Terms of Service
These terms and conditions form part of the Agreement between Riipen and the person or entity visiting, browsing, accessing, downloading, installing or otherwise using (the terms “use” and “using” will refer to any of the foregoing) (each such person or entity is, for purposes of this Agreement, the “Customer”).
BY USING THE RIIPEN SERVICES, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS OF THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 12(C). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER MUST IMMEDIATELY CEASE ANY FURTHER USE OF THE RIIPEN SERVICES. CUSTOMER REPRESENTS AND WARRANTS TO RIIPEN THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE RIIPEN SERVICES ON BEHALF OF AN ENTITY, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO RIIPEN THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.
Part I: General Terms
The following terms in this Part I apply to all users of the Riipen Services:
- “Administrative Module” means a single platform to view all experiences, student portfolios and active Organizational Partners, including all organization-validated skill assessments enabling academic administrations to better identify relative strengths and weaknesses that can lead to necessary improvements in curriculum.
- “Agreement” means these Terms and Conditions and each Purchase Order entered into by Customer and Riipen, as amended from time to time.
- “Connecting Module” means a built-in ecosystem that grows based on the needs of Riipen’s educational partners, incorporating all types of organizations to supplement the existing network of a school in order for students and faculty to have access to, and build their networks with, employers outside their existing network.
- “Customer Data” means any data, information, content, records, and files relating to the Customer that Customer loads or enters into the Riipen Platform.
- “Experience Module” means a set of tools that supports the full “Experience” lifecycle by: (i) making the commitments, learning objectives and expected outputs known to all participants up front, (ii) tracking the lifecycle of the “Experience” using a dashboard of agreed milestones; and (iii) assisting the Organizational Partner with the completion of an assessment of the skills demonstrated.
- “Fees” has the meaning set out in Section 7.
- “Organizational Partner” means a Customer who has signed up for the Riipen Services as an “Organizational Partner”.
- “Instructor” means a Customer who has signed up for the Riipen Services as an “instructor”.
- “Learning Module” means virtual portfolios for students to showcase their organization-verified micro-experiences and experiential learning achievements. The Learning Module includes a set of learning aids, including best practice deliverables, skills discovery and employment pathways.
- “Modifications” means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
- “Modules” means collectively, the Administrative Module, the Experience Module, the Connecting Module, the Talent and Skills Module, the Learning Module and the Support Services.
- “Parties” means Riipen and the Customer, and “Party” means either of them.
- “Permitted User” means: (i) if the Customer is using the Riipen Services as an Instructor or a Student, the Customer only; and (ii) if the Customer is using the Riipen Services as an Organizational Partner or a School, those employees and independent contractors authorized by Customer on Customer’s behalf in accordance with Section 6 to access and use the Riipen Platform in accordance with this Agreement, including, in the case of a School, members of the Customer’s administration, professors or teaching staff employed or contracted by the Customer.
- “Personal Information” means information about an identifiable individual.
- “Purchase Form” means, if applicable, the form referencing this Agreement (including any purchase forms, fee schedules, usage plans or school order forms) that is executed by the Customer and Riipen and sets forth the details of purchase of the Riipen Services, including the Modules subscribed for, the Fees, the Term and any other details set forth therein.
- “Riipen Platform” means the platform through which Riipen hosts and facilitates Customer’s and Permitted User’s use of the Modules.
- “Riipen Services” means the Riipen Platform, including, if applicable, the Modules identified in a Purchase Form, collectively, and any part thereof. For avoidance of doubt, the Riipen Services only include those Modules and services to which Customer has paid for or otherwise been provided access.
- “School” means a Customer who has signed up for the Riipen Services as a “school, college or university (any accredited or non-accredited educational institution”.
- “Student” means a Customer who has signed up for the Riipen Services as a “student”.
- “Support Services” means access by the Customer to Riipen’s technical support, which may be provided: (i) via a dedicated account representative or account team available to Customer and its Permitted Users during normal business hours (PT), Monday to Friday of each week (excluding statutory and civic holidays observed in Vancouver, British Columbia); and (ii) via the help center located on the Website.
- “Talent and Skills Module” means a set of tools allowing organizations to build their talent pipeline by tracking the growing verified skills of top student candidates for upcoming roles in their organization based on skills and experience.
- “Term” has the meaning set out in Section 11(a).
- “Website” means any websites used by Riipen to provide the Riipen Services, including the website located at https://app.riipen.com and https://riipen.com.
