Last updated: 22 August, 2019
These Terms of Service (this “Agreement”) set forth the terms and conditions that apply to your access and use of CTO.ai’s services (the “Services”) made available through the internet website located at http://cto.ai, the CTO.ai Ops Platform available for download and use thereon and any other software and systems of CTO.ai that are used in the provision of the Services (collectively, the “Site”), each owned and operated by Hack Capital Ventures Inc. d.b.a. CTO.ai (“CTO.ai”, “we”, “our” or “us”).
BY ACCESSING OR USING THE SITE OR SERVICES OR ANY SOFTWARE, APPLICATIONS OR CODE MADE AVAILABLE ON THE SITE YOU ARE INDICATING YOUR ACCEPTANCE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SITE OR THE SERVICES. IF YOU ARE DISSATISFIED WITH THIS AGREEMENT OR ANY RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE SITE OR SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND SERVICES.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
- Ability to Enter into this Agreement
In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence, and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you. If you accept this Agreement, you represent that you have the capacity to be bound by it.
- Intellectual Property Rights
- All material available on the Site and all material and services provided by or through CTO.ai, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and “look and feel”, layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws.
- Subject to your compliance with all of the terms and conditions of this Agreement, during the term of this Agreement, CTO.ai grants to you a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Materials that we make available to you.
- You agree that you will not, and will not allow any third party to: (a) except as expressly permitted by CTO.ai, copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Materials or the Site; (b) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality in the Materials or the Site; (c) use the Materials or the Site to access, copy or transfer content in violation of any applicable laws or third party rights; or (d) remove, obscure or alter CTO.ai’s or any third party’s copyright notices, trademarks or other proprietary rights notices affixed to or contained within the Materials or the Site.
- If CTO.ai, in its sole discretion and without notice, considers that there is an immediate security or operational risk to the Services or any of its, your or a third party system, then CTO.ai may immediately suspend access to or use of the Services. The suspension of use and access is not a breach of this Agreement. You acknowledge that the preservation of security, confidentiality and data is paramount. CTO.ai has no liability to you for suspending the Services under this provision.
- This section does not apply to Content (as defined below); however you agree that any ideas, suggestions, concepts, processes or techniques which you provide to CTO.ai related to the Services, the Site or CTO.ai or its business (“Feedback”) are and will be CTO.ai’s exclusive property without any compensation or other consideration payable to you by CTO.ai, and you do so of your own free will and volition. CTO.ai may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative CTO.ai may decide into the Site, the Services, its software, documentation, business or other products or services, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to CTO.ai in any Feedback and, as applicable, waive any moral rights.
- CTO.ai retains the right to use or share any Aggregated Data generated by anyone using the Site or the Services, including our users, for the purpose of enhancing and providing the Services. “Aggregated Data” means data that does not contain personal information and which has been manipulated or combined to provide generalized, anonymous information. You are solely responsible for any and all personal information that is part of any Content.
- Your Profile Information and Account
- If you sign up for a CTO.ai account (“Account”), you agree that CTO.ai is providing you with one user identification reference that you will use to create a username, password and/or token (together, the “User ID”) to the extent, and only to the extent, necessary to access and use the Site and Services in accordance with this Agreement. You agree and understand that you are responsible for maintaining the confidentiality of your User ID. That User ID, together with any or other user information you provide, including but not limited to your corporate name (if applicable), first and last name, phone number email address, will form your “Profile Information” and allow you to access your Account. You will provide true, accurate, current and complete information about yourself, and you agree not to misrepresent your Profile Information. You represent and warrant to CTO.ai that you have not misrepresented any Profile Information. You are responsible for any Profile Information that may be lost or unrecoverable through the use of the Site or Services.
- CTO.ai offers the ability for companies, organizations and other entities to establish workspaces under which their employees, contractors and other members can collaborate and share Content with one another (each a “Workspace”). You may, at any time, link your Account to one or more Workspace(s) and elect to share certain Content with the Workspace(s). By linking your Account to a Workspace, you acknowledge that your Content shared with the Workspace will be made available to all other users with Accounts linked to that Workspace (“Your Workspace Members”).
- Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your User ID to any third party. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying CTO.ai immediately. It is your responsibility to update or change your Account or Profile Information, as appropriate.
- 3.4 In the case of any newsletter or other marketing initiatives, you can withdraw your consent to receiving those communications and unsubscribe to any CTO.ai subscriptions at any time by clicking “Unsubscribe” at the bottom of such communication or by contacting [email protected] Doing so may have a material impact on our ability to provide any Services to you, and we are not responsible if you do so.
