Last updated: July 2, 2025
Please read these Terms of Use (the “Terms“) carefully, as they govern your use of and access to the IoTcare geolocation software platform and the associated maintenance, connectivity, security, and support services (the “Platform“), including all user manuals and guides related to the Platform (the “Documentation“), which are provided to you (“you“, “your“, or “yours“) by RIOH Inc. (“RIOH“, “we“, “us“, or “our“). For clarity, these Terms apply to any user of the Platform whose access is provided through an agreement between RIOH and your employer, or any other person who legally controls your access to the Platform (the “Manager“).
To the extent permitted by law, we reserve the right, at our sole and absolute discretion, to modify these Terms, or any part thereof, at any time. In such case, RIOH will provide you with reasonable notice prior to the effective date of the modified Terms. The modified Terms will take effect upon publication and will apply to your use of the Platform from that point forward.
THESE TERMS AND CONDITIONS CONSTITUTE A BINDING AGREEMENT REGARDING YOUR USE OF THE PLATFORM. BY CLICKING ON THE “ACCEPT” BUTTON, YOU: (I) CONFIRM THAT YOU HAVE READ AND UNDERSTOOD EACH OF THE TERMS OF THESE TERMS AND CONDITIONS; (II) ACCEPT THESE TERMS AND AGREE TO BE BOUND BY THEM; AND (III) DECLARE THAT YOU ARE DULY AUTHORIZED BY THE RESPONSIBLE PARTY TO ACCESS AND USE THE PLATFORM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT CLICK ON THE “ACCEPT” BUTTON. IN THIS CASE, YOU WILL HAVE NO RIGHTS IN CONNECTION WITH THE PLATFORM AND YOU MUST NOT ACCESS OR USE IT.
1. RIGHT OF ACCESS; LICENSE.
Subject to your strict compliance with these Terms, RIOH hereby grants you: (a) a right to access the Platform; and (b) a limited, non-exclusive, non-transferable license, without the right to sublicense, to reproduce, use, and make a reasonable number of copies of the Documentation for the purpose of accessing the Platform. The foregoing rights and license shall terminate immediately upon the first of the following events: (i) upon the expiration or early termination of the agreement between RIOH and your Manager; (ii) when you cease to use the Platform and delete your account; or (iii) when, upon reasonable notice, you cease to be authorized by RIOH to use the Platform for any reason whatsoever.
2. ACCOUNT.
2.1 Creating an account. The Platform requires the creation of a user account. If you create an account, you must complete the registration process by providing RIOH with current, complete, and accurate information, as requested by the applicable registration form. You must also choose a unique username and a secure password. In the event of a violation of this paragraph 2.1 , RIOH may terminate your right to access and use the Platform, at its sole and absolute discretion.
2.2 Account Responsibility. You are solely responsible for maintaining the confidentiality of your password and account. Furthermore, you are solely responsible for all activities that occur under your account. You agree to immediately notify RIOH of any unauthorized use of your account or any other breach of security.
2.3 Privacy Policy. Any collection and use of your personal information through the Platform is governed by our Privacy Policy available at: https://rioh.io/privacy-policy. In the event of a conflict between the terms of the Terms and those of the Privacy Policy with respect to the collection and use of your personal information, the terms of the Privacy Policy shall prevail.
2.4 Account security. Although we use commercially reasonable security measures to protect the data associated with your account, we cannot guarantee that unauthorized third parties will never be able to breach the Platform’s security measures or misuse your data.
2.5 Liability for Account Misuse. To the extent permitted by law, RIOH shall not be liable for any loss, including the loss of data associated with your account, that you may suffer as a result of another person’s use of your password or account (whether with or without your knowledge), including any loss of data associated with your account, provided, however, that such losses do not arise from a breach of RIOH’s obligations hereunder or under the law. You may be liable for losses incurred as a result of any use not permitted hereunder or under applicable law (i) of the data available on the Platform, (ii) of your account, or (ii) of your password by you or any other person.
2.6 Use of other accounts. You may not, at any time, use anyone else’s account, except with the permission of the account holder as their duly authorized agent.
2.7 Account deletion. RIOH reserves the right to delete any account that has become inactive and is linked to the Manager’s account.
3. USE OF THE PLATFORM
3.1 Restrictions. You shall not, directly or indirectly: (i) copy, modify, or create derivative works based on the Platform or Documentation, in whole or in part; (ii) rent, loan, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Platform or Documentation available to third parties; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or access the source code of the Platform, in whole or in part; (iv) remove any proprietary notices from the Platform or Documentation (if any); or (v) use the Platform or Documentation as a service bureau, timeshare or in any other manner allocated to third parties; (vi) use the Platform contrary to the Documentation or applicable laws; (vii) provide passwords or other login information for the Platform to third parties; (viii) share features, data, or content from the Platform with third parties; (ix) probe, scan, test the vulnerability of, or circumvent any security mechanisms used by the websites, servers, or networks connected to the Platform; (x) take any action that imposes an unreasonable or disproportionately large load on the websites, servers, or networks connected to the Platform; (xi) access (or attempt to access) or use the data of other authorized users through the Platform; (xii) knowingly diminish or impede access to the Platform; (xiii) access or use the Platform to create a similar or competing platform or service; (xiv) use the data available or otherwise accessible through the Platform, including the personal information of third parties, contrary to these Terms or applicable laws; (xv) use the Platform or the Documentation in a manner or for a purpose that infringes, misappropriates, or violates any applicable law and any intellectual property, privacy, and personal information rights or other rights of third parties.
3.2 Suspension of the Platform; Service Levels. Notwithstanding anything to the contrary in these Terms, RIOH may temporarily suspend your access to all or part of the Platform if RIOH reasonably determines that: (i) there is a threat or attack on any component of the Platform; (ii) your use of the Platform disrupts or poses a security risk to the Platform or any other RIOH customer; (iii) you are using the Platform for fraudulent or illegal activities; (iv) your use of the Platform (or data available or otherwise accessible through the Platform) is prohibited by applicable laws; or (v) your use of the Platform (or data available or otherwise accessible through the Platform) is in violation of the provisions of the agreement between RIOH and the Manager and/or these Terms (each, a “Suspension“).. RIOH will endeavor to notify you in writing, to the extent possible, of any Suspension and to provide you with updates regarding the resumption of access to the Platform after a Suspension. RIOH will endeavor, to the extent possible, to restore access to the Platform as soon as the event giving rise to the Suspension is resolved. To the extent permitted by law, RIOH is not liable for any damages, losses (including any loss of profits), or other consequences you may suffer as a result of a Suspension.
3.3 Security Measures. The Platform may contain copy protection technology or other security features designed to prevent unauthorized use of the Platform, including features that protect against use of the Platform: (i) beyond the scope of the rights and license granted under Section 0 ; and/or (ii) prohibited under Section 3 hereof. You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to such copy protection or security features.
4. AGGREGATED DATA
Notwithstanding anything to the contrary in these Terms, RIOH may (i) monitor your use of the Platform, collect and compile aggregated data sets based on such use, provided that such data does not contain your personal information; (ii) compile and Anonymize (as defined below) such data in accordance with generally accepted best practices and the criteria and terms determined by applicable laws and regulations, if any (collectively, the “Aggregated Data“), for the purpose of improving its products and services. Between the parties, all rights, titles, and interests in and to the Aggregated Data, including all intellectual property rights therein, belong to and are owned solely by RIOH. You acknowledge and agree that RIOH may: (i) make the Aggregated Data publicly available in accordance with applicable laws; and (ii) use the Aggregated Data to the extent and in the manner permitted by applicable laws. For the purposes hereof, “Anonymize” means any procedure that, at any time and irreversibly, prevents the direct or indirect identification of a natural person.
5. USER CONTENT
5.1 Ownership of Content. Between you and RIOH, you retain ownership of any text, video, photo, or other material that you publish or communicate through the Platform or otherwise provide to RIOH hereunder (the “Content“), with the exception of Feedback (as defined below).
5.2 Content License. By submitting Content to the Platform, you grant RIOH a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, and transferable license to reproduce, publish, modify, and generally use the Content in connection with the Platform, whether for commercial or non-commercial purposes, on any platform and in any media known or unknown to date. You agree that RIOH has no obligation to identify you as the author of such Content. You further agree to complete and execute any documents that RIOH may reasonably require to give full effect to this provision.
5.3 Netiquette. At all times, when you provide any Content hereunder, you agree not to make any statements that could be considered, in RIOH’s sole and absolute discretion, to be: (i) abusive, defamatory, hateful, racist, xenophobic, homophobic, or sexist (or any use of discriminatory language); (ii) involving vulgar, obscene, or malicious language; and (iii) disclosing personal information or confidential information about others.
5.4 Responsibility for Content. You hereby agree and accept that you are solely responsible for any Content you provide hereunder. Accordingly, you represent and warrant to RIOH that: (i) you are the sole and exclusive owner of the Content, or you have all the rights, licenses, authorizations, consents, and permissions necessary to grant RIOH the rights to such Content; and (ii) neither the Content, nor its publication or transmission, nor the use of the Content by RIOH violates or will violate the rights of third parties, including intellectual property rights, image rights, privacy rights, and personal information protection rights, or any Canadian or foreign law or regulation.
