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RIFO REALTY GROUP INC.
TERMS OF RIFO CLIENT

Last Revised: August 5, 2020

These Terms of Service (“TOS”) are between you (i.e. the end-user) (“You” or “Client”) and RIFO REALTY GROUP INC. (“RIFO”) and they govern Your use of RIFO Client (as defined and further explained below).

These TOS incorporate, and are to be read in conjunction with, the RIFO Website Terms of Use available at https://www.rifo.com/terms-of-use (“Website TOU”) and the Acceptable Use & Conduct Policy available at https://www.rifo.co/acceptable-use-policy (“AUP”), each as may be amended from time-to-time. The Website TOU govern Your use of RIFO’s website currently located at www.rifo.com (“Website”).

If You have any questions relating to these TOS, please contact RIFO by e-mail at info@rifo.com with questions about these TOS.
PLEASE READ THESE ENTIRE TOS CAREFULLY BEFORE ACCESSING, USING OR DOWNLOADING ANY OF RIFO CLIENT. THE TOS CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CERTAIN EXCLUSIONS AND LIMITATIONS ON THOSE RIGHTS, INCLUDING THE FOLLOWING:
  • A NON-CIRCUMVENTION CLAUSE
  • DISCLAIMERS REGARDING RIFO CLIENT
  • LIABILITY LIMITATIONS AND EXCLUSIONS
  • AN INDEMNITY FROM YOU
  • A FORUM SELECTION CLAUSE
  • A WAIVER OF CLASS ACTION DISPUTES CLAUSE
THESE TOS ARE EFFECTIVE UPON ACCEPTANCE. WHEN YOU REGISTER FOR A REGISTERED CLIENT ACCOUNT WITH RIFO, YOU ACCEPT THESE TOS BY CHECKING THE APPROPRIATE BOX AND ACKNOWLEDGING THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THESE TOS. IF YOU DO NOT REGISTER FOR A REGISTERED CLIENT ACCOUNT, THESE TOS ARE EFFECTIVE THROUGH USE OF RIFO CLIENT, INCLUDING USE OF THE WEBSITE OR BY DOWNLOADING ONE OF RIFO CLIENT APPS.
IF YOU ARE AGREEING TO THESE TOS ON BEHALF OF ANOTHER PERSON OR ENTITY, THEN YOU REPRESENT AND WARRANT TO RIFO THAT YOU HAVE THE AUTHORITY TO BIND THAT PERSON OR ENTITY TO THESE TOS.
IF YOU DO NOT AGREE TO BE BOUND BY ANY PART OF THESE TOS, OR DO NOT HAVE THE AUTHORITY DESCRIBED IN THE PREVIOUS PARAGRAPH, DO NOT CHECK THE APPROPRIATE ACCEPTANCE BOX AND DO NOT INSTALL, DOWNLOAD, ACCESS OR USE ANY OF RIFO CLIENT AND CANCEL THE LOADING OF AND DELETE ANY APPS.

ABOUT RIFO’S SERVICES & RIFO CLIENT

RIFO’s affiliates offer real estate brokerage services, including listing services and buyer representation services, and various ancillary services (such brokerage services and such ancillary services, the “RIFO Affiliate Brokerage Services”).
In connection with the RIFO Affiliate Brokerage Services, RIFO makes available a platform (“Platform”) as an online service designed to service and connect Clients, RIFO real estate agents (“Agents”) and third party vendors (“Vendors”) during the buying, selling and servicing of real estate. Clients, Agents and Vendors may access and use such online services via distinct RIFO mobile applications specifically designed for Registered Clients, Agents or Vendors, respectively (such online services and such applications, collectively, the “RIFO Online Services”). For certainty, the “RIFO Online Services” include the Platform and such mobile applications, as well as any software, other platforms, digital services, features, tools, functionalities, and any RIFO Content, made available via or accessible to Clients, Vendors or Agents via the RIFO Online Services, including by not limited to, RIFO Client (as defined below).
Portions of the RIFO Online Services are focused on servicing RIFO Affiliate Brokerage Services clients (i.e. individuals or entities) (“Clients”) to assist Clients with their buying, selling and servicing of real estate. Clients may access and use such Client-focused RIFO Online Services via RIFO’s Client-focused mobile applications (“RIFO Client Apps” and, together with the portion of the RIFO Online Services made available through such RIFO Client Apps, “RIFO Client”, as further defined below) . RIFO Client may include various functionalities, such as allowing Registered Clients (as defined below) to: (i) search real estate listings and learn information related to such listings; (ii) find, connect with and make appointments with, Agents for real-estate agent services (“Agent Services”); (iii) track their real estate selling and/or buying progress; and (iv) connect with Vendors in order to purchase and receive Vendor services (“Vendor Services”). For certainty, “RIFO Client” includes the Platform, the portion of the RIFO Online Services made available through such RIFO Client Apps, and RIFO Client Apps, as well as any software, other platforms, digital services, features, tools, functionalities, and any RIFO Content, made available via or accessible to Clients via RIFO Client.
“Content” means any text, information, materials, data, video, graphics, pictures, music, logos, marks, designs, hyperlinks, embedded links, URLs, and other types of content. “RIFO Content” means, any Content available on, or used to create and operate, the RIFO Online Services, including RIFO Client, as well as the selection and arrangement of such Content, but RIFO Content excludes User Content. “User Content” means any Content that You, or other Clients, or any Agents or Vendors upload, submit, post, display, transmit or otherwise make available on or to the RIFO Online Services. “User” means any end-user of any RIFO Online Services, including You, any Client, any Vendor or any Agent.
1. YOUR AGE AND ELIGIBILITY TO USE RIFO CLIENT
RIFO Client is not intended for persons under the age of 18 and no person under the age of 18 may access or use (“use”) RIFO Client. If You use RIFO Client, You represent and warrant to RIFO that You are at least 18 years of age.
2. SCOPE OF RIFO’S ROLE
  1. RIFO Client, is in part designed to enable Clients, Vendors and Agents to connect and arrange for the provision and receipt of Agent Services and Vendor Services. RIFO CLIENT MERELY FACILITATES SUCH CONNECTING AND ARRANGING.
  2. IN NO EVENT WILL RIFO BE RESPONSIBLE VIA THESE TOS FOR AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIFO DISCLAIMS AND EXCLUDES ALL LIABILITY ARISING FROM ANY: (I) NON-RIFO BROKERAGE RELATED CONDUCT, WHETHER BY YOU, CLIENTS, AGENTS, VENDORS OR OTHER END-USERS; (II) COMMUNICATION WITH AND PLANNING WITH AGENTS FOR AGENT SERVICES, OR ANY TRANSACTIONS BETWEEN OR AMONG CLIENTS AND AGENTS OTHER THAN VIA AGENT SERVICES; (III) OR (III) USE OF OR PROVISION OF VENDOR SERVICES, INCLUDING TRANSACTIONS OR DEALINGS BETWEEN OR AMONG CLIENTS AND VENDORS.
  3. AGENT SERVICES ARE GOVERNED BY A SEPARATE AGREEMENT BETWEEN RIFO AND CLIENT; TYPICALLY A REAL ESTATE ASSOCIATION STANDARD FORM LISTING AGREEMENT OR STANDARD FORM BUYER REPRESENTATION AGREEMENT.
  4. VENDOR SERVICES AND VENDORS ARE NOT PROVIDED, CONTROLED, MANAGED, OR INSURED BY RIFO. When Clients and Vendors arrange and contract for purchase, sale and/or provision of Vendor Services they are entering into a contract directly with or among each other. RIFO is not and does not become a party to or other participant in any contractual relationship between or among You and any Vendors. When interacting with any Vendor, You should exercise due diligence, caution and common sense to protect their personal safety and property.
  5. You agree that any legal remedy or liability that You seek to obtain for actions or omissions of Vendors will be limited to a claim against the particular Vendors who caused You harm and You agree not to attempt to impose liability on, or seek any legal remedy from, RIFO with respect to such actions or omissions.
  6. You agree to cooperate with RIFO in good faith, and to provide RIFO information and take actions as may be reasonably requested by RIFO, in connection with any complaints or claims regarding Vendor Services or with respect to any investigation undertaken by RIFO or a representative of RIFO regarding use or misuse of RIFO Client.
3. NO ENDORSEMENT OF VENDORS
Further to Section 2 above:
  1. RIFO does not endorse any Vendors. RIFO has no obligation to verify or attempt to confirm any information provided by Vendors; and
  2. Any references within RIFO Client to a Vendor being rated, verified, vetted, licensed (where applicable), qualified, or similar language only indicates that the Vendor has completed the relevant registration process and RIFO does not endorse, certify, or guarantee any Vendor, or their identity, trustworthiness, suitability, or ability to provide any Vendor Services.
4. PRIVACY

In order to operate and make available RIFO Client, and the other RIFO Online Services, RIFO collects, uses and discloses certain personal information about You. RIFO collects, uses, discloses and protects that information as described in RIFO’s Privacy Policy, which You can find at https://www.rifo.com/privacy-policy , and which is hereby incorporated into and forms a part of these TOS. Your privacy is important to RIFO and RIFO’s Privacy Policy explains how RIFO collects, uses, discloses and protects Your personal information.

5. REGISTERED CLIENTS & REGISTERED CLIENT ACCOUNTS
  1. In order to use certain features of RIFO Client, including to request Vendor Services or Agent Services, You must become a Registered Client by setting-up a client account with RIFO (a “Registered Client Account”) and by logging in with a valid e-mail address and password created by You (“Login Methods”). A “Registered Client” is a User who has set-up a Registered Client Account in accordance with this Section 5(a).
