Welcome to RaySoft AssetAnalytics! These Terms and Conditions apply to your use of the RaySoft AssetAnalytics (operating as “RAA”) website, located at www.raysoft-aa.net (the “Website”). These Terms and Conditions apply to users and customers of our Website (the “User” or “You”). By visiting the Website, completing our online account registration process, or accessing any information, function, feature, application, product or service made available by RAA on the Website (the “Service”), you are deemed to have read and agreed to the following terms and conditions.

If applicable, the User further agrees to abide by all the terms of any third party which interacts with the Website, such third party User licensing agreement, or any other applicable digital distribution platform agreement, so long as such agreement does not conflict with the terms herein.

About the Service

RAA progressively offers research-driven proprietary software solutions to Users with new and periodically updated products and services. RAA’s services include providing software solutions that allow corporate entities to track the expected longevity of metallic components in assets used for industrial processing purposes. We offer a variety of services, including (but not limited to) leveraging asset degradation mathematical models to forecast alloy degradation, forecasting service life and remaining life of field-exposed assets, assisting operators, inspectors, engineers and insurers with data, information and risk assessment and offering assets upgrade, effective solutions for alloy and weld assets, asset-failure dispute resolutions programs and training programs on metal analysis. RAA provides our Services to Users throughout Canada, and internationally, where local law permits. If you are accessing our Website or Services from a jurisdiction outside Canada, you hereby acknowledge and agree that your use of the Website or Services shall, to the greatest extent permitted by applicable law, remain at all times subject only to the laws of Ontario and Canada. To the extent permitted by applicable law, we reserve the right to deny or terminate service to any User at our discretion.

The Website is available to Users who are aged 18 or older. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Website. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you using the Website.

If you are representing an entity, organization, company or other group (each an “Entity”), you are an authorized representative of such Entity, and you have the authority to enter into this Agreement on behalf of such Entity to this Agreement.

RAA makes every effort to ensure materials on the Website are displayed accurately with the same colours and images across different computers and devices. However, RAA cannot guarantee that your computer or device will accurately or consistently display image colours and sizing.

User Options

RAA offers Users a variety of options to engage with our Services and Website. Users can purchase online services produced by RAA through the “Product Store” page on the Website (the “Web Store”). Users can also purchase RAA training programs through the “Training” page on the Web Store. The Website also offers Users free access to published resources such as videos, news, blogs and journals. In order to access archived content, Users must register a member profile through the “Register” page on the Website (the “Member Profile”). RAA’s sales partner will also be granted access to a portal through the Website (the “Sales Partner Portal”) through which sales partners can interact with RAA using the functionalities offered within the Sales Partner Portal.

Forecast and Assessment Services

RAA offers (and will progressively and periodically add) various research-driven software solution services for industrial assets. Services are offered online and in person. The available services include AssessLIFE software and Consulting. More services will be added progressively and periodically. Pricing is as listed on the Website or per quote.

RAA will provide services using reasonable care and skill and in accordance with the customer’s instructions. Information or assessment results stated in reports are from the results of analysis in accordance with the instructions of the User(s). Reports issued by RAA reflect the facts recorded at the time of its intervention only and within the limits of the instructions received from the User(s). RAA is not obligated to report any facts outside the instructions received.

Should the User(s) request RAA as a witness in the presence or intervention of any third party, RAA is not responsible for the actions or omissions of third-party personnel or the analysis results. User(s) recognize that by availing themselves of the RAA's services, RAA does not supplant the User(s) or any third party, nor does it exempt them from any of their responsibilities, nor does it otherwise undertake to fulfill any obligations of the User(s) to any third party or vice versa.

RAA may work with a subcontractor or an agent with the User(s)’ authorization and may disclose necessary information to such parties as required to perform certain services.

The User will ensure that:

• Accurate information and clear instructions are provided in time to ensure the required services to be performed;
• The premises where the services will be performed are accessible to RAA’s representative;
• The supply of any special equipment or personnel to perform the services where necessary;
• Precautions for the safety and security of working conditions, sites, and installations are provided during service provision; and
• All necessary steps are taken to eliminate any interruptions or obstacles to the performance of the services.

Video Services

Marketing Videos

The marketing videos on the Website are non-purchasable, pre-recorded downloadable-to-devices videos made by RAA, and are authorized by RAA for circulation on social media and online. Through the Website, these videos can be downloaded and saved to your device. Marketing videos are intended for information purposes only and are offered without any warranty of any kind. Some videos may not be available for viewing on all devices or in all territories.

The marketing videos produced by RAA can be accessed as follows:

• Access via the Website. While on the landing page→Publication→Tab page→Marketing Videos
• Access via reach from social media distribution or circulation

Streaming Videos On Demand (“SVOD”)

The SVOD on the Website is limited to personal and inner-company use only. Users are prohibited from making recordings, short clips, or otherwise repurposing or reusing SVOD published on the Website, displayed on public screenings or shared for other purposes, without the prior written consent of RAA. SVOD video quality may vary or be offered in different viewing formats. The User’s ability to view SVOD in a particular format depends on the User’s hardware and internet connection and may therefore be limited. Some videos may not be available for viewing on all devices or in all territories.

SVOD may be purchased on a rental or purchase basis, with pricing as listed on the Website. Users who rent SVOD may stream the SVOD an unlimited number of times during the rental period (displayed at the time of purchase). Users who purchase an SVOD may stream the SVOD an unlimited number of times for so long as it is on the Website.

SVOD may be streamed for personal or inner-company purposes. SVOD is provided on an as-is and as-available basis. The availability or removal of any particular SVOD video on the Website is subject to RAA’s sole discretion. The User hereby acknowledges that removal of SVOD videos may limit the available viewing time after purchase.

SVOD is available exclusively through the Website and only to its Users. In the event a User’s account is deleted or the User is banned from the Website by RAA, acting in its sole discretion, the User will no longer be able to access any purchased SVOD. RAA shall under no circumstances be responsible for retaining a User’s viewing access or transferring SVOD to other accounts outside the Website.

The Web Store

Individual and commercial Users are welcome to visit the RAA website to learn more about our company, discover our catalogue of online resources, and shop our available services. The Web Store is accessible to all Users and features resources and programs for sale by RAA.

Online resources comprise complimentary marketing videos, news articles, blogs and journals, and training programs produced by RAA (“Online Resources”). Online Resources are developed by our team and are provided “as is” without warranty, as further described herein. We update, add, and remove Online Resources from time to time at our sole discretion. In order to schedule and purchase an online training session, the User must register an account with RAA and provide their first name, last name, email address, name of organization, location and credit card information. Once a purchase is complete and the corresponding payment has been successfully processed, the User will be provided with access and scheduling information, as applicable.

Users can also purchase products and services through the Web Store (the “Product Store”). All products and services are provided “as is” and without warranty, as further described herein. Products and services are available from time to time at our sole discretion and based on availability. In order to purchase products and services from the Web Store, the User must register an account with RAA and provide their first name, last name, email address, billing address, and credit card information. Pricing for products and services shall be displayed on the Website and is subject to change at any time at our sole discretion.

Member Profiles

A Member Profile must be registered if Users wish to use RAA’s Service and/or purchase products. Users must provide their first name, last name, email address, and chosen password on our “Member Sign-Up” page. Users can access archived material and purchase online products and Services from RAA within the User Profile account.

User Portal

RAA will give individual and corporate Users to whom it provides training and services access to the User Portal. Within the User Portal, the User can access paid software services, view the training schedule, book training for either online or in-person demonstration, schedule consultations with RAA authorized agents, submit supporting documents for consultation services, etc.

Interacting with the Website

When using the Website and our Services, you acknowledge and agree that you will:

• Provide true, accurate, current and complete information about yourself as prompted by the Website (“Registration Data”);
• Maintain and promptly update the Registration Data to keep it true, accurate, current and complete; and
• Enter valid payment information.

You must at all times provide accurate and truthful information regarding your identity when completing a purchase through the Website and may not complete a purchase for another individual without their explicit written permission. RAA reserves the right to suspend or cancel your access to the Services at its sole discretion at any time and for any reason upon notice to you.

When you register for an account, you will be asked to choose a username and password for the account. By registering for an account, you are indicating that you agree to these Terms of Use. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with anyone unauthorized to use your account. We will assume that any person using the Website with your username and password is either you or is deemed authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account or any unauthorized access to the password for any account. You further agree not to use the account or log in with the username and password of another user of the Website if (a) you are not authorized to use either or (b) the use would violate the Terms of Use.

You are responsible for updating your account access passwords regularly. It is strongly recommended that passwords or login information or any other confidential information not be shared by email unless encrypted.

Users are responsible for ensuring that all User-generated content (“User Content”) complies with our Site Content Standards detailed herein. User Content will be stored using our secure cloud server for all active Users but may be deleted upon termination of the Services. User Content will never be shared or utilized by RAA other than as necessary for the provision of its Services.

RAA also reserves the right to suspend or end the Services if you are found to be in breach of these Terms and Conditions, or for any other reason subject to these Terms and Conditions.

Fees

All service agreements must be entered directly between the User and RAA. Fees for Online Resources, products and services are specified on our Website and are subject to change at any time at our sole discretion. Fees for all other Services are set individually with the client and specified in a client contract. Additional fees may apply for some Services. Fees may vary due to tax rates in various provinces across Canada and internationally. If you want a custom product or service quote, please contact us at contact@raysoft-aa.net.

All prices are shown in Canadian Dollars (CAD) and are exclusive of applicable taxes and shipping costs. RAA accepts no liability for completing any transaction that cannot be cleared by RAA’s payment processor, whether due to insufficient funds or otherwise. If such a situation occurs, you will receive an error message, and the transaction will be denied. Moreover, we may suspend your access to your Account and contact you to provide valid alternative credit card information. Such suspension shall not relieve you from your obligation to pay any fees owed to RAA.

All User payments must be paid immediately at the time of purchase or in accordance with your contract with RAA. Payments may be processed through a third-party payment processing service from time to time. Users shall make all payments in accordance with the fees, charges, and billing terms in effect at the time of purchase. RAA reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Website or by email delivery to the User, subject to any agreed-upon terms in a signed contract with RAA.

Taxes

You take sole responsibility for the payment of any sales tax and any related penalties or interest to the relevant tax authority if you fail to pay the sales tax for the Services (the “Sales Tax”). You hereby indemnify RAA for any liability or expense we may incur in connection with such Sales Taxes. You may be required to provide RAA with evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that RAA is permitted to pass to its Users, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

Suspension or Termination of Services

RAA reserves the right to terminate any Services immediately without liability at any time, including the termination of services already underway in the event of:

• User’s failure to comply with its obligations set out above and such failure is not remedied within ten (10) days after a notice of such failure from RAA to the User; or
• Any suspension of payment, rejection of payment, insolvency, bankruptcy, arrangement with creditors, receivership or cessation of business by User.

User will be notified of the termination or suspension of Services within ten (10) business days.

Cancellation and Refund

Online training is non-refundable. Our Services may only be cancelled subject to the terms in a signed contract with RAA. No refunds shall be offered where a Service is deemed completed by RAA at its sole discretion and reasonably exercised. Refunds may also be available on a case-by-case basis at RAA’s sole discretion by contacting contact@raysoft-aa.net. Services that have not been performed may be cancelled upon written notice to RAA at least ten (10) business upfront/within a reasonable timeframe.

Intellectual Property Rights and Ownership

Except as otherwise provided, subject to your compliance with these Terms and Conditions, and in consideration of your adherence to these terms and payment of any applicable Fees, RAA grants to you a revocable, personal, non-exclusive, non-assignable and non-transferable license for personal, non-commercial purposes, except where explicitly provided otherwise, to (i) access the Website (ii) cause the Website to be displayed from a computer and/or mobile device and (iii) use the Website, including content downloaded from the Website, solely as permitted under these Terms and Conditions (iv) view the Online Resources (the “License”). RAA and its affiliates and licensors reserve all rights not expressly granted to you in these Terms and Conditions. Your rights herein are only as described above for this limited License. The License granted under this Section may be terminated by RAA for any reason at RAA’s sole discretion.

You understand and agree that the Website and its entire contents, features, and functionality, including but not limited to all Online Resources, information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by RAA, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

You further understand and agree that upon accessing an Online Resource, you are being granted a perpetual, royalty-free, worldwide, non-exclusive right and license (the “Download License”), to freely display the audio, text, image, and video content contained in the Online Resource, and to retain copies of such audio, text, and video content for your personal, non-commercial use. The Download License does not include RAA’s background intellectual property, which are retained by their respective creators outside of this Terms and Conditions. The Download License also does not grant you any right in the content, features, functionality, software, code, text, servers, databases, confidential information, displays, graphics, photographs, text, video, and audio, and the design, presentation, selection, and arrangement thereof, which comprise an Online Resource and are exclusively and solely owned by RAA.

The “RAA” name, RAA logo, and all related names, logos, product and service names, designs, images and slogans are trademarks of RAA or its affiliates or licensors. You must not use such marks without the prior written permission of RAA. Other names, logos, product and service names, designs, images and slogans mentioned or which appear on this Website are the trademarks of their respective owners.

Use of any of RAA’s intellectual property, except as expressly authorized, shall constitute a violation of the rights of the property owner and may be a violation of federal or other laws and could subject the violator to legal action. You may only use the Website for your personal and non-commercial use. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website or from the Online Resources, in any form or medium whatsoever except:

• Your computer and browser may temporarily store or cache copies of materials being accessed and viewed; and
• A reasonable number of copies for personal use only may be printed, keeping any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever.

Users are not permitted to modify copies of any materials from the Website nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Website. You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you print off, copy or download any part of our Website in breach of these Terms and Conditions, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Website or to any content on the Website, and all rights not expressly granted are reserved by RAA. Any use of the Website not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark, and other intellectual property laws.

Conditions of Use and Site Content Standards

Definitions:

For the purposes of this Section, the following definitions shall apply:

• “Business/Service Interruption” means any delay or stoppage to the Services forced upon RAA by reasons which could not have been reasonably foreseen or prevented;
• “Computer Security” means the programs and software RAA utilizes to protect its and its User’s Data;
• “Cyber Extortion” means any direct or indirect attempt to coerce RAA or its representatives through online or electronic means into any form of exchange to prevent a threatened action by the coercing party;
• “Data” means any electronic information, text, image, video or other code provided to, or in the possession or control of, RAA.
• “Force Majeure” includes, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, pandemics or epidemics, government-mandated lockdowns, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services;
• “Information” includes Personally Identifiable Information, Data, and any other documentation which could be reasonably foreseen as having intrinsic or economic value to the User and/or RAA;
• “Malicious Code” means any code in any part of a software system or script that is intended to cause undesired effects, security breaches or damage to a system.
• “Personally Identifiable Information” means any information that alone or in combination with other information held by RAA can be used to specifically identify a User;
• “Security Breach” means any compromise of RAA’s personal or corporate accounts, computers, or any other password-protected information, that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to protected data transmitted, stored or otherwise processed.

RAA takes our User’s security extremely seriously. While we endeavour to take every reasonable precaution to protect your information, certain events outside of our control, including but not limited to cyber extortion, hacking, business/service interruptions, and force majeure events, may result in the disclosure, damage, or destruction of such information and further subsequent damage. In such event, RAA shall not be held responsible or liable for any theft, damage, loss or unauthorized disclosure of personally identifiable information or third-party information or business or tax records or any other information or records that are in the care, custody or control of RAA. Further, in such event, RAA shall not be held liable or responsible for any interruption to the Website or the Services that is a direct or indirect result of:

• The plagiarising of any other User’s data;
• The alteration, corruption, destruction, deletion, or damage to data stored on RAA’s computer systems;
• Data loss, damage or inability to access data and/or intellectual property infringement that is caused by a security breach, unforeseen or reasonably unpreventable computer hardware, software or firmware failure, or satellite or internet failure;
• The failure to prevent transmission of malicious code from RAA computer systems to computer or network systems belonging to a User or related third party;
• The failure to prevent a loss or threat caused by cyber extortion.

RAA shall not be held responsible or liable for any damage or loss to a User’s data, intellectual property, or documentation which result from a force majeure event.

As a condition of your access and use of the Website or the Online Resources, you agree that you may use the Website and Online Resources only for lawful purposes and in accordance with these Terms and Conditions. Without limiting the foregoing, you warrant and agree that, when using the Website or the Services, you shall not:

• Violate any applicable federal, provincial, local, or international law or regulation or submit any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions and our privacy policy;
• Upload or cause to be displayed on or through the Website any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such prohibited ground or be otherwise objectionable;
• Provide or contribute to any false, inaccurate or misleading information;
• Impersonate or attempt to impersonate RAA, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing);
• Transmit, or procure the sending of, any advertisements or promotions, commercial activities or sales, including without limitation any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation;
• Engage in conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm RAA or users of the Website or expose them to liability;
• Promote any illegal activity, or advocate, promote, or assist any unlawful act;
• Give the impression that content you created originated from or is endorsed by RAA or any other person or entity, if this is not the case;
• Plagiarize any other User’s content or creations; or
• Reproduce or use any copyrighted material without authorization.