- Fees and Renewals
- Certain Services are only made available for paid Accounts (each a “Paid Account”). Fees for a Paid Account will be disclosed to you at the time you subscribe for such Paid Account through the online order form made available on the Site (the “Order Form”). Unless otherwise agreed to in the Order Form, fees for a Paid Account will be billed in advance for each year and are non-refundable. There will be no refunds or credits for partial months of service or for periods in which your Paid Account remains open but you do not use the Services.
- We reserve the right to modify our billing rates at any time upon 30 days written notice by posting such fee changes to the Site or through email notification to you. You will be liable to pay such modified billing rates.
- Certain software applications (each an “Op”) may be made available to you through the Site for a fee or at no charge. You agree that you are solely responsible for paying all fees associated with purchases made on the Site using your Account.
- Uploading Ops
- The Site and Services may permit you to upload Ops you have developed and share them with other users of the Site. At the time you upload an Op, you must designate the Op as either “private” or “public”. If you designate the Op as “private”, it will only be made available for use by you and Your Workspace Members. If you designate the Op as “public”, you acknowledge and agree that CTO.ai will make the Op available for use by all users of the Site under an MIT license or such other open source license designated by CTO.ai.
- You hereby grant to CTO.ai a perpetual, worldwide, non-exclusive, royalty-free license, with the right to sublicense, to use, reproduce, process, host and display the Op through the Site and Services, solely for the purposes of making the Op available for use by other users of the Site as described in Section 5.1.
- By uploading an Op to the Site, you represent and warrant to CTO.ai that: (a) you have sufficient right, title and interest in and to the Op to grant and convey the rights accorded to CTO.ai as described in Sections 5.1 and 5.2; (b) the Op or CTO.ai’s use thereof will not infringe any third party intellectual property rights; and (c) the Op does not and will not contain any software viruses, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
- CTO.ai may, but has no obligation to, scan or review your Ops at any time to check for potential security vulnerabilities and other issues. CTO.ai may request that you immediately remedy any issue CTO.ai discovers in your Ops and retains the right to remove your Ops at any time without notice for any valid business or technical reasons, including without limitation if security vulnerabilities are identified in your Ops.
- Downloading and Using Ops
- By downloading or otherwise using an Op, you agree that: (a) your download, installation and use of the Op may be subject to your acceptance of an end user license agreement, in the form made available to you at the time of download or first use of the Op; (b) you will comply with all laws applicable to your download, installation and/or use of such Op; and (c) you will not use such Op in a way that interferes or disrupts the Site or CTO.ai’s or any third party’s systems.
- Certain Ops (“Third-Party Ops”) made available on the Site may be offered by other users of the Site or other third parties (“Third-Party Providers”).
- You acknowledge and agree that your download, installation and use of a Third-Party Op may be subject to a separate agreement between you and the applicable Third-Party Provider, and that CTO.ai will not be a party to such separate agreement between you and the Third-Party Provider. The Third-Party Provider of a Third-Party Op, and not CTO.ai, is solely responsible for that Third-Party Op, its contents and any claims that you or any other party may have relating to that Third-Party Op or its contents. CTO.ai does not endorse and is not responsible for the accuracy, availability, functionality, usefulness, or intellectual property rights of or relating to any Third-Party Ops. Notwithstanding the foregoing, CTO.ai and its affiliates are third party beneficiaries of the agreement between you and the Third-Party Provider for each Third-Party Op, and you acknowledge and agree that CTO.ai and its affiliates will have the right to enforce such agreement against you as a third party beneficiary thereof.
- By subscribing to or purchasing a Third-Party Op, you grant CTO.ai permission to share your Content and certain of your user information with the applicable Third-Party Provider as necessary in order to provide you the Third-Party Op.
- From time to time, CTO.ai may determine that an Op available for download on the Site is in violation with the terms of an agreement entered into between CTO.ai and a Third-Party Provider or applicable laws. CTO.ai retains the right, in its sole discretion, to require that any such violating Op be removed from any computer, system or other equipment under your control and you agree to promptly comply with such demand.
- Term and Renewal
- Subject to your payment of applicable fees for a Paid Account, we will provide the Services to you for the period of time that you have paid for such Services (the “Subscription Period”).
- At the end of the Subscription Period, your Paid Account subscription will automatically renew for an additional Subscription Period until explicitly cancelled by you as described in the “Cancellation and Termination” section below.