  2. If You choose to become a Registered Client, then You represent, warrant and covenant to RIFO that You: (i) meet all of the criteria in Section 1 above; (ii) will provide RIFO with true, accurate, current and complete information; (iii) will maintain and promptly update the information You provide to RIFO; and (iv) will not enter any irrelevant data into any form or data entry field other than the data requested by RIFO for such field.
  3. RIFO reserves the right to reject any registration in RIFO’s sole discretion. In addition, in the event that You provide, or RIFO reasonably suspects that You have provided, any information that is untrue, inaccurate, not current or incomplete, then RIFO has the right to suspend or terminate Your Registered Client Account and refuse any and all current or future use of RIFO Client.
6. LOGIN METHODS
  1. Login Methods are solely for a single Registered Client’s use.
  2. Registered Client is solely responsible for (i) the confidentiality and security of Registered Client’s Login Methods; and (ii) all activities that occur under Registered Client’s Login Methods and/or Registered Client Account.
  3. RIFO is not obligated to inquire as to the authority or propriety of any use of, or action taken under, a Registered Client’s Login Methods and/or Registered Client Account. RIFO is not responsible or liable for any loss to any Registered Client that arises from any use of its Registered Client Account or Login Methods.
7. LIMITED USE; RESERVATION OF RIGHTS
  1. Subject to these TOS, RIFO may make available to You for Your use: (i) the online portion(s) of RIFO Client available to non-Registered Clients; and (ii) if have set-up a Registered Client Account with RIFO in accordance with Section 5, the online portion(s) of RIFO Client available to Registered Clients.
  2. Subject to the terms and conditions of these TOS, RIFO grants to You, a limited, revocable, non-exclusive, non-transferable, non-sublicenseable, personal, non-commercial, right to download, install, and use a RIFO Client App on Your Mobile Device (as defined below in Section 8).
  3. In order to benefit from either of Section 7.a or 7.b., YOU MUST: (i) comply with these TOS; (ii) comply with any other rules, procedures, policies, terms or conditions that govern all or any portion of RIFO Client; and (iii) comply with any additional requirements, restrictions or limitations provided by us or any applicable third party.
  4. RIFO expressly reserves all rights not expressly granted in these TOS.
8. THIRD PARTY TOOLS
  1. You acknowledge and agree that RIFO Client interoperates with several third party tools, software applications, services, data, information, content, materials, and infrastructure that are procured by RIFO and that are used in conjunction with making available RIFO Client (“Third Party Tools”). RIFO Client may be highly dependent on such Third Party Tools. RIFO DOES NOT WARRANT OR SUPPORT THIRD PARTY TOOLS, AND RIFO IS NOT LIABLE FOR ANY THIRD PARTY TOOLS.
  2. Specifically, Third Party Tools may include information and tools provided by the Toronto Real Estate Board (“TREB”). You acknowledge and agree that, if You use any information provided by TREB, You do so only as a consumer that has a bona fide interest in the purchase, sale, or lease of real estate and not for any commercial purpose or any other purpose. NO SUCH INFORMATION GUARANTEED AS ACCURATE BY RIFO OR TREB.
9. ACCEPTABLE USE
  1. You represent, warrant and covenant to RIFO that you will abide by and not violate RIFO’s AUP.
  2. If you breach the AUP, or any other provision of these TOS, RIFO may take whatever steps RIFO deems necessary to protect RIFO Client, RIFO, RIFO Online Services, RIFO Affiliate Brokerage Services, RIFO’s business, Vendors and Agents, RIFO’s and its supplier’s infrastructure, and/or other Users, including suspending Your use of RIFO Client or terminating Your Registered Client Account.
  3. The RIFO Client Apps are made available by RIFO through Google Play (owned or operated by Google Inc. (“Google”)) and the App Store (owned and operated by Apple Inc. (“Apple”)), for use on an eligible mobile device of Yours that complies with these TOS and is owned or controlled by You ("Your Mobile Device"). RIFO does not endorse Your Mobile Device and provides no representations, warranties or conditions regarding Your Mobile Device. You understand and acknowledge that the RIFO Client Apps, and the RIFO Client Services used through any mobile device by any browser on Your Mobile Device, are intended for use on mobile devices using the Android or iOS operating systems, or such other devices or operating systems as may be approved by Google or Apple, in each case as determined by Google, Apple or the telecommunication provider for Your Mobile Device, in their sole discretion. You will not use the App, or any browser to use the RIFO Client Services, on a mobile device or an operating system (including an Android or iOS operating system and whether approved by Google or Apple) that has been, in each case, modified or customized in any way (including “jailbroken”, “rooted”, “bootleg unlocked”) by anyone other than the original equipment manufacturer (or original licensor of the operating system software, as applicable), an authorized distributor or reseller thereof, the applicable telecommunication provider or anyone else acting with the permission or on behalf of any of the foregoing.