Availability

Unless otherwise stated, the Services featured on this Website are available within North America and internationally, where permissible by law and subject to local rules and regulations. All advertising is intended solely for the Ontario, Canada market. The User is solely responsible for evaluating the fitness for a particular purpose of any downloads, programs and text available through the Website. Redistribution or republication of any part of the Website or its content is prohibited, including such by framing or other similar or any other means, without the express written consent of RAA. RAA does not warrant that the Services or the Website will be uninterrupted, timely or error free, although it is provided on a best-efforts basis.

RAA endeavours to ensure that the video, audio, image, and text displayed on or available for download through the Website (the “Content”) is complete and current. However, RAA does not warrant as to the quality, accuracy or completeness of Content on our Website. Such information is provided “as is” without warranty or condition of any kind. This Website may include inaccuracies, typographical errors, errors or omissions. Such errors, inaccuracies, typographical errors or omissions may relate to price or to product description or availability. In no event shall RAA be liable for any damages whatsoever, including special, indirect or consequential damages, arising out of or in connection with the use or performance of Content available on the Website.

Force Majeure

RAA shall not be liable for any failure to perform any obligation under any agreement which is due to an event beyond the control of such party including but not limited to any Act of God, terrorism, war, political insurgence, pandemic, epidemic, government-mandated lockdown, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man-made eventuality outside of our control, which causes the termination of the Services or of an agreement or contract entered into with RAA, which termination could have been reasonably foreseen. In such event, RAA shall forthwith inform the User and shall use all reasonable endeavours to comply with the terms and conditions of any agreement entered between the parties.

Third-Party Terms of Agreement

You must comply with applicable third-party terms of agreement when using the services of a third party contracted by RAA. You further agree to abide by all the terms of any third party that interacts with the Website and/or RAA, such third-party User licensing agreement, or any other applicable agreement, so long as such agreement does not conflict with the terms herein.

RAA does not control third-party sites and resources, and RAA does not endorse or take responsibility for them. You acknowledge and agree that using the Website, RAA will not be directly or indirectly liable or responsible for any damages or loss caused or alleged to be caused by or in connection with the use of the or reliance on any content, events, goods or services available on or through any such third party site or resource. Any transactions or interactions with third parties while using the Service are solely between You and the third party and You agree that RAA is not liable for any loss or claim arising from such dealings.

Third-Party Payment Processing

The applicable third-party payment processor used by RAA (“Third Party Payment Processor”) provides certain services to RAA and to Users that support RAA Payment Services (the “Third Party Payment Processor Services”). RAA currently uses PayPal and Stripe as third-party payment processors to process credit card payments initiated by users and collect the fees and other amounts owed by users to RAA. RAA may use data about the User’s use of the Third Party Payment Processor Services and their transactions effected through the Third Party Payment Processor for the same purposes for which RAA is permitted to use other data collected by RAA in connection with the Vendor Services, as provided in these Terms of Use or the Privacy Policy.

User agrees to indemnify and hold harmless RAA with respect to any suits or claims by Third Party Payment Processors or any third party (and any related costs, including legal fees) arising directly or indirectly out of any activity associated with such User , whether initiated by User or not (including all transactions, disputes, refunds, reversals, claims, fines associated with such activity, and use of the services in a manner prohibited under these Terms of Use or any agreement with any Third Party Payment Processor), and without limitation including (a) any failure by User to pay any amount owing by User to a Third Party Payment Processor in any way related to an account associated with User on Third Party Payment Processor’s system, or (b) any claim made against RAA by a Third Party Payment Processor as a result of any inaccurate or incomplete information provided by User to such Third Party Payment Processor (or provided by User to RAA, and which RAA provided to Third Party Payment Processor). If RAA makes any payment to a Third Party Payment Processor in relation to any such claim, then, without limiting any other remedies available to RAA, Users authorize RAA to use any authorized payment method to collect a corresponding amount from such User.

From time to time, RAA may change the Third Party Payment Processor it uses to support RAA Payment Services, or RAA may offer the option of using other Third Party Payment Processors to support RAA Payment Services, or RAA may elect itself to perform some or all of the services that were previously provided by the Third Party Payment Processor. If RAA does so, then, in order to continue to use RAA Payment Services, the User may be required to agree to additional terms imposed by RAA or such other Third Party Payment Processor. If the User does not wish to accept those terms, then such User must cease using the corresponding RAA Payment Services.

All payments are exclusive of any taxes or duties imposed by applicable tax laws in each User’s tax jurisdictions, and RAA will not be responsible for any taxes or duties owed by the User.

Notification of Changes

RAA reserves the right to change these conditions from time to time as it sees fit, and the continued use of the site will signify the user’s acceptance of any adjustment to these terms. If there are any changes to the privacy policy, RAA will announce that these changes have been made on the homepage and on other key pages on the Site. If there are any changes in how RAA uses Registration Data, notification by e-mail or postal mail will be made to those affected by this change. Any changes to the privacy policy will be posted on the Website 30 days prior to these changes taking place. The User is therefore advised to re-read this Terms and Conditions and Privacy Policy on a regular basis.

Disclaimer of Warranties

You understand and agree that your use of the Services, the Website and its content, the Online Resources, and the Merchandise provided by RAA is at your own risk. The Website, its content, and any Services are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

Neither RAA nor any affiliates nor their respective directors, officers, employees, agents or service providers makes any warranty, representation or endorsement with respect to the completeness, security, reliability, suitability, accuracy, currency or availability of the Website or its contents. Without limiting the foregoing, neither RAA nor any affiliates nor their respective directors, officers, employees, agents or service providers represents or warrants that the Website, its content, or any services or items found or attained through the Website will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, or that the Website or the server that makes it available are free of viruses or other harmful components.

We cannot and do not guarantee or warrant that files or data available for downloading from the internet or the Website will be free of viruses or other destructive code. You are solely and entirely responsible for your use of the Website and your computer, internet and data security. To the fullest extent provided by law, we will not be liable for any loss or damage caused by denial-of-service attack, distributed denial-of-service attack, overloading, flooding, mailbombing or crashing, viruses, trojan horses, worms, logic bombs, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Services, the Website, or your downloading of any material posted on the Website, or on any website linked to it.

LIMITATION OF LIABILITY

THE USER ACKNOWLEDGES AND AGREES THAT: (A) THE WEBSITE AND THE APP ARE TO BE USED “AS-IS”, WITH NO WARRANTIES ON FITNESS FOR THE PURPOSE, MERCHANTABILITY OR OF ANY OTHER KIND, WHETHER EXPRESSED OR IMPLIED; AND THE USER ACKNOWLEDGES, AGREES AND UNDERSTANDS THAT THE USER USES THE WEBSITE AND THE APP AT THE USER’S OWN RISK; (B) RAA IS HEREBY RELEASED FROM ANY AND ALL LIABILITY FOR USE OF THE WEBSITE AND THE APP; AND (C) THE USER HAS REVIEWED THE FOLLOWING LIST OF POTENTIAL EVENTS SPECIFICALLY DISCLAIMED AS EXAMPLES FOR WHICH THE USER HAS SPECIFICALLY RELEASED RAA FROM ANY AND ALL LIABILITY (AMONG OTHERS):

• For non-App failures: responsibility for any failure of, or damages to, any hardware devices, equipment or networks or internet access, content or data, or third party applications used by the User in connection with the App;
• For communication failures or App downtime: whether due to maintenance or other reasons, any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the App content, User User Data, use of App and/or any communications between the Users and the App;
• For loss of access as a result of failure to receive payment: account suspension or termination as a result of the User’s insufficient funds to make payment or payment processing issues that are beyond RAA’s control (such as but not limited to, power outages, interruptions of cellular service, overzealous fraud protection rules applied by the User’s payment card brand or acquirer bank, or any other interface from an outside force);
• For content inaccuracy: any inaccuracy in content and/or recommendations by RAA in RAA content and/or the User and/or Client User Data, and the Client and User is responsible for ensuring that that the information entered into RAA’s system by such User is accurate, reliable and complete, and agrees that the provision or storage of User Data through the App does not constitute RAA’s endorsement or warranty as to the accuracy of such content;
• For compliance with law: the compliance of such User Data with applicable legislation including privacy legislation, and User agree that the provision or storage of User Data through the App does not constitute RAA’s endorsement or warranty as to compliance with laws;
• For online discussions: responsibility or liability for any user-generated commentary, ratings or reviews. Ratings and reviews posted to the App DO NOT reflect RAA’s views;
• For monitoring: liability for monitoring the App or for unauthorized or unlawful content on the App or use of the App by any of the App’s Users;
• For non-infringement: direct or indirect, express or implied representation or warranty as to title and non-infringement of intellectual property in relation to the App.
• For processing of content: liability for any damages that may arise by the Client’s use and/or direct or third-party processing of User Data, and the User further agrees and acknowledges that RAA is not liable for any damages that may arise if User Data is misdirected in error, subject to, subject to RAA’s legal requirements relating to the protection of personal information under Applicable Law;
• For communications directly or through the App: liability for any damages that may arise for communications received to the User through the User’s access to the App and/or for the posting of information on the App, Website, blog, account or any affiliated social media, including but not limited to, User Data, pictures, written reviews, personal information, and/or comments made from the User’s personal point of view; and/or
• For force majeure: any force majeure event as described in this Agreement and/or any matter beyond RAA’s reasonable control.

In the event that there is a finding of liability that is contrary to the foregoing, the User(s) agree that such damages shall be limited to the aggregate of the fees the User(s) has paid to RAA, whether or not the User(s) has been advised of the possibility of such damages or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless RAA, its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your breach of these Terms and Conditions, your interactions with the Online Resources, or your use of the Website, including, but not limited to, your purchase of products or services through the Web Store, your use of third-party sites, or any other use of Website content, services, and products other than as expressly authorized in these Terms and Conditions.

Governing Law and Jurisdiction

The Website and these Terms and Conditions will be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle or rule (whether of the laws of Ontario or any other jurisdiction) and notwithstanding your domicile, residence or physical location.

Any action or proceeding arising out of or relating to this Website and under these Terms and Conditions will be instituted in the courts of the province of Ontario and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

No Assignment

This Terms and Conditions is not to be assignable except as may be contemplated hereunder but will enure to the benefit of and be binding upon each of the parties and their respective successors and permitted assigns.

Injunctive Relief

Notwithstanding any other provisions of this Terms and Conditions, you acknowledge and agree that RAA may obtain an injunction or other appropriate relief against you if you contravene or fail to comply with any provision of this Terms and Conditions in any way and you further agree that the provisions of this paragraph may be pleaded against you by way of estoppel or defence to a claim by you that an injunction or other appropriate relief should not be granted.

Amendment to Terms

These Terms shall not be amended, modified, varied or supplemented except in writing and signed by duly authorized representatives of RAA.

Independent Legal Advice

By using RAA website, purchasing any items through RAA, or using RAA’s services you acknowledge and agree that you (i) have had sufficient time to review and consider this Terms and Conditions thoroughly; (ii) has read and understands the terms, the nature and the consequences of this Terms and Conditions and the obligations hereunder; (iii) have been given an opportunity to obtain independent legal advice concerning the interpretation and effect of this Terms and Conditions.

No Waiver for Non-Enforcement

No waiver under these Terms and Conditions is effective unless it is in writing and signed by an authorized representative of the party waiving its right. No single or partial exercise of any right, remedy, power or privilege here under precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Failure of RAA to enforce any of the provisions set out in these Terms and Conditions and any agreement, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms and Conditions or of any Agreement or any part thereof, or the right thereafter to enforce each and every provision.

Severability

If any term or provision of these Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

Entire Agreement

The Terms and Conditions and our Privacy Policy constitute the sole and entire agreement between you and RAA regarding the Website and your use thereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

Communications

RAA reserves the right to contact you from time to time for feedback regarding our Products and Services. We will also contact any User who files a complaint with RAA regarding a representative of RAA or the Services overall. Notices to Users will be deemed effective at the time they are sent by RAA or as of the date they are posted on the Website.

Maintenance and Support

RAA is solely responsible for providing any maintenance and support services with respect to the Website when required from time to time or as required under applicable law. If you notice a problem or error on the Website, you can report it to contact@raysoft-aa.net.

Company Name and Address

RAA’s contact information for any User questions, complaints or claims with respect to our Services is contact@raysoft-aa.net.

Governing Law and Dispute Resolution

In the event of any dispute relating to or arising out of your use of these Terms and Conditions, such dispute shall be settled and determined by a single arbitrator in accordance with the Arbitration Act of Ontario. If you and RAA are unable to agree on an arbitrator within fifteen (15) days after RAA is made aware of the dispute, then the parties shall submit the matter to the ADR Institute of Ontario (or is successor), which shall choose the arbitrator. The decision of the arbitrator shall be final and binding without appeal on questions for law or fact or for any reason whatsoever. Costs of the arbitration shall be shared equally between you and RAA. In the event arbitration is not allowed by law, any other action must be brought only in the courts of Ontario, Canada.