I2CS Inc. Terms of Use

These Terms of Use ("Terms") govern your access to and use of the BiciClub website, mobile applications (iOS and Android), and all related software, services, features, content, and functionality (collectively, the "Services"). The Services are provided by I2CS Inc. ("Company", "BiciClub", "we", "us", or "our").

For the purposes of these Terms, the Company includes I2CS Inc. and its officers, directors, employees, consultants, affiliates, subsidiaries, contractors, licensors, successors, assigns, and agents.

These Terms apply to all individuals and organizations that access or use the Services, including cycling clubs, club administrators, ride leaders, members, participants, visitors, and other users.

By creating an account, accessing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Services.

From time to time, BiciClub may require users to provide an additional electronic acknowledgment or acceptance of these Terms before accessing all or part of the Services. Until such functionality is implemented, your continued access to or use of the Services constitutes your acceptance of these Terms.

I. Purpose of the Services

BiciClub is an online platform designed to assist independent cycling clubs with the administration of their organizations and activities. The Services provide administrative tools that may enable cycling clubs to:

• maintain member records and club databases;
• administer registrations and memberships;
• organize rides, events, and other club activities;
• manage ride attendance and waitlists;
• communicate with members, ride leaders, volunteers, and club administrators;
• maintain routes, ride history, and related information;
• collect club dues or event fees;
• access reports, analytics, and operational insights; and
• use other club management features made available from time to time.

The Services are administrative tools only. BiciClub does not own, organize, sponsor, supervise, promote, control, or operate cycling rides or other sporting activities.

Each cycling club using the Services remains an independent organization and is solely responsible for administering and operating its club, determining membership requirements, appointing club administrators and ride leaders, organizing rides and events, establishing club policies, supervising participants, communicating with members, obtaining any waivers or consents it considers appropriate, and complying with applicable laws.

Individuals may access information only for those cycling clubs of which they are members and that use the Services.

Nothing contained in these Terms creates any employment, agency, partnership, joint venture, fiduciary, or representative relationship between BiciClub and any cycling club, club administrator, ride leader, participant, or other user of the Services.

II. Eligibility and User Accounts

To use the Services, you must create an account and provide accurate, complete, and current information. You agree to keep your account information current and to promptly update it where necessary.

You are responsible for maintaining the confidentiality of your login credentials and for all activities occurring through your account. You agree to notify BiciClub promptly if you believe your account has been accessed without authorization or otherwise compromised.

If you create an account or provide information on behalf of another individual, including a minor, you represent that you have the legal authority to do so.

You are responsible for ensuring that your use of the Services complies with these Terms, the rules of any cycling club of which you are a member, and all applicable laws.

III. Licence to Use the Services

Subject to these Terms, BiciClub grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your personal use or, where applicable, for the internal administration of a cycling club.

This licence does not transfer any ownership rights in the Services or any associated intellectual property.

Except as expressly permitted by these Terms or applicable law, you agree not to:

• copy, reproduce, distribute, publish, sell, lease, sublicense, or commercially exploit any part of the Services;
• modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services;
• interfere with or disrupt the operation, security, or integrity of the Services;
• access the Services using automated tools, bots, crawlers, scrapers, or similar technologies without our prior written consent;
• upload malicious software or code;
• attempt to gain unauthorized access to the Services or related systems; or
• use the Services in any unlawful or unauthorized manner.

IV. Club Administration

Cycling clubs remain responsible for administering their own organizations through the Services. Club administrators are responsible for managing their clubs in accordance with these Terms and any policies established by their respective cycling clubs.

Club administrators and ride leaders may be granted access to information relating to members of their cycling club for the purpose of administering memberships, registrations, rides, communications, attendance, emergency response planning, and other club activities.

BiciClub does not review, supervise, or approve decisions made by cycling clubs regarding membership, participation, ride management, or other club operations.

Any disputes relating to membership, participation, club policies, ride administration, or the conduct of a cycling club, club administrator, ride leader, or participant remain solely between the affected individuals and the applicable cycling club.

V. Club Data and Administration

BiciClub is designed to assist cycling clubs with the administration of their organizations. Cycling clubs may upload, maintain, organize, modify, and manage information relating to their clubs and members through the Services. This information may include membership records, rider profiles, registrations, ride history, attendance records, routes, communications, notices, financial information, and other administrative records.