10. VENDOR SERVICES
Subject to Section 2 and Section 3 above, You agree to each of the below provisions:
  1. A Registered Client may use RIFO Client to request a Vendor Service (each, a "Vendor Service Request") either directly with a Vendor or via Registered Client’s assigned RIFO Agent. Registered Client must ensure each Vendor Service Request is clearly worded and contains a fully detailed and accurate description of (i) the services requested and (ii) the property and premises at or for which the requested services are to be provided (“Property”).
  2. Each Vendor Service Request is limited to one discrete Vendor Service.
  3. Each Vendor Service Request is an offer for a Vendor to accept or reject. Once a Vendor Service Request is accepted, RIFO will provide Registered Client with an estimated time of Vendor arrival. Registered Clients may contact the applicable Vendor via RIFO Client solely for the purpose of communication related to the Vendor Service Request.
  4. Registered Client represents and warrants that it: (i) has all rights to grant the applicable Vendor access at the Property to perform the applicable Vendor Service; and (ii) will be present at the Property or will have a representative who is 18 years old or older present at the Property at all times while the Vendor Service is being performed.
  5. RIFO makes no representation, warranty or guarantee as to the availability, timing or performance of any Vendor or Vendor Service, or that any Vendor Service Request will be accepted.
11. AGENT SERVICES
Subject to Section 2 above, You agree to each of below provisions:
  1. A Registered Client may use RIFO Client to request an Agent Service (each, an "Agent Service Request"). Registered Client must ensure each Agent Service Request is clearly worded and contains a fully detailed and accurate description of (i) the services requested and (ii) the Property.
  2. Each Agent Service Request is limited to one discrete Agent Service.
  3. Once an Agent Service Request is received by RIFO, RIFO will assign Registered Client with an Agent. Registered Clients may contact the applicable Agent by via RIFO Client solely for the purpose of communication related to the Agent Service Request.
  4. RIFO makes no representation, warranty or guarantee as to the availability, timing or performance of any Agent or Agent Service.
12. NON-CIRCUMVENTION
You may not use RIFO Client to find a Vendors and Agents and then circumvent these TOS or complete receipt of Vendor Services or Agent Services independent of RIFO Client in order to circumvent the obligation to pay any fees to RIFO .
13. CANCELLING SERVICES
  1. Vendor Services may be cancelled without penalty up to 24 hours prior to the scheduled time of the service. If the service is cancelled within such 24 hour period but prior to the Vendor departing their location for the relevant Property, then a cancellation fee of 50% of the quoted price for the applicable Vendor Service Request will be charged. If the service is cancelled after the Vendor has departed their location for the relevant Property, then the full quoted price for the applicable Vendor Service Request will be charged.
  2. If a Vendor cancels a Vendor Service, then RIFO will use reasonable efforts to provide alternative services but is under no obligation to do so.
14. PRICING AND PAYMENTS
  1. Pricing and payment terms for Agent Services will be as specified in the agreement for Agent Services between RIFO and You.
  2. Rates for Vendor Services are provided within RIFO Client, as may be updated from time-to-time, or during your Vendor Service Request. RIFO, and not Vendor or Agent, shall (in its sole discretion) determine the amount owed for Home Services provided or cancelled that accrue in connection with Your Registered Client Account. Such amount shall depend on the information the Vendor provides RIFO regarding the Vendor Services provided, the length of time to provide them, or the cancelled services.
  3. All Vendor Services and applicable rates are quoted and are payable in Canadian Dollars and, unless otherwise stated, are quoted before GST, PST, QST, HST or other applicable taxes which will be added on top of the quoted price, but itemized separately. You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.
  4. Payments for Vendor Services and cancellation fees, as well as applicable taxes, are due immediately upon invoice. You hereby authorize RIFO to charge You, via RIFO’s payment processor, for such amounts. If a payment does not go through, for any reason, You agree to pay the all applicable amounts due within seven (7) days of RIFO sending the invoice for same.
  5. You must provide RIFO with current, complete, accurate and authorized payment method information (e.g. credit card information). You authorize RIFO to charge Your provided payment method for the Vendor Services that You have selected.
  6. All payments are processed by RIFO’s third party payment provider. You agree that the terms of such provider govern Your agreement and interactions with such provider and that these TOS do not govern. RIFO has no liability arising from Your use of RIFO’s third party payment providers, or for any arrears therefrom. You should review such terms from time-to-time. You also acknowledge and agree that such third parties may apply a fee for such payment services, which may change without notice from time to time, subject to the terms and conditions set out by such provider.
  7. If there are chargebacks, then RIFO may charge You for any related fees, collection fees, convenience fees, or other third party charges.
15. USER CONTENT; FEEDBACK
  1. In connection with Your use of RIFO Client, you may have occasion to upload, submit, post, display, perform, transmit, communicate, or otherwise make available your User Content via RIFO Client (“Your User Content”). You hereby grant RIFO a worldwide, perpetual, irrevocable, transferrable, sublicenseable, royalty-free, non-exclusive right and license to use any of Your User Content in the manner in and for the purposes for which RIFO Client and/or RIFO from time to time uses User Content, including for the purposes of providing and making available RIFO Client, RIFO Online Services, and developing and marketing products, services, applications, in each case without any obligation to You or third parties. You waive any and all of Your moral rights in the Feedback and Your User Content.