- If you purchase any fee-based Services, you agree that CTO.ai, or our third party service providers, may store your credit or charge card information. You expressly agree that we are authorized to charge you (a) a fee for any applicable Services for which you have subscribed, billed on a basis of the Subscription Period, (b) any other fees for Services you may purchase, (c) any charges for use of the Services in excess of the usage or other limits placed on your use of the Services (and you hereby consent to such charges and agree we are not required to notify you of any such charge in advance) and (d) any applicable taxes in connection with your use of the Services to the credit or charge card you provide and to reimburse us for all collection costs and interest for any overdue amounts. If the credit or charge card you provide expires and you do not provide new credit or charge card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected fees.
- Trial Program
From time to time and at our sole discretion, we may offer free or discounted pricing for you to evaluate the use of the current Services that are generally available to customers for a limited period of time (the “Trial Program”). If you register for a Trial Program, you must decide to purchase the Services within the term of the Trial Program specified by us (the “Trial Period”) in order to continue to use the Services or retain any Content that you have posted or uploaded during the Trial Period. If you do not purchase the Services by the end of the Trial Period, the Services will be unavailable to you, although your Content will continue to be available to you. Once the Trial Period has expired, you agree that our normal billing rates will apply. You agree to comply with any additional terms, restrictions or limitations (including limitations on the total amount of usage) we impose in connection with any Trial Program. You may not sign-up for multiple Accounts in order to receive additional benefits under any Trial Programs. We may terminate or suspend any Trial Program at any time without notice or liability and in our sole discretion. We reserve the right to charge or charge more for any Service or product offered through any Trial Program.
You take full responsibility for all taxes and fees of any nature associated with the Services and your purchases made on the Site, including any sales tax related to any purchase or sale of services or goods under this Agreement. When purchasing or selling services or goods under this Agreement, it is your responsibility to determine whether or not sales taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority. Any tools provided on the Site, including as Materials or in connection with the Services, indicating estimated taxes due are for illustration purposes only. You take full responsibility for all taxes and fees of any nature associated with the Services, including any sales tax related to the purchase or sale of services or goods under this Agreement.
- Submission of Content
- The Site and the Services available thereon enable you to provide or upload content, including but not limited to messages, materials, data, text, music, sound, photos, videos, graphics, applications, code and other information or content (collectively, “Content”), to CTO.ai for the purpose of providing the Services. You acknowledge and agree that you are solely responsible for all Content you submit, provide or upload and the consequences for submitting, providing or uploading it.
- CTO.ai will use Content you upload solely in connection with providing the Services to you, Your Workspace Members and such other users you permit CTO.ai to disclose such Content to, and for no other reason. You agree that by uploading, or otherwise providing any Content on or through the Site and/or the Services, you grant to CTO.ai a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, process and display, all or any portion of such Content, solely in connection with providing the Services to you, Your Workspace Members and such other users you permit CTO.ai to disclose such Content to. This license includes the right to host, index, cache or otherwise format your Content in order to provide the Services.
- You represent and warrant that you own your Content or have the necessary licenses, rights, consents and permissions to grant the license set forth in Section 10.2 and that its provision to CTO.ai or CTO.ai’s use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity.
- You agree that CTO.ai is not responsible for any violations of any third party intellectual property rights in any Content that you submit to CTO.ai. You agree to pay all royalties, fees and any other monies owing to any person by reason of the Content uploaded, displayed or otherwise provided by you to the Site.
- Acceptable Use and Conduct:
You agree that you will not publish or make available any Content that, or use the Site or Services in a manner that:
- infringes, violates or misappropriates any third party’s intellectual property or proprietary rights;
- contains software viruses, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
- is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy;
- is harmful to minors in any way;
- is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by CTO.ai;
- impersonates a CTO.ai employee, or any other person, or falsely states or otherwise misrepresents your affiliation with any person or entity, or to obtain access to the Site or Services or a portion thereof without proper authorization;
- interferes or attempts to interfere with the proper working of the Site or Services or prevents others from using the Site or Services, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Site, or that otherwise negatively affects other persons’ ability to use the Site or Services;
- uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Site or Services or the content contained therein;
- facilitates the unlawful distribution of copyrighted Content;
- except as expressly permitted by CTO.ai, licenses, sublicenses, rents or leases the Services to third parties, or uses the Services for third party training, commercial time-sharing or service bureau use;
- includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Site or Services to users;
- constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests;
- stalks or otherwise harasses anyone on the Site or using the Services or with information obtained from the Site or Services;
- collects, uses or discloses data, including personal information, about users without their informed consent or for unlawful purposes or in violation of applicable law or regulations;
- requests, solicits or otherwise obtains access to usernames, passwords or other authentication credentials from any user of the Site or Services for the purposes of automating logins to the Site;
- attempts to gain unauthorized access to the computer systems of CTO.ai or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site, Services or any third party’s systems;
- posts adult or pornographic Content;
- decompiles or reverse engineers or attempts to access the source code of the software underlying the Site, the Services or any other CTO.ai technology;
- copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Site or Services;
- accesses the Site or Services for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Site or Services;
- accesses the Site or Services for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or
- accesses the Site to upload any Content or computer code for the purposes of: (i) causing a breach or override of security to the Site or Services; (ii) interfering with the proper working, functionality or performance of the Site or Services; or (iii) preventing others from accessing or using the Site or Services.
- Repeat Infringer Policy
In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, CTO.ai has adopted a policy of terminating, in appropriate circumstances and at CTO.ai’s sole discretion, subscribers or Account holders who are deemed to be repeat infringers. CTO.ai may also limit access to Services and/or terminate the Accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
- Copyright Complaint
If you believe that any work on the Site or Services infringes upon any copyright which you own or control you may file a notification of such infringement with CTO.ai’s Designated Agent as set forth below, and provide the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Site or Services that you claim is infringing; (4) your address, telephone number and email address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Name of Agent Designated to Receive Notification of Claimed Infringement:
Legal - Copyright Claim
Full Address of Designated Agent to Which Notification Should be Sent:
Suite 400 - 322 Water St, Vancouver BC, V6B 1B6
Email Address of Designated Agent: [email protected]
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by CTO.ai or the alleged infringer as the result of CTO.ai relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
- Disclaimer of Warranties
- OUR USE OF THE SITE OR SERVICES AND ALL CONTENT AND OPS FORMING PART OF OR RELATED TO THE SITE OR SERVICES, INCLUDING ANY CONTENT AND OPS YOU UPLOAD OR SUBMIT AND ANY THIRD PARTY OPS OR THIRD PARTY SOFTWARE OR CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CTO.AI EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE OR SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT.
- CTO.AI DISCLAIMS ANY WARRANTY THAT THE SITE, THE SERVICES OR ANY CONTENT OR OPS, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY OPS AND THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT FROM TIME TO TIME CTO.AI MAY REMOVE THE SITE OR CEASE PROVIDING THE SERVICES FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU. YOUR ACCESS AND USE OF THE SITE AND THE SERVICES MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITE OR SERVICES OR OTHER ACTIONS THAT CTO.AI, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE. CTO.AI MAKES NO GUARANTEE REGARDING: (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON THE SITE OR SERVICES; OR (B) THE COMPATIBILITY OF ANY SOFTWARE, HARDWARE OR CONTENT WITH THE SITE OR SERVICES.
- CTO.AI IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY THIRD PARTY OPS, CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY CTO.AI, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY CTO.AI.
- YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR OPS AND CONTENT IS COMPATIBLE WITH THE SITE AND SERVICES. CTO.AI DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED USE OF YOUR OPS OR CONTENT BY THIRD PARTIES OR OTHER USERS OF THE SITE AND SERVICES AND IS NOT RESPONSIBLE FOR PROTECTING YOUR OPS OR CONTENT.
- 15.5 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- 15.6 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CTO.AI OR THROUGH OR FROM THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
- THE SITE AND SERVICES ARE OFFERED AND CONTROLLED BY CTO.AI FROM ITS FACILITIES IN CANADA. CTO.AI MAKES NO REPRESENTATIONS THAT THE SITE OR SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE OR SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
- Third Party Sites and Content
The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under CTO.ai’s control, and you acknowledge that CTO.ai is not responsible or liable for any third party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third party content or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by CTO.ai or any association with its operators. You further acknowledge and agree that CTO.ai will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party content, goods or services available on or through any such website or resource. Access and use of third party sites, including the information, material, products and services on third party sites or available through third party sites, is solely at your own risk.
- User Disagreements
You alone are responsible for your involvement and interactions with other users of the Service. CTO.ai reserves the right, but has no obligation, to monitor disagreements between you and other users. If you have a dispute with any other users of the Service, you irrevocably and forever release CTO.ai (and CTO.ai’s affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
- Exclusive Remedy and Limitation of Liability
- YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, WILL CTO.AI OR ITS OWNERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES (EVEN IF CTO.AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR YOUR INABILITY TO USE THE SITE OR SERVICES, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT. CTO.AI’S TOTAL AGGREGATE LIABILITY FROM ANY AND ALL CLAIMS UNDER THIS AGREEMENT IS LIMITED TO THE LESSER OF: (A) CDN$100; AND (B) THE TOTAL AMOUNTS YOU PAID TO CTO.AI IN THE 12 MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF LOSS OR DAMAGE. TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, CTO.AI’S LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION WILL BE LIMITED TO THE FURTHEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE HEREIN TO THE CONTRARY, CTO.AI WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF IN ANY WAY WITH RESPECT TO A TRIAL PROGRAM OR YOUR PROVISION OF AN INDIVIDUAL’S PERSONAL INFORMATION TO CTO.AI OR THROUGH THE SERVICES. YOU FURTHER AGREE THAT THE FOREGOING LIMITATIONS WILL APPLY WITH RESPECT TO THIRD PARTY LIABILITY OF ANY KIND.
- THE FOREGOING LIMITATIONS WILL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY CONTENT OR SERVICES PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN CTO.AI AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SITE OR RECEIVED BY YOU ON ANY THIRD PARTY SITES. YOU ALSO AGREE THAT CTO.AI WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE SITE.
- 18.3 CTO.ai will have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of any modification, suspension or discontinuance of the Site and/or the Services.
- Waiver of Jury Trial and Class Action Rights
WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THE SITE, THE SERVICES AND/OR THIS AGREEMENT: (A) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (B) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
- Limitation of Time
You agree that you will not bring a claim under or related to this Agreement more than 12 months from when your claim first arose.
You agree to indemnify, defend and hold harmless CTO.ai, and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives (together, the “Indemnified Parties”), from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) (collectively and individually, “Claims”) incurred by or made against the Indemnified Parties in connection with any Claims arising out of or relating to this Agreement, the Site or the Services, including but without limitation in relation to: (a) your use, non-use or misuse of, or connection to the Site, the Services, Ops and Content, including without limitation your Profile Information, any Third Party Ops and any third party Content forming part of the Site; (b) your violation or alleged violation of this Agreement; and (c) your violation of any rights, including intellectual property rights, of a third party and otherwise as set out herein. CTO.ai reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify CTO.ai and you agree to cooperate with CTO.ai’s defense of these Claims. You agree not to settle any matter without the prior written consent of CTO.ai. CTO.ai will use reasonable efforts to notify you of any such Claims upon becoming aware of it.
- Cancellation and Termination
- You may cancel your Account at any time through the interface provided as part of the Services or via CTO.ai’s support addresses. For Paid Accounts, any cancellation must be requested at least 30 days prior to the end of the term of your then-current Subscription Period. This is the only way to cancel your Account and you will not be provided with a refund, in whole or in part, of any pre-paid amount. Phone requests to cancel your Account will not be accepted.
- CTO.ai reserves the right at any time, and without cost, charge or liability, to terminate this Agreement at its sole discretion for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. CTO.ai reserves the right to modify, suspend or discontinue the Site and/or Services, or any portion thereof, at any time and for any reason, with or without notice.
- This Agreement has been made in and shall be construed and enforced in accordance with the laws of the jurisdiction of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
- Any dispute or claim arising out of or relating to this Agreement will be referred to and finally resolved by arbitration administered by the British Columbia International Commercial Arbitration Centre pursuant to its applicable Rules. The place of arbitration shall be Vancouver, British Columbia, Canada and the language of the arbitration shall be English. The number of arbitrators shall be one. Notwithstanding the foregoing, CTO.ai may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and you agree that this Agreement is specifically enforceable by CTO.ai through injunctive relief and other equitable remedies without proof of monetary damages.
- If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole will not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable will be stricken from this Agreement.
- You agree that if CTO.ai does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which CTO.ai has the benefit of under any applicable law), this will not be taken to be a formal waiver of CTO.ai’s rights and that those rights or remedies will still be available to CTO.ai.
- The following sections will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect: Sections 2, 4 through 6, 9, 10, 15 through 21 and 23.
- This Agreement is the entire agreement between us related to the subject matter in this Agreement. This Agreement replaces and supersedes any other prior or contemporaneous agreement, representation or discussion, oral or written, and may not be changed except in writing signed by us, regardless of whether or not the parties act under an unsigned “electronic” agreement or rely on such an unsigned agreement.
- Contacting CTO.ai
You may contact CTO.ai by email at [email protected] or by mail at Suite 400 - 322 Water St, Vancouver BC, V6B 1B6.