5.5 Platform Management. RIOH reserves all rights relating to the administration of the Platform, including the right to remove without notice any Content that, in RIOH’s sole and absolute discretion, does not comply with the rules set out in this Section 5.
5.6 Review of Content. You acknowledge and agree that RIOH has no obligation to review Content posted on the Platform, or to monitor your access to or use of the Platform, but that it has the right to do so in order to ensure compliance with these Terms, applicable laws, court orders, government directives, or other requirements.
5.7 Third-Party Content. Through the Platform, you may use and/or access Content provided by third parties. RIOH cannot guarantee that such Content will be free of any material or information that you may find objectionable. RIOH disclaims any responsibility in connection with your access to any Content.
5.8 Complaints. If you find that any Content violates any of the provisions of this Section 5, RIOH invites you to file a complaint, which will be treated confidentially, at the following email address: info@rioh.io, or through the internal processes and hierarchy of your Manager.
6. INTELLECTUAL PROPERTY
6.1 Platform and Documentation. You acknowledge and agree that (i) you are only granted a right to access the Platform for the purpose of using it in accordance with these Terms and Conditions and (ii) the Documentation is strictly provided to you under license, and is not sold to you, in accordance with Article 1 of these Terms and Conditions. You do not acquire any ownership rights in or to the Platform or Documentation under these Terms, nor any other rights in or to the Platform or Documentation, other than the right to access and use the Platform and Documentation in accordance with the right of access and license granted under these Terms, subject to all terms, conditions, and restrictions as detailed in these Terms. Between the parties, RIOH reserves and retains all rights, titles, and interests in and to the Platform and Documentation, including all intellectual property rights arising from or related to the Platform, Documentation, and Aggregated Data.
6.2 Trademarks. All trademarks, logos, trade names, and other designations of RIOH or the Platform are, between the parties, the property of RIOH. All other trademarks, logos, trade names, and other designations are the property of their respective owners. You agree to: (i) respect RIOH’s corporate image and standards regarding branding and symbols (i.e., symbols: ™, ® or others), where applicable; (ii) not use RIOH’s trademarks outside the scope of these Terms and Conditions; (iii) not harm or affect, in any way, directly or indirectly, the image, goodwill, and/or reputation enjoyed by RIOH; (iv) not use RIOH’s trademarks to promote your Manager’s products and/or services without RIOH’s prior written consent (which may be withheld at its sole and absolute discretion); and (v) not use or apply for registration of any trademark, corporate or business name, sign or logo that is identical, similar or likely to cause confusion with RIOH’s trademarks.
6.3 Feedback. If you send or transmit to RIOH any communications or materials suggesting or recommending changes to the Platform, including, but not limited to, new features or functionality related thereto, or any com , question, suggestion, or other matter related to the Platform (collectively, “Feedback“), RIOH shall have the right (but not the obligation) to use such Feedback. You hereby assign to RIOH, on your behalf, all rights, title, and interest in and to the Feedback, and such assignment shall be effective as of the date such rights, title, and interest are created. You agree to waive any moral rights you have or may have in and to the Feedback. Without limiting the foregoing, you acknowledge and agree that RIOH shall be free to use, without attribution or compensation to any party, the ideas, know-how, concepts, techniques, or other intellectual property rights contained in or developed from the Feedback for any purpose whatsoever. You also agree to complete and sign any documents that RIOH may reasonably require to give full effect to this provision, although RIOH is not obligated to use the Feedback.
6.4 Third-party products. RIOH may distribute certain third-party products provided or integrated into the Platform (collectively, the “Third-party Products“). For the purposes of these Terms, such Third-Party Products are subject to their own terms and licenses. If you do not agree to comply with the terms applicable to such Third-Party Products, you must not install or use them. You acknowledge and agree that, as between the parties, the relevant third-party providers own all rights, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
7. LIMITATION OF LIABILITY.
IN NO EVENT SHALL RIOH, OR ITS AFFILIATES (IF ANY), BE LIABLE TO YOU FOR THE USE, INTERRUPTION, DELAY, OR INABILITY TO ACCESS AND USE THE PLATFORM. WITHOUT LIMITING THE FOREGOING, RIOH SHALL IN NO EVENT BE LIABLE FOR ANY DIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND RELATING TO THE DATA PROVIDED THROUGH THE PLATFORM OR ITS ACCURACY, OR ANY DECISION MADE BY YOU BASED ON THE DATA PROVIDED THROUGH THE PLATFORM. YOU AGREE AND ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO MAKE APPROPRIATE DECISIONS BASED ON YOUR EXPERTISE AND KNOWLEDGE. THE PLATFORM IS PROVIDED TO YOU PURSUANT TO THE AGREEMENT BETWEEN RIOH AND THE MANAGER. YOUR ACCESS TO THE PLATFORM IS SOLELY FOR THE BENEFIT OF YOUR MANAGER AND AT THE DISCRETION OF THE MANAGER, AND YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NO RIGHTS UNDER THIS AGREEMENT, INCLUDING THE RIGHT TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY THAT RIOH OR ITS AFFILIATES (IF ANY) MAY HAVE IN CONNECTION WITH YOUR USE OR INABILITY TOTO USE THE PLATFORM WILL BE SOLELY TO YOUR LIABILITY UNDER THE AGREEMENT AGREED WITH RIOH AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET OUT THEREIN.
8. EXTERNAL SITES.
The Platform may contain hyperlinks to external sites that take you away from the Platform (the “External Site(s)“). You acknowledge and agree that RIOH is not responsible for the availability of these External Sites or the accuracy of the content, products, or services available on these External Sites. Hyperlinks to External Sites do not imply that RIOH endorses or sponsors these External Sites. You acknowledge and agree that you assume all risks arising from your use of External Sites. By using the Platform, you expressly release RIOH from any liability arising from your use of any External Site, and you are bound by the terms of use and privacy policy applicable to such External Sites.
9. GENERAL
9.1 Export Regulations. The Platform may be subject to export control laws, including Canadian and U.S. export control laws. You may not, directly or indirectly, export, re-export, or distribute the Platform to, or make the Platform available from, any jurisdiction or country to which export, re-export, or distribution is prohibited by law, rule, or regulation. You must comply with all applicable federal laws, regulations, and rules, and fulfill all required commitments (including obtaining any necessary export licenses or other government approvals), before exporting, re-exporting, distributing, or otherwise making the Platform available outside of Canada and the United States.
9.2 Survival of Provisions. Provisions that by their nature should survive the termination of these Terms will survive termination, including ownership and disclaimer provisions.
9.3 Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder.
9.4 Notices. We may provide you with any notices required under these Terms or by law by any method, including posting notices on the Platform or sending notices to any email address you provide to us when you create your account on the Platform or during any other interaction with us. You agree to send notices to us by posting them at:
RIOH inc.
300-15, 11700 Avenir Street
Mirabel, Quebec J7J 0G7 Canada
9.5 Entire Agreement. These Terms constitute the entire and exclusive agreement between RIOH and you with respect to the Platform, Aggregated Data, and Documentation, and supersede all prior agreements, oral or written, between RIOH and you.
9.6 Waiver; Severability. RIOH’s failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in the future. A waiver of such right or provision shall be effective only if in writing and signed by a duly authorized representative of RIOH. Except as expressly provided in these Terms, the exercise by RIOH of any of its remedies under these Terms shall be without prejudice to its other remedies. If, for any reason, a court of competent jurisdiction finds any provision of these Terms to be invalid or unenforceable, the remaining provisions of these Terms shall remain in full force and effect.
9.7 Force majeure. RIOH shall not be liable to you, and shall not be deemed to be in default or in breach, for any failure or delay in the performance of its obligations hereunder where such failure or delay is due to unforeseeable events beyond its control, such as strikes, labor disputes, civil unrest, riots, rebellions, invasions, hostilities, wars, terrorist attacks, embargoes, natural disasters, epidemics, pandemics, natural disasters, floods, tsunamis, fires, sabotage, fluctuations or unavailability of electrical power, heat, light, air conditioning, or the Manager’s equipment, loss and destruction of property, or any other circumstance or cause beyond RIOH’s reasonable control.
9.8 Applicable law and jurisdiction. These Terms and Conditions are governed, interpreted, and enforced in accordance with the laws of the Province of Quebec and applicable federal laws, without regard to conflict of law rules. Subject to Section 7, you agree that, if applicable, any dispute between you and RIOH, whether in connection with these Terms, arising out of them or relating to them in any way, shall be brought and resolved exclusively in the judicial district of Quebec City, in the province of Quebec, and you waive any objection that this venue is inconvenient or inappropriate.
9.9 Contact us. RIOH welcomes your comments, questions, and feedback, which can be sent to: info@rioh.io.
11417237.3