  2. If You submit ideas, suggestions, commentary or feedback to RIFO regarding RIFO Client (or any other product or service offered by RIFO, such as other RIFO Online Services) (collectively, "Feedback"), through any means whatsoever, then You agree that RIFO is and shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
  3. You represent, warrant and covenant to RIFO that Your User Content and Feedback will not violate the AUP.
  4. RIFO may review, monitor, and/or remove any Feedback and/or any of Your User Content at RIFO’s sole discretion and at any time and for any reason, without notice to You, including to comply with legal process or to respond to any claim that any of Your User Content or Feedback violates the rights of third parties.
16. RESPONSIBILITY FOR CONTENT
  1. UNDER NO CIRCUMSTANCES WILL RIFO BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING ANY RIFO CONTENT OR USER CONTENT.
  2. You are solely responsible for all of Your User Content and for complying with these TOS.
  3. RIFO: (i) stores User Content, including Your User Content, at the direction, request and with the authorization of its Users; (ii) acts as a passive conduit and/or host for the uploading, storage and distribution of User Content, including Your User Content; (iii) cannot and does not review the User Content created or uploaded by Users, including Your User Content; and (iv) does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any RIFO Content or User Content (including Your User Content).
  4. RIFO may, but does not undertake or assume any duty to, monitor RIFO Client for Content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these TOS or any applicable law, rule or regulation.
  5. You understand that by using RIFO Client, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, that have been mislabeled or are otherwise deceptive.
17. GENERAL DISCLAIMERS
  1. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR USER CONTENT, AS WELL AS ANY COMMUNICATIONS AND INTERACTIONS WITH AGENTS AND/OR VENDORS.
  2. RIFO CLIENT, RIFO ONLINE SERVICES, RIFO MOBILE APPS, RIFO CONTENT, USER CONTENT, THIRD PARTY TOOLS, AGENT SERVICES AND VENDOR SERVICES ARE MADE AVAILABLE AND PROVIDED "AS IS" AND “AS AVAILABLE” AND USE OF THEM IS SOLELY AT YOUR OWN RISK.
  3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RIFO HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. . WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, RIFO EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF RIFO CLIENT, RIFO ONLINE SERVICES, RIFO MOBILE APPS, RIFO CONTENT, USER CONTENT, THIRD PARTY TOOLS, AGENT SERVICES OR VENDOR SERVICES IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER.
18. LIMITS AND EXCLUSIONS OF LIABILITY
  1. THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL RIFO BE LIABLE FOR ANY OF THE FOLLOWING ARISING OUT OF OR IN CONNECTION WITH THESE TOS: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL (WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHERWISE); (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR RIFO CLIENT; (V) PERSONAL INJURY OR DEATH; (VII) PERSONAL OR PROPERTY DAMAGE; OR (VIII) THE RIFO AFFILIATE BROKERAGE SERVICES.
  2. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF RIFO IN CONNECTION WITH OR UNDER THESE TOS EXCEED CAD$100. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TOS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
  3. THIS SECTION “LIMITS AND EXCLUSIONS OF LIABILITY” WILL APPLY TO ALL CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND INJURY), FUNDAMENTAL BREACH, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF RIFO HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES, OR IF ANY REMEDY YOU HAVE FAILS OF ITS ESSENTIAL PURPOSE, AND WILL APPLY WHETHER OR NOT ANY DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED OR WHETHER RIFO WAS ADVISED OF SAME.
19. INTELLECTUAL PROPERTY OWNERSHIP
  1. Except for the rights granted to You expressly herein, as between RIFO and You, RIFO reserves all right, title and interest (including all intellectual property rights) in and to RIFO Client, RIFO Online Services, RIFO Mobile Apps, RIFO Content, User Content (other than Your User Content), and Third Party Tools, which are owned by RIFO or its licensors. For certainty, the RIFO Client Apps are licensed, not sold, to You.
  2. All trademarks and other indicia of origin appearing on or in RIFO Client, RIFO Online Services, RIFO Mobile Apps, RIFO Content, User Content (other than Your User Content), or Third Party Tools s are the property of RIFO or RIFO’s service providers, suppliers or licensors, or the trademark’s property owners, unless otherwise indicated. You may not use any trademark or other indicia of origin appearing on or in RIFO Client, RIFO Content or Third Party Tools.
  3. Your User Content is, as between You and RIFO, Your property.
20. REPORTING COPYRIGHT INFRINGEMENT CLAIMS
  1. RIFO takes claims of copyright infringement seriously. RIFO will respond to notices of alleged copyright infringement that comply with applicable laws. If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, you must submit your notice in writing to the attention of "Copyright Infringement" of info@rifo.com  and include in your notice a detailed description of the alleged infringement.
  2. Please be aware that if You knowingly materially misrepresent that material or activity on the Service is infringing Your copyright, You may be held liable for damages (including costs and lawyers' fees) under applicable laws, rules and regulations.
21. REPEAT INFRINGERS
It is RIFO’s policy in appropriate circumstances to disable and/or terminate the accounts of Registered Clients who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.
22. EXTERNAL SOURCES AND RIFO CLIENT; THIRD PARTY BENEFICIARIES
RIFO is not responsible for information on any third party website or service that is referred in, or accessible or connected by hyperlink to, RIFO Client. If You use any third party website or service through RIFO Client, then You do so at Your own risk. Such third party websites or services may be subject to their own terms of service and privacy policies. RIFO is not responsible or liable for the availability or accuracy of such third party websites or services, or the content, products, or services available from such third party websites or services. Hyperlinks do not constitute third party endorsement of, sponsorship or endorsement by, or affiliation with, RIFO.
23. LINKING TO THE WEBSITE
  1. RIFO welcomes links to the homepage of the Website. You may only establish a hyperlink to the homepage of the Website if: (i) the link does not state or imply any affiliation, connection, sponsorship, endorsement, commercial tie-in, or approval of Your site by RIFO or anyone having rights to any Content or create the false appearance that an entity is affiliated with or sponsored by RIFO; and (ii) the appearance, position and other aspects of the link does not damage or dilute the goodwill affiliated with RIFO, its trademarks or any other trademarks appearing on or in RIFO Client.
  2. RIFO does not permit framing or inline linking to any other website, service or application.
24. RIFO CLIENT UPDATES; TOS AMENDMENTS
  1. RIFO may, in RIFO’s sole discretion, release fixes, patches or updated versions of RIFO Client or otherwise add or remove services, Content or features (including modifications to the features, availability or functionality of RIFO Client and/or Content or any part of any of the foregoing) at any time without notice (each, an “Update”). Upon release, each Update will be deemed to become part of RIFO Client and will be subject to the terms and conditions of these TOS.
  2. RIFO may amend these TOS, or any provision thereof, with immediate effect at any time and without notice. Your use of RIFO Client following any such amendment (including those implemented as part of the release of an Update) will constitute Your agreement to the terms and conditions of these TOS in effect at the time of such use.
24. RIFO CLIENT UPDATES; TOS AMENDMENTS
  1. RIFO may, in RIFO’s sole discretion, release fixes, patches or updated versions of RIFO Client or otherwise add or remove services, Content or features (including modifications to the features, availability or functionality of RIFO Client and/or Content or any part of any of the foregoing) at any time without notice (each, an “Update”). Upon release, each Update will be deemed to become part of RIFO Client and will be subject to the terms and conditions of these TOS.
  2. RIFO may amend these TOS, or any provision thereof, with immediate effect at any time and without notice. Your use of RIFO Client following any such amendment (including those implemented as part of the release of an Update) will constitute Your agreement to the terms and conditions of these TOS in effect at the time of such use.
24. RIFO CLIENT UPDATES; TOS AMENDMENTS
  1. RIFO may, in RIFO’s sole discretion, release fixes, patches or updated versions of RIFO Client or otherwise add or remove services, Content or features (including modifications to the features, availability or functionality of RIFO Client and/or Content or any part of any of the foregoing) at any time without notice (each, an “Update”). Upon release, each Update will be deemed to become part of RIFO Client and will be subject to the terms and conditions of these TOS.
  2. RIFO may amend these TOS, or any provision thereof, with immediate effect at any time and without notice. Your use of RIFO Client following any such amendment (including those implemented as part of the release of an Update) will constitute Your agreement to the terms and conditions of these TOS in effect at the time of such use.
25. TERMINATION; SUSPENSION AND AFTER TERMINATION
  1. RIFO reserves the right to reject, suspend or terminate RIFO Client, any Registered Client’s Account, any Listing, or Your use of all or any portion of RIFO Client at any time and for any reason, in RIFO’s sole discretion. RIFO has no obligation to provide You with any notice of Your breach of these TOS, but RIFO may choose to provide notice, and an opportunity to cure such breach, in RIFO’s sole discretion should we so choose.
  2. The terms and conditions in these TOS will continue to apply to Your past use of RIFO Client, in the form in which it or they then-existed at the time of the subject use. Furthermore, termination, rejection and/or suspension shall not relieve You of any obligations arising or accruing prior to such termination, rejection or suspension, or otherwise limit any liability that You otherwise may have to RIFO.

  3. You may cancel Your Registered Client Account at any time via RIFO Client or by sending an email to info@rifo.com . Please note that if Your Registered Client Account is cancelled, RIFO does not have an obligation to delete or return to You any of Your Content or Feedback.

  4. Upon termination of these TOS or Your Registered Client Account: (i) You will remain liable for all amounts due hereunder and all pending orders; and (ii) any provision hereof that by its nature is intended to survive the termination of these TOS will survive such termination.
  5. If RIFO takes any of the measures described above RIFO may communicate to any Vendors and Agents that a pending or confirmed order for any Vendor Services and/or Agent Services, as applicable has been cancelled.
26. INDEMNIFICATION
You shall indemnify and save RIFO and any related or affiliated RIFO companies and their respective boards of directors, officers, employees or agents (together, the “Indemnified Parties”), harmless from and against all claims, actions, demands, suits, liabilities, losses, expenses, costs, or damages (“Claims”) of every nature and kind whatsoever which the Indemnified Parties may have or suffer arising out of these TOS, including any and all Claims regarding: (i) Your breach of these TOS; (ii) Your use of any of RIFO Client, RIFO Online Services, RIFO Mobile Apps, RIFO Content, User Content, Third Party Tools, Agent Services or Vendor Services; (iii) Your User Content; (iv) Your interaction with any Vendors or Agents ;or (v); Your acts, omissions or misconduct. RIFO has the right but not the obligation to participate in any defense or settlement.
27. RELATIONSHIP
  1. RIFO and You are independent contractors and neither of party will represent that it has authority to assume or create obligations on behalf of the other party, unless expressly specified in these TOS.
  2. Registered Client is not, and shall not be deemed to be, either an employee of, or an independent contractor to, RIFO.
  3. Registered Client shall not act nor purport to be acting as the legal agent of RIFO. Registered Client shall not enter, or purport to enter, into any agreements on behalf of RIFO or otherwise bind, or purport to bind, RIFO.
28. APPLICABLE LAW & JURISDICTION
All matters relating to these TOS will be governed by the statutes and laws of the Province of Ontario or the federal laws of Canada applicable therein, as applicable, without regard to the conflicts of laws principles thereof. You and RIFO also agree and hereby submit to the exclusive personal jurisdiction and venue of the courts of the Province of Ontario or the federal courts of Canada, as applicable, located within the City of Toronto, with respect to any and all matters arising in connection with these TOS. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these TOS.
29. ASSIGNMENT
RIFO may assign or transfer these TOS in whole or in part at any time without Your consent. You may not assign these TOS or assign, transfer or delegate Your Registered Client Account or any of Your rights or obligations under these TOS. Any purported assignment, transfer or delegation in violation of this provision is void from the outset.
30. WAIVER OF CLASS ACTIONS
To the fullest extent permitted by applicable law, all parties to any action arising out of or in connection with RIFO Client or these TOS must be individually named. You hereby waive any right you may have for any dispute pertaining to RIFO Client or these TOS to be arbitrated or litigated on a class action or consolidated basis, or on bases involving disputes brought in a purported representative capacity on behalf of the general public.
31. SEVERABILITY; ENTIRE AGREEMENT; WAIVER
If any provision of these TOS are found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of these TOS shall remain in full force and effect. These TOS constitute the entire understanding, and supersedes all other understandings, between You and RIFO concerning the subject matter hereof. No waiver of a right of a party under these TOS will be effective unless it is in writing and signed by the party waiving its right. A waiver of a right by a party (or failure by a party to enforce a provision of these TOS) will be effective only in the specific instance and for the specific purpose for which it is provided. No waiver will be deemed a waiver of any prior or subsequent default hereunder.
32. FORCE MAJEURE
RIFO will not be liable under these TOS because of a failure or delay in performing RIFO’s obligations hereunder on account of any cause beyond RIFO’s reasonable control, such as, strikes, riots, insurrection, terrorism, fires, natural disasters, acts of God, war, governmental action.
33. INTERPRETATION
Headings are inserted for convenience of reference only and will not affect the construction or interpretation of the Agreement. Where the word “including” or “includes” is used herein, it means “including without limitation” or “includes without limitation”, respectively. The language used in these TOS are the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.
34. LANGUAGE OF THESE TOS
It is the express wish of the parties that these TOS and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
35. SUPPLEMENTAL TERMS FOR APPLE USERS
These terms supplement and are in addition to the terms of these TOS for users who use the RIFO Client Apps or RIFO Client on Apple products (collectively, "Apple Devices"):
  1. These TOS are between You and RIFO only, and not with Apple. RIFO is solely responsible for the RIFO Client Apps and RIFO Client.
  2. Your use of the RIFO Client Apps and RIFO Client must comply with the usage rules set forth in the Apple App Store Terms of Use. The license granted for the RIFO Client Apps with respect to Apple Devices is a non-transferable license to use the RIFO Client Apps on any Apple Devices that You own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service, except that such RIFO Client Apps may be accessed, acquired, and used by other affiliated accounts via Apple’s Family Sharing program or volume purchasing.
  3. RIFO, is solely responsible for providing and Apple has no obligation to provide maintenance and support for the RIFO Client Apps and RIFO Client. Support requests, as well as questions or complaints regarding the RIFO Client Apps, may be directed to RIFO.
  4. To the maximum extent permitted by applicable law, Apple has no warranty obligation whatsoever with respect to the RIFO Client Apps or RIFO Client, and will not be liable for any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty. RIFO shall not be required to provide a refund to You under any circumstances.
  5. Apple is not responsible for addressing any claims by You or any third party relating to the RIFO Client Apps or RIFO Client or Your possession and/or use of the RIFO Client Apps or RIFO Client, including but not limited to (i) product liability claims, (ii) any claim that the RIFO Client Apps or RIFO Client fails to conform to any applicable legal or regulatory requirement, or (iii) claims arising under consumer protection or similar legislation.
  6. Apple shall not be responsible for the investigation, defense, settlement or discharge of any claim that the RIFO Client Apps or RIFO Client, or Your possession and use of the RIFO Client Apps or RIFO Client, infringes a third party's intellectual property rights.
  7. You represent and warrant that (i) the RIFO Client Apps and RIFO Client will not be downloaded or used in, or transported to, a country that is subject to a U.S. Government embargo, or has been designated by the U.S. Government as a "terrorist-supporting" country, and (ii) neither You nor any User is listed on any U.S. Government list of prohibited or restricted parties.
  8. Apple and its subsidiaries are third-party beneficiaries of these TOS, and have the right (and shall be deemed to have accepted the right) to enforce these TOS against You.
  9. To the extent that any third-party terms are applicable when using the RIFO Client Apps or RIFO Client, each user must comply with such terms when using the RIFO Client Apps or RIFO Client.
  10. RIFO’s address is 900-7030 Woodbine Ave, Markham, ON L3R 6G2.
36. SUPPLEMENTAL TOS FOR GOOGLE USERS
These terms supplement and are in addition to the terms of the TOS for Users who use the RIFO Client Apps or RIFO Client on products with Android or other Google operating systems instanced (collectively, "Google OS Devices"):
  1. Google Inc. (“Google”) may, at any time and without notice, restrict, interrupt or prevent use of the RIFO Client Apps, or delete the RIFO Client Apps from Your Google OS Device, or require RIFO to do any of the foregoing, without entitling You to any refund, credit or other compensation from RIFO or any third party (including, but not limited to, Google Inc. or Your network connectivity provider).
  2. These TOS are betweenYou and RIFO only, and not with Google. RIFO is solely responsible for the RIFO Client Apps and RIFO Client.
  3. The Google Play marketplace is owned and operated by Google. Your use of Google Play is governed by a legal agreement between You and Google consisting of the Google TOS of Service (found at http://www.google.com/accounts/TOS) and the Google Play TOS of Service (found at https://play.google.com/intl/en-US_us/about/play-terms.html and together with the Google TOS of Service called the "Google TOS"). In addition, Your use of Google Play is subject to the Google Play Business and Program Policies (http://play.google.com/about/android-developer-policies.html). The Google Play TOS of Service, Google Play Business and Program Policies, and Google TOS of Service shall take precedence in that order in the event of a conflict between them, to the extent of such conflict.
  4. To the maximum extent permitted by applicable law, Google will have no warranty obligation whatsoever with respect to the RIFO Client Apps or RIFO Client, and will not be liable for any claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty. RIFO shall not be required to provide a refund to You under any circumstances.
  5. Google shall not be responsible for addressing any claims by You or any third party relating to the RIFO Client Apps or RIFO Client or Your possession and/or use of the RIFO Client Apps or RIFO Client, including but not limited to (i) product or service liability claims, (ii) any claim that the RIFO Client Apps or RIFO Client fails to conform to any applicable legal or regulatory requirement, or (iii) claims arising under consumer protection or similar legislation.
  6. Google shall not be responsible for the investigation, defense, settlement or discharge of any claim that the RIFO Client Apps or Your possession and use of the RIFO Client Apps infringes a third party's intellectual property rights.
  7. You represent and warrant that (i) the RIFO Client Apps will not be downloaded or used, and RIFO Client will not be access or used, in, or transported to, a country that is subject to a U.S. Government embargo or has been designated by the U.S. Government as a "terrorist-supporting" country, and (ii) neither You nor any User is listed on any U.S. Government list of prohibited or restricted parties.
  8. Google and its subsidiaries are third-party beneficiaries of these TOS, and have the right (and shall be deemed to have accepted the right) to enforce these TOS against You.
  9. In order to continually innovate and improve Google Play, Google may collect certain usage statistics from Google Play and Your Mobile Device, including but not limited to, information on how Google Play and Your Mobile Device are being used. The data collected is examined in the aggregate to improve Google Play for users and developers and is maintained in accordance with Google's Privacy Policy. To ensure the improvement of the RIFO Client Apps and RIFO Client, limited aggregate data may be available to RIFO upon its written request.
  10. RIFO’s address is 900-7030 Woodbine Ave, Markham, ON L3R 6G2.
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