2. Riipen Services
- Provisioning of the Riipen Services. Subject to Customer’s compliance with the terms and conditions of this Agreement, Riipen will make the applicable Riipen Services available to Customer on the terms and conditions set out in this Agreement. Customer is responsible for identifying and authenticating all Permitted Users and for Permitted Users’ compliance with this Agreement.
- Use of the Riipen Services. As a condition of Customer’s use of the Riipen Services, Customer warrants that: (1) Customer and its Permitted Users will use the Riipen Services in accordance with this Agreement and applicable law; and (2) all information supplied by Customer and its Permitted Users on the Platform is and will be, to the best of Customer’s knowledge, true, accurate, current and complete.
- Restrictions on Use. Customer must not itself, and will not permit others, including its Permitted Users, to:
- sub-license, sell, rent, lend, lease or distribute the Riipen Services or any intellectual property rights therein or otherwise make the Riipen Services available to others;
- use the Riipen Services to permit timesharing, service bureau use or commercially exploit the Riipen Services;
- use or access the Riipen Services in violation of any applicable law or intellectual property right, in a manner that threatens the security or functionality of the Riipen Services, or for any purpose or in any manner not expressly permitted in this Agreement;
- use the Riipen Services to create, collect, transmit, store, use or process any Customer Data:
- that, to the best of Customer’s knowledge, contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
- that Customer does not have the lawful right to create, collect, transmit, store, use or process;
- that is offensive, hateful, obscene or defamatory;
- that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or
- is false, misleading or used to impersonate another person or entity.
- Modify the Riipen Services;
- reverse engineer, de-compile or disassemble the Riipen Services;
- remove or obscure any proprietary notices or labels on the Riipen Services, including brand, copyright, trademark and patent or patent pending notices;
- access or use the Riipen Services for the purpose of building a similar or competitive product or service;
- send messages to, solicit information from, harvest or otherwise collect information (including email addresses) about any other user of the Riipen Services without such user’s consent; or
- perform any vulnerability, penetration or similar testing of the Riipen Services.
- Suspension of Access; Scheduled Downtime; Modifications. Riipen may, at its discretion:
- suspend Customer’s access to or use of the Riipen Services or any component thereof:
- for scheduled maintenance (which is generally conducted by Riipen once per semester at 2 am (PST) for a maximum of 2 hours);
- if Customer or any Permitted User violates any provision of this Agreement; or
- to address any emergency security concerns; and
- Modify the Riipen Services (Customer is required to accept all patches, bug fixes and updates made by or on behalf of Riipen to the Riipen Services).
- Subject to Section 12(g), if any unscheduled downtime prevents Customer’s access or use of the Riipen Services (each, a “Downtime Event”) for more than 48 hours and Customer promptly notifies Riipen of such Downtime Event after learning about it, Customer will be entitled to a prorated refund or credit (in Riipen’s discretion) equal to the amount of Fees (if any) that are paid by Customer for the provision of Riipen Services during the specific dates that the Downtime Event occurs.
3. Ownership; Reservation of Rights
- As between the Customer and Riipen, Customer retains all ownership and intellectual property rights in and to Customer Data to the extent actually owned by the Customer. Customer grants to Riipen a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to: (i) use, process and transmit Customer Data to provide the Riipen Services to Customer and to other users of the Riipen Services; and (ii) use the Customer’s name and logos on the Riipen Platform and in Riipen’s marketing, promotional media and on the Website.
- Riipen may collect and analyze data and other information relating to the provision, use and performance of the Riipen Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and during and after the Term of this Agreement, Riipen may: (i) use such data and information to improve and enhance the Riipen Services and for other development, diagnostic and corrective purposes in connection with the Riipen Services and other Riipen offerings; and (ii) disclose such data solely in aggregated or other de-identified form in connection with its business.
- Riipen or its licensors retain all ownership and intellectual property rights in and to: (i) the Riipen Services; (ii) anything developed or delivered by or on behalf of Riipen under this Agreement; and (iii) any Modifications to the foregoing (i) and (ii).
All rights not expressly granted by Riipen to Customer under this Agreement are reserved.
4. Reviews and Comments
- Riipen takes no responsibility and assumes no liability for any Submissions posted or submitted by Customer. Riipen has no obligation to post Customer’s Submissions and reserves the right, in its absolute discretion to determine which Submissions are published on the Platform. If Customer does not agree to the terms relating to Submissions in this Section, do not provide us with any Submissions.
- Customer is fully responsible for the content of Customer’s Submissions, specifically including, but not limited to, reviews posted to the Riipen Services. Riipen may take down any Submissions for any reason at any time without notice to Customer.
6. Customer User Account
After Customer registers through the Website, Riipen will issue an account (a “Customer User Account”). Customer will ensure that Permitted Users only use the Riipen Services through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer will promptly notify Riipen of any actual or suspected unauthorized use of the Riipen Services. Riipen reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose.
7. Fees and Payment
If Customer is paying for the Riipen Services (as indicated in the Purchase Order with Customer, if any), the following terms apply:
- Fees. Customer will pay to Riipen the fees described in a Purchase Form, as applicable (the “Fees”). If Customer’s use of the Riipen Services exceeds the service capacity set forth on a Purchase Form or otherwise requires the payment of additional fees (pursuant to the terms of this Agreement), Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement. Unless otherwise noted on a Purchase Form, all Fees are identified in Canadian dollars and are payable in advance.
- Invoicing. Riipen will prepare and send to the Customer, at the then-current contact information on file with Riipen, an invoice for any Fees payable on the first day of each of September, January and May of each year. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within 30 days of the invoice date.
- Disputed Invoices or Charges. If Customer believes Riipen has charged or invoiced Customer incorrectly, Customer must contact Riipen no later than 30 days after having been charged by Riipen or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
- Late Payment. Customer may not withhold or setoff any amounts due under this Agreement. Riipen reserves the right to suspend Customer’s access to the Riipen Platform until all due amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid.
- Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than taxes based on the net income or profits of Riipen.
- Suspension. Any suspension of the Riipen Services by Riipen pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under this Agreement.
- Use of Third Party Processors. If Customer pays for the Fees using a credit card or other third party processor, Customer acknowledges that the Fees do not include any payment processing fees assessed by Riipen’s third party payment processors for which Customer will be solely responsible. By using the Riipen Services, Customer authorizes Riipen’s third party payment processors to deduct and send directly to Riipen any amounts owed to Riipen pursuant to this Agreement. Third party payment processors are not subcontractors or agents of Riipen. Riipen and its third party payment processors are not responsible for the transmission or processing of any payments Customer makes. Customer’s use of the payment services provided by Riipen’s third party payment processors may be subject to additional terms and conditions made available to Customer by such payment processors.
8. Confidential Information; Privacy
- Definitions. For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” means information: (i) when disclosed in writing or other tangible form, is labeled or identified as confidential, proprietary or the like, or (ii) when disclosed orally or visually, is identified as confidential, proprietary or the like when disclosed, or (iii) at the time of disclosure can be deemed to have been designated confidential or proprietary if disclosed in circumstances of confidence, or would be understood by the Parties, exercising reasonable business judgment, to be confidential; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (A) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (B) information that is publicly available through no wrongful act of Recipient; (C) information received by Recipient from a third party who was free to disclose it without confidentiality obligations; or (D) aggregated or other de-identified information prepared by Riipen in accordance with Section 3(a).
- Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” such Confidential Information for the purposes authorized under this Agreement and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except to exercise its rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend.
- Care of Confidential Information. Each Party will take reasonable precautions to safeguard the other Party’s Confidential Information. Those precautions will be at least as great as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
- Exceptions to Confidentiality. Notwithstanding Section 8(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; (iii) in the case of Riipen, to potential assignees, acquirers or successors of Riipen if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Riipen; or (iv) in the case of Riipen, to other users of the Riipen Services, to the extent required to provide the Riipen Services to such users as contemplated herein.
- Communications Not Confidential. Although Riipen uses reasonable measures to secure the transmission of data to, from and through the Riipen Platform, Customer understands, agrees and acknowledges that Riipen cannot and does not guarantee the security of data transmitted over the Internet or public networks or to other users in connection with Customer’s use of the Riipen Services. If any information or documentation contains sensitive or confidential information, do not make it available through the Riipen Platform or to other users. Notwithstanding anything in this Section, Riipen cannot not guarantee the confidentiality of:
- any communications made by Customer through the Platform; and
- any information Customer makes available to other users of the Riipen Services.