As between BiciClub and the applicable cycling club, the cycling club retains ownership of the information that it uploads to the Services for the purpose of administering its organization.

Each cycling club is responsible for ensuring that the information it uploads to or maintains through the Services is accurate, current, and that it has the necessary authority to collect, use, and manage that information.

Subject to these Terms and any applicable subscription or service agreement, cycling clubs may export or retrieve their administrative data using the functionality made available through the Services.

The Services may also generate reports, statistics, and analytics based upon a cycling club's use of the Services. These may include information relating to member engagement, registrations, ride participation, attendance trends, route popularity, waitlist activity, and other operational insights intended to assist clubs in administering their organizations.

BiciClub retains all right, title, and interest in the Services, the software, the underlying technology, and any aggregated, anonymized, or de-identified information, statistics, analytics, trends, or benchmarking data generated through the operation of the Services, provided that such information does not identify an individual or a specific cycling club.

Nothing in this Section limits BiciClub's rights to collect, use, disclose, retain, or otherwise process personal information in accordance with the Privacy Policy.

VI. Ride Information

The Services may provide access to ride descriptions, routes, maps, ride categories, participant lists, waitlists, comments, notices, weather information, emergency contact information, ride attendance, and other information relating to cycling activities. Such information is provided to assist cycling clubs with administering their activities and facilitating communication among their members.

Information available through the Services is generally provided by cycling clubs, club administrators, ride leaders, members, or third-party service providers.

Although BiciClub strives to provide reliable Services, it does not represent or warrant that any ride information, participant information, route information, mapping information, weather information, or other content available through the Services is complete, accurate, current, or suitable for any particular purpose. Ride details, routes, weather conditions, participant lists, and other information may change without notice.

You remain solely responsible for determining whether it is appropriate and safe for you to participate in any ride or activity and for independently evaluating all relevant circumstances before doing so.

BiciClub does not routinely review, verify, or approve information maintained by cycling clubs and is entitled to rely upon cycling clubs to administer their own information and activities appropriately.

VII. Waitlists, Ride Registration and Attendance

The Services may include features allowing users to register for rides, withdraw from rides, join waitlists, receive notifications regarding ride availability, and record ride attendance. Ride capacities, registrations, waitlists, and attendance records are administrative tools intended to assist cycling clubs with managing participation in their activities.

Cycling clubs remain solely responsible for determining participant eligibility, ride capacities, waitlist policies, attendance requirements, and any decisions relating to participation in a ride or event.

BiciClub does not guarantee that a place on a waitlist will become available, that a registered participant will attend a ride, or that any ride or event will proceed as scheduled.

VIII. Optional Ride Check-In

The Services may include an optional Ride Check-In feature. If you choose to use this feature, the mobile application may request permission to access your device's current location while the application is in use.

When enabled, the Ride Check-In feature performs a one-time verification of your device's location to determine whether you are within a reasonable proximity of the designated ride start location before permitting ride check-in.

Ride Check-In is intended solely to assist cycling clubs with attendance administration. The Ride Check-In feature is not intended to monitor participant safety, verify completion of a ride, provide emergency response services, or continuously monitor your location.

Use of location-based features remains subject to the BiciClub Privacy Policy.

IX. Weather, Mapping and Third-Party Information

The Services may display weather forecasts, mapping information, routes, navigation information, or other information obtained from third-party providers. Such information is provided solely as a convenience to users and cycling clubs.

BiciClub does not control third-party information and does not guarantee its availability, accuracy, completeness, timeliness, or suitability.

Weather conditions, road conditions, routes, and other circumstances may change rapidly. You remain solely responsible for assessing actual conditions before and during participation in any ride or activity.

References to third-party products or services do not constitute an endorsement or recommendation by BiciClub.

X. User Content

The Services may permit users to post messages, comments, announcements, photographs, routes, ride descriptions, event information, and other content ("User Content").

You remain solely responsible for the User Content that you submit through the Services.

By submitting User Content, you represent and warrant that:

• you own or have the necessary rights to submit the content;
• the content does not infringe the rights of any other person;
• the content complies with these Terms and applicable laws; and
• the content is not unlawful, abusive, defamatory, misleading, or otherwise objectionable.

You grant BiciClub a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, display, transmit, and otherwise use User Content solely for the purpose of operating, maintaining, securing, improving, and supporting the Services.

BiciClub reserves the right, but not the obligation, to remove or restrict User Content that it reasonably believes violates these Terms or may expose BiciClub, cycling clubs, or other users to harm or legal liability.

XI. User Responsibilities

As a condition of using the Services, you agree to:

• provide accurate and current information;
• comply with these Terms and all applicable laws;
• comply with the policies and participation requirements established by the cycling clubs of which you are a member;
• maintain the confidentiality of your account credentials;
• use the Services responsibly and only for their intended purpose;
• respect other users of the Services; and
• promptly notify BiciClub if you become aware of unauthorized access to your account or any security issue affecting the Services.

You agree that you will not:

• use the Services for any unlawful or fraudulent purpose;
• impersonate another individual or organization;
• interfere with the operation, security, or integrity of the Services;
• attempt to gain unauthorized access to any account, system, or data;
• upload malicious software or code;
• collect or use another user's personal information without authorization;
• transmit unsolicited communications or spam through the Services; or
• use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with another person's use of the Services.

BiciClub may investigate suspected violations of these Terms and may suspend or terminate access to the Services in accordance with Section XXIII.

XII. Assumption of Risk

BiciClub provides software that assists cycling clubs with the administration of their organizations and activities. Participation in cycling rides, events, and related activities is entirely voluntary.

You acknowledge that cycling and related sporting activities involve inherent risks that cannot be eliminated, regardless of the care taken by participants, cycling clubs, ride leaders, or others.

These risks include, without limitation:

• collisions with motor vehicles, cyclists, pedestrians, or other persons;
• road, trail, or surface hazards;
• changing weather and environmental conditions;
• mechanical or equipment failure;
• physical exertion, fatigue, dehydration, illness, or medical emergencies;
• the acts or omissions of other participants or third parties;
• property damage;
• serious bodily injury;
• permanent disability; and
• death.

By participating in any ride, event, or activity accessed, organized, or administered through the Services, you voluntarily assume all risks associated with that participation, whether known or unknown.

You are solely responsible for determining whether you are physically capable of participating, ensuring your bicycle and equipment are properly maintained, complying with applicable laws, and exercising reasonable judgment before and during any ride.

XIII. BiciClub's Role

BiciClub provides software and administrative tools only. BiciClub does not:

• organize or operate cycling rides or events;
• determine who may participate in any ride or activity;
• supervise ride leaders or participants;
• inspect or approve routes;
• monitor road, trail, traffic, or weather conditions;
• inspect bicycles or equipment;
• verify the qualifications, experience, or fitness of participants or ride leaders;
• provide coaching, medical advice, or emergency response services; or
• guarantee the safety or suitability of any ride or activity.

Cycling clubs remain solely responsible for the administration and operation of their organizations, including their memberships, communications, rides, events, registrations, ride leaders, volunteers, and all decisions made in connection with their activities.

Club administrators and ride leaders act on behalf of their respective cycling clubs and not on behalf of BiciClub.

XIV. Release of Liability

Your use of the Services, and your participation in any cycling ride, event, or activity facilitated through the Services, is entirely at your own risk.

To the fullest extent permitted by applicable law, you release and discharge BiciClub, I2CS Inc., and their respective officers, directors, employees, consultants, contractors, affiliates, licensors, successors, assigns, and agents from claims, demands, actions, damages, liabilities, losses, costs, and expenses arising out of or relating to:

• your use of the Services;
• your participation in any cycling ride, event, or activity;
• information provided through the Services;
• the acts or omissions of any cycling club, club administrator, ride leader, participant, volunteer, or other user;
• route information, mapping information, weather information, or other third-party information made available through the Services; or
• decisions made by you or by a cycling club in connection with the Services.

Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited.

XV. Limitation of Liability

To the fullest extent permitted by applicable law, BiciClub will not be liable for any indirect, incidental, consequential, exemplary, special, or punitive damages, including loss of profits, revenue, business opportunities, goodwill, data, or other economic loss arising out of or relating to the Services.

Without limiting the foregoing, BiciClub is not responsible for personal injury, death, property damage, theft, or loss arising from participation in cycling activities or from the acts or omissions of any cycling club, ride leader, participant, volunteer, or third party.

Where applicable law permits the limitation of liability, BiciClub's aggregate liability arising out of or relating to the Services will not exceed the greater of: (a) the total amount paid by you to BiciClub during the twelve (12) months immediately preceding the event giving rise to the claim; or (b) CAD $100.

These limitations apply regardless of the legal theory on which a claim is based.

XVI. Indemnification

You agree to indemnify, defend, and hold harmless BiciClub, I2CS Inc., and their respective officers, directors, employees, consultants, contractors, affiliates, licensors, successors, assigns, and agents from and against any claims, actions, liabilities, damages, judgments, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• your use of the Services;
• your participation in cycling activities;
• your breach of these Terms;
• your violation of applicable law or the rights of another person; or
• any content or information you submit through the Services.

This Section survives the termination of these Terms.

XVII. Ownership of the Services

BiciClub and its licensors retain all right, title, and interest in and to the Services, including the software, technology, databases, user interfaces, text, graphics, logos, trademarks, service marks, documentation, reports, analytics, and all related intellectual property rights.

Except for the limited licence granted under these Terms, nothing in these Terms transfers any ownership rights in the Services or any associated intellectual property.

The BiciClub name, logo, branding, and related trademarks are the property of I2CS Inc. or its licensors and may not be used without prior written consent.

XVIII. Privacy

Our collection, use, disclosure, retention, and protection of personal information is governed by the BiciClub Privacy Policy, which forms an important part of your use of the Services. By using the Services, you acknowledge that you have read the Privacy Policy.

XIX. Third-Party Services

The Services may incorporate or interact with third-party products and services, including mapping providers, weather providers, payment processors, cloud hosting providers, analytics providers, communication services, mobile operating systems, and other technologies.

Third-party products and services are governed by the terms and privacy policies of their respective providers.

BiciClub does not control and is not responsible for the availability, accuracy, security, performance, or practices of third-party products or services.

XX. Availability of the Services

BiciClub strives to provide reliable access to the Services. However, the Services may not always be available, uninterrupted, secure, or error-free.

Access to the Services may occasionally be affected by maintenance, updates, technical issues, or circumstances beyond BiciClub's reasonable control.

XXI. Continuous Improvement of the Services

BiciClub continually develops and improves the Services.

We may add, modify, enhance, replace, or discontinue features from time to time to improve functionality, security, performance, reliability, or the overall user experience.

Nothing in these Terms requires BiciClub to maintain any particular feature or functionality.

XXII. Feedback

BiciClub welcomes suggestions, comments, ideas, feature requests, and other feedback regarding the Services.

Unless otherwise agreed in writing, any feedback you provide may be used by BiciClub without restriction or compensation to you.

XXIII. Suspension and Termination

BiciClub may suspend, restrict, or terminate your access to all or any part of the Services at any time, with or without notice, for any reason or no reason.

You may stop using the Services at any time.

Termination of your access to the Services does not affect any rights or obligations that accrued prior to termination.

Any provisions of these Terms that by their nature should survive termination, including those relating to intellectual property, privacy, releases, limitation of liability, indemnification, governing law, dispute resolution, and any accrued rights or obligations, will continue in effect.

XXIV. Disclaimer of Warranties

The Services are provided on an "as is" and "as available" basis.

To the fullest extent permitted by applicable law, BiciClub disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, or uninterrupted availability.

BiciClub does not warrant that the Services will meet your requirements or that any errors or interruptions will be corrected.

XXV. General Provisions

These Terms constitute the entire agreement between you and BiciClub regarding your use of the Services and supersede any prior agreements relating to their subject matter.

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.

A failure by BiciClub to enforce any provision of these Terms does not constitute a waiver of that provision or of any other provision.

BiciClub may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of assets, or other business transaction. You may not assign your rights or obligations under these Terms without BiciClub's prior written consent.

BiciClub is not responsible for any delay or failure to perform its obligations where such delay or failure results from events beyond its reasonable control.

XXVI. Changes to these Terms

BiciClub may amend these Terms from time to time. Updated Terms will be posted through the Services and will become effective upon posting or on the effective date identified in the updated Terms.

Your continued use of the Services after the updated Terms become effective constitutes your acceptance of those changes.

XXVII. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

You agree that any legal proceeding arising out of or relating to these Terms or the Services shall be brought exclusively before the courts of the Province of Ontario, and you irrevocably submit to the jurisdiction of those courts.

XXVIII. Contact Information

Questions regarding these Terms or the Services may be directed to: