, to assume exclusive defence and control of any matter subject to indemnification by you. You agree to provide all assistance as Risk Alive may reasonably request in defence of any indemnified Claim.
- Termination. Risk Alive may terminate the Agreement and your rights under it, without notice to you, at any time and for any reason.
- Feedback. You agree to grant and hereby grant Risk Alive a non-exclusive, worldwide, perpetual, irrevocable, fee and royalty-free, fully transferrable and sub-licensable right and license to exploit all Feedback.
- Confidentiality. Risk Alive agrees that it will not at any time during or after the termination of the Agreement, reveal, divulge, or otherwise make known to any third party any of Your Content except for any of Your Content that becomes part of the public domain through no breach of the Agreement by Risk Alive or in accordance with Section 9 below.
If Risk Alive is compelled by law to disclose any of Your Content, Risk Alive agrees that it will, to the extent practicable and legally permitted, provide You with prompt written notice of such request including identification of the particular Your Content to be disclosed and a copy of the order or written requirement from the applicable court or government authority so that You may, at Your sole cost and expense, seek a protective order or other appropriate remedy and/or waive compliance with the provisions of the Agreement. If a protective order or other remedy is not obtained, or You waive compliance with the provisions of the Agreement, Risk Alive will furnish only that portion of Your Content that is legally required.
- General Terms.
- Changes to the Agreement: Risk Alive may, acting in its sole discretion and without notice to you, change the terms of the Agreement from time to time. You agree to review the Agreement periodically to ensure you are familiar with the current version in force, and your continued use of the Services constitutes your acceptance of the changes.
- Severability: If any term or condition of the Agreement is held void or unenforceable, it will be severed, and every other provision of the Agreement will be enforced as if the void or unenforceable term or condition had never been a part hereof.
- Survival: Sections 1, 2, 6, 7, 8, 9, 10, 11, 12, 13, 15, 17.B, 17.D, 17.E, 18 and this Section 17.C of the Agreement shall survive in full force and effect notwithstanding any termination or expiry of the Agreement.
- Enurement: The Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns.
- Governing Law, Jurisdiction and Venue: The interpretation of the Agreement, all disputes arising hereunder and your legal relationship with Risk Alive will be governed by and construed in accordance with the laws of the Province of Alberta, together with the federal laws of Canada applicable therein, without regard to conflict of laws principles. The Agreement shall not be governed by the application of the United Nations Convention on Contracts for the Sale of Goods. You and Risk Alive irrevocably and unconditionally agree that you will not commence any action, litigation or proceeding of any kind whatsoever against each other that arises from or relates to the Agreement, regardless of legal theory (whether by contract, equity, tort (including negligence), fraud, under statute or other) in any forum other than the courts of the Province of Alberta. You and Risk Alive irrevocably and unconditionally accept and submit to the exclusive jurisdiction of such courts and agree to bring any such action, litigation or proceeding only in the courts of the Province of Alberta located in Calgary, Alberta. You and Risk Alive agree that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by action on the judgment or in any other manner provided by law.