- Privacy. Customer agrees to: (i) comply with, and ensure its Permitted Users comply with, all applicable privacy laws; (ii) notify Riipen promptly in writing of any: (1) inquiry received from an individual relating to the individual’s right to access, modify or correct personal information of Riipen personnel or other users of the Riipen Services (the “Riipen Personal Information”) in Customer’s possession; (2) complaint received by Customer relating to the handling of Riipen Personal Information; and (3) order, demand, warrant or any other document purporting to compel the production of Riipen Personal Information. Riipen will have the right to respond to and defend any such action in lieu of and on behalf of Customer. Customer will reasonably cooperate with and follow instructions provided by Riipen in such response or defense.
9. Warranty; Disclaimer; Indemnity
- Customer Warranty. Customer represents and warrants to, and covenants with Riipen that the Customer Data will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each Permitted User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable Riipen to provide the Riipen Services, including with respect to the collection, storage, access, use, disclosure and transmission of Personal Information, including by or to Riipen and to or from all applicable third parties.
- GENERAL DISCLAIMER. RIIPEN DOES NOT WARRANT THAT THE RIIPEN SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE RIIPEN SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE RIIPEN SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY RIIPEN TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE EXTENT PERMITTED BY APPLICABLE LAW, RIIPEN HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS 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, RIIPEN EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE RIIPEN SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
- Indemnity. Each Party will defend, indemnify and hold harmless the other Party, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) any death, bodily injury, sickness, disease or injury of any kind, of any person, to the extent caused by any negligent act or omission or wilful misconduct of the other Party or its employees, officers, directors, affiliates, agents or contractors; (ii) any damage, loss or destruction of any tangible, real, or personal property: (A) while in the possession or control of the other Party or its employees, officers, directors, affiliates, agents or contractors; or (B) otherwise to the extent caused by any negligent act or omission or wilful misconduct of the other Party of its employees, officers, directors, affiliates, agents or contractors; and (iii) any willful misconduct or any criminal or fraudulent acts on the part of the other Party or employees, officers, directors, affiliates, agents or contractors.
10. Limitation of Liabilities
The Parties acknowledge that the following provisions reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
- AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF RIIPEN IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED: (I) IF CUSTOMER IS A UNIVERSITY OR ORGANIZATIONAL PARTNER, THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE RIIPEN SERVICES IN THE PRIOR 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) IF CUSTOMER IS AN INSTRUCTOR OR STUDENT, FIVE THOUSAND DOLLARS ($5000). FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL RIIPEN’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
- TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL RIIPEN BE LIABLE TO CUSTOMER OR ANY PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
- OTHER USERS THAT CUSTOMER ENGAGES WITH THROUGH THE RIIPEN PLATFORM ARE INDEPENDENT PARTIES AND NOT CONTRACTORS, AGENTS OR EMPLOYEES OF RIIPEN. RIIPEN IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONDITIONS, BREACHES OR NEGLIGENCE OF ANY USERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM.
11. Term and Termination
- Term. If: (i) Customer has entered into a Purchase Form with Riipen, this Agreement will commence on the effective date stipulated in a Purchase Form and continue in force for the term set forth in a Purchase Form, unless earlier terminated in accordance with this Agreement; or (ii) Customer has not entered into a Purchase Order with Riipen, this Agreement will commence on the date Customer first uses any part of the Riipen Services and continue until terminated in accordance with this Agreement (in each case, the “Term”).
- Termination for Convenience. Either party may terminate this Agreement at any time by providing advance written notice to the other party. Unless otherwise expressly set out in Part II, such termination will take effect 30 days from the date the party provides written notice.
- Termination for Cause. Either Party may, in addition to other relief, suspend or terminate this Agreement if the other Party commits a material breach of any provision of this Agreement and fails within 10 days after receipt of notice of such breach to correct such material breach.
- Other Termination Rights. Riipen may terminate this Agreement with immediate effect if it loses the necessary rights to provide the Riipen Services, provided that Riipen will provide a pro rata refund of all Fees paid by Customer for Riipen Services not yet received as of the effective date of termination.
- Obligations upon Expiration or Termination. Upon expiration or termination of this Agreement: (i) subject to Section 11(f), each party will delete or destroy all Confidential Information of the other party which, in the case of Customer, includes all Confidential Information of other users of the Riipen Services received by Customer through the Riipen Platform; and (ii) Customer will cease use of the Riipen Services and uninstall and remove all local software components of the Riipen Platform.
- Continuing Confidentiality Obligations. Notwithstanding Section 11(e): (i) each party may retain archival copies of the other party’s Confidential Information in accordance with its record retention policies and procedures and with respect to backup media for which selective deletion of files or data is not feasible; and (ii) Riipen may retain information as required to exercise its rights in Section 3(b). For greater certainty, all such retained copies will continue to be subject to the confidentiality obligations in this Agreement so long as they are maintained.
- Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership; Reservation of Rights), Section 5 (Privacy), Section 7 (Fees and Payment), Section 8 (Confidential Information; Privacy), Section 9 (Warranty; Disclaimer; Indemnity), Section 10 (Limitation of Liabilities), Section 11(g) (Survival), and Section 12 (General Provisions).
12. General Provisions
- Notices. Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be in writing and sent: (i) if to Riipen, to the following address: 1100 – 555 West Hastings Street Vancouver, BC V6B 4N4, Email: email@example.com and (ii) if to Customer, to the current postal or email address that Riipen has on file with respect to Customer. Riipen may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Riipen current at all times during the Term.
- Assignment. Customer will not assign this Agreement to any third party without Riipen’s prior written consent. Riipen may assign this Agreement or any rights under this Agreement to any third party, without Customer’s consent, upon notice to Customer. Any assignment in violation of this Section will be void. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
- Amendment. RIIPEN MAY CHANGE THIS AGREEMENT FROM TIME TO TIME BY GIVING CLIENT PRIOR WRITTEN NOTICE OF SUCH AMENDMENT. UNLESS OTHERWISE INDICATED BY RIIPEN, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO THE CUSTOMER. THE CUSTOMER’S USE OF THE RIIPEN SERVICES AFTER NOTICE OF CHANGES WILL CONSTITUTE ITS AGREEMENT TO ABIDE BY THE AGREEMENT TERMS AS CHANGED.
- Choice of Law. This Agreement and any action related thereto will be governed by and construed in accordance with the substantive laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Vancouver, British Columbia, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent Riipen from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
- Construction. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of Riipen in this Agreement means the right of Riipen to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to Customer.
- Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond Riipen’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Riipen’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites.
- Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
- Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
- Independent Contractors. Riipen’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and will not represent to any third party that it has, any authority to act on behalf of the other Party.
- Entire Agreement. This Agreement and any Purchase Form entered into by the Parties constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral.
- English Language. It is the express wish of the Parties that this Agreement 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.
- Applicable Laws. Each Party will comply with applicable laws in the performance of its obligations and exercise of its rights under this Agreement.
Part II: Additional User-Specific Terms
The following terms in this Part II apply to certain users of the Riipen Services, as indicated below:
1. Additional Terms for Organizational Partners Only
If Customer is using the Riipen Services as an Organizational Partner, the following additional terms apply to Customer:
- Customer agrees to the following:
- Depending on the special requirements of the project, the students may need to be assigned some work space and resources at the organizational premises. Customer will provide such work space and resources if required.
- Customer will arrange for a competent employee to oversee the project. Such employee will:
- spend approximately 1 hour per-week in status update meetings with students;
- be available for a quick phone call with the instructor to initiate the relationship and confirm the scope is an appropriate fit for the course;
- provide a Riipen skill rating on student performance upon completion of the project;
- create a free organizational profile on Riipen (if Customer does not already have one); and
- complete a 30-second exit survey.
- all Students and Instructors are not and will not be treated as employees or agents of Riipen or the Organizational Partner, and Riipen is not responsible for payment of: (1) all income, disability, withholding and other employment taxes related to Students and Instructors; or (2) all compensation, medical benefit premiums, vacation pay, sick pay or other fringe benefits for Students or Instructors.
- Customer understands that: (i) the Riipen Services are being provided in order for Customer to interact with and evaluate Students as part of a micro-experience Customer creates, and Customer has no expectation of receiving any particular work product or deliverable from the project; (ii) Riipen does not guarantee the timeliness, accuracy or quality of any materials or information provided by any other users of the Riipen Services (including Students and Instructors) as part of the micro-experience; (iii) Riipen is not responsible for the acts or omissions of any other user of the Riipen Services, including any failure by a Student to complete the micro-experience assigned to such Student or if a Student ceases to use the Riipen Services while the micro-experience is in progress; and (iv) depending on the nature of the micro-experience and the School who sponsors the micro-experience, Customer may be required to comply with privacy policies relevant to the School with which Customer has been matched.
- If the Purchase Order Customer enters into with Riipen provides Customer with a certain number of micro-experiences as part of the Riipen Services and Customer does not use all micro-experiences during the corresponding period of time listed in the Purchase Order, Customer may upon notice to Riipen roll over any unused micro-experiences and use them following such period of time, provided that any unused micro-experiences will be forfeited as of the date this Agreement terminates or expires.
- Without limiting Section 9(c), Organizational Partner agrees to defend, indemnify and hold harmless Riipen, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with any of the following: (i) any claim arising out of or relating to: (A) Organizational Partner’s breach of applicable law; or (B) any Students or Instructors being considered to be agents or employees of Riipen; or (ii) any claim by a third party arising out of Organizational Partner’s breach of Section 8 (Confidential Information; Privacy) of Part I of this Agreement.
- Customer may agree to additional or different terms with a Student pursuant to a separate agreement with such Student (e.g. an NDA or engagement agreement) that will govern Customer’s relationship with the Student, provided that the applicable University to which such Student belongs first approves such additional or different terms in writing.
2. Additional Terms for Instructors Only
If Customer is using the Riipen Services as an Instructor, the following additional terms apply to Customer:
- Customer agrees to the following educational best practices when using the Riipen Services (including when starting a project on the Riipen Platform):
- Customer will support the success of students using the Riipen Services who are supervised by Customer by providing them with onboarding information on Riipen (which will be provided to Customer by Riipen) at least two weeks before their projects start;
- the number of Organizational Partners that Customer lists as required will be a number that Customer is able to accept for Customer’s project, based on Customer’s then-current expectations of student enrollment;
- if the number of required Organizational Partners changes, Customer will alert Riipen at least 15 days prior to the project start (or, if the project is due to start in less than 15 days, as soon as possible);
- Customer will instruct Customer’s students to contact their assigned Organizational Partners within one week of the project start date; and
- Customer will instruct Customer’s students to submit their assignments through Riipen by the applicable due date for such assignments.
- Customer understands that: (i) Riipen does not guarantee the timeliness, accuracy or quality of any materials or information provided by any other users of the Riipen Services (including Organizational Partners); and (ii) Riipen is not responsible for the acts or omissions of any other user of the Riipen Services, including if a user ceases to use the Riipen Services prior to completing any activities that the user agreed to complete.
- To the extent Customer provides input or other assistance on the projects for Organizational Partners, Customer grants Riipen a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right during and after the Term to use, process, transmit and disclose any content Customer provides in order to make available such content to Organizational Partners participating in projects.
- Customer is responsible for ensuring that use of the Riipen Services by Customer and any Students for which Customer is responsible complies with all applicable policies and procedures of the school(s) or institution(s) that Customer employed by or that such Students attend.
3. Additional Terms for Students Only
If Customer is using the Riipen Services as a Student, the following additional terms apply to Customer:
- To the extent Customer provides input or other assistance on the projects for Organizational Partners, Customer grants Riipen a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right during and after the Term to use, process, transmit and disclose any content Customer provides in order to make available such content to Organizational Partners participating in projects.
- Customer agrees to, as applicable:
- act in a professional manner when using the Riipen Services, including by completing projects in a timely and competent manner;
- abide by all applicable Organizational Partner policies when using Organizational Partner computers or doing work on Organizational Partner premises;
- respond to Organizational Partner emails within 48 hours;
- provide updates through the Riipen Platform to Instructors and Organizational Partners, as applicable (including by checking off milestones as they are completed) and complete projects using the Riipen Platform;
- alert the applicable Instructor if an Organizational Partner is being unresponsive;
- communicate with an Organizational Partner to the extent requested by Organizational Partner; and
- provide at least 24 hours advance notice to the Organizational Partner if Customer cannot make a scheduled meeting with such Organizational Partner.
- Customer understands that: (i) Riipen does not provide Customer with any guarantee that Customer’s use of the Riipen Services will enable Customer to work with certain Organizational Partners or receive any offers of employment or other benefits from any Organizational Partner; (ii) Riipen is not responsible for Submissions from other users of the Riipen Services, including reviews posted by Organizational Partners; (iii) Riipen does not guarantee the timeliness, accuracy or quality of any materials or information provided by any other users of the Riipen Services (including Organizational Partners); and (iv) Riipen is not responsible for the acts or omissions of any other user of the Riipen Services, including if a user ceases to use the Riipen Services prior to completing any activities that the user agreed to complete.
- Customer may agree to additional or different terms with an Organizational Partner pursuant to a separate agreement with such Organizational Partner (e.g. an NDA or engagement agreement with the Organizational Partner) that will govern Customer’s relationship with the Organizational Partner.