Terms of Service
- Amendments to Agreement. We reserve the right to change, modify, add, or delete portions of this Agreement in our sole discretion from time to time without further notice. If we do this, we will post the latest version of this Agreement on the Application in the same place that you are reading this (or from which we will link to the latest version), and we will indicate at the top of such page the date of the last update to this Agreement. Your continued use of the Services, which use includes your continuing to make available your User Content (defined below) through the Services or any use of the Application, after any such change, modification, addition or deletion constitutes your acceptance of the Agreement as then revised. If you do not agree to abide by this or any future version of the Agreement, do not use or access the Services or the Application. While we will use reasonable means to attempt to deliver you notice of material changes, it is your responsibility to regularly check this page to determine if there have been changes to this Agreement and to review such changes.
- Modifications to the Services or Application. We reserve the right at any time and from time to time to perform maintenance on, to add to, to remove from, to make upgrades and updates to, to suspend, and to modify the Services, including the Application, or any part thereof with or without notice. NOTWITHSTANDING ANY PROVISION HEREIN, YOU AGREE THAT WE WILL NOT BE LIABLE IN ANY MANNER TO YOU OR TO ANY THIRD PARTY FOR ANY SUCH MAINTENANCE, ADDITION, REMOVAL, UPGRADE, UPDATE, SUSPENSION OR MODIFICATION.
- Registration Data; Account Security. Users may register for Services through the Application by creating an account (each, a “User Account”). You are responsible for any and all use of your User Account, including any action that takes place using your User Account by any person or automated process, and as such you are responsible for maintaining the confidentiality and security of the password to your User Account, and immediately notifying us upon any unauthorized use of your password or your User Account.
- Fees. By creating a User Account, you agree to pay the fees detailed located at https://www.charli.ai/pricing (the “Fees”), as invoiced on a monthly or annual basis. You acknowledge and agree that the pricing and Fees are exclusive of any applicable taxes and may be updated or amended from time to time upon reasonable notice to you. Your continued use of the Services following such notice constitutes your acceptance of any new or increased charge or Fee. All Fees are due and payable in accordance with the payment instructions provided at https://www.charli.ai/pricing, and an invoice will be sent to you upon receipt of confirmation of successful payment. Failure to timely pay Fees, including failing to maintain accurate billing information, will be deemed a material breach of these Terms and we may, but are not obligated to, terminate or cancel your access to the Services, or any Service, in our sole discretion.
- Cancelling or Downgrading a Subscription. You may cancel or downgrade the subscription associated with your User Account at any time by contacting firstname.lastname@example.org. We will email you confirmation of cancellation or downgrade. No cancellation or downgrade is valid until you have received this email confirmation of cancellation or downgrade. Once cancelled or downgraded, your current subscription will cease at the end of the current billing cycle.
- Refund Policy. All monthly Fees are non-refundable. We will not provide refunds or credits for any partial monthly subscription periods or unused Services. As noted above, if you cancel your monthly subscription, you will not be refunded or credited any portion of your last paid Fees, however, you will be able to access your User Account until the end of the current billing cycle. If you cancel or downgrade an annual subscription, you will receive a refund based on the remaining term of the subscription and will be restricted to access to your User Account once your refund is processed.
- Our License to You. Provided that you are eligible for use of the Services, and that you agree to this Agreement, we hereby grant you a limited, personal, non-transferable, revocable (at any time with or without notice or cause) and non-exclusive right and license to access and use the Services, including the Application, solely for your individual use (that is, on your own behalf, and not in a manner that commercially exploits the Services) (the “Permitted Purpose”), subject to all of the terms and conditions of this Agreement and provided that you keep all copyright or other proprietary notices intact. You agree to respect all copyright and other legal notices, information, and restrictions contained in any Content (defined below) accessed through the Application. You further agree not to change, translate, or otherwise create any derivative works of the Services or the Application. You agree to adhere to any terms of any app store, mobile software platform, payment platform, or other third-party services provided in connection with your use of the Application. We reserve all rights in and to the Application not expressly granted to you under this Agreement and you only have a limited license to use it to access the Services in accordance with this Agreement.
- Content. In this Agreement, “Content” means all materials and content of any type, including, but not limited to, ratings, photos, graphics, images, designs, profiles, messages, information, notes, text, information (including Account Information and postings made or materials transmitted through the Application), music, sound, video, articles, and software.
- User Conduct (Things You Must Not Do). Any use of the Services, the Application or the Content other than as specifically authorized in this Agreement, without our prior written permission, is strictly prohibited. Without restricting that or anything else in this Agreement, you agree not to directly or indirectly
- Termination. You may terminate your User Account at any time by cancelling your User Account in accordance with Section 5 above. We reserve the right to terminate, suspend, or deactivate your User Account if we suspect or determine, in our sole discretion, that you have misused our Services, have used our Services to violate any law or have breached any term of this Agreement. We will attempt to give you notice of such deactivation, and you will immediately cease all use of our Services and any Service Content upon termination.
- Trademarks. Notwithstanding anything else in this Agreement, “CHARLIAI”, the CharliAI logo and design, and all other trade-marks, trade dress, graphics, logos, designs, page headers, button icons, scripts and service names used by the CharliAI Group on or in connection with the Services or Applications (collectively, the “Marks”) are registered trademarks, trademarks or trade dress of us or our licensors and all right, title and interest in and to the Marks, whether registered or not, are and shall remain vested in us or in our licensors, as applicable. The Marks may not be used, including as part of trademarks, trade names, trade dress or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission. Reference on the Services or through the Application to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply endorsement, sponsorship or recommendation thereof by, or any affiliation thereof with, the CharliAI Group.
- User-and-User Disputes and Release. To the extent that the Service allows you to interact with other Users, please note that the Service is only a venue for connecting Users: we are not involved in the actual contact between Users or in any dealings between them. Rather, you are solely responsible for your interactions with other Users. If you have a dispute with one or more Users, you must resolve it with them. YOU IRREVOCABLY RELEASE THE CHARLIAI GROUP (AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, INVESTORS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, DIRECT OR INDIRECT ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
- Limitation on Liability. Notwithstanding anything to the contrary in this Agreement, except Section 16(d) below,
- No Agency. You hereby acknowledge and agree that no employment, joint venture, partnership, or agency relationship exists between you and any of the CharliAI Group as a result of this Agreement or your use of our Services. We are solely independent contractors.
- Copyright, Intellectual Property and Content Complaints. If you believe that any Service Content infringes upon any copyright or other intellectual property right that you own or control, or if you otherwise object to any User Content that you find on the Service, you may send a written notification to our designated agent for copyright and other complaints: by e-mail to email@example.com, or by regular mail to the Attention of Copyright, IP, and Content Complaints, #490 – 1090 Homer Street, Vancouver, BC V6B 2W9, . The notification contain the following: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) if the complaint is about copyright or other intellectual property rights, identification of the copyrighted work or other intellectual property right claimed to have been infringed, or, if multiple infringements are covered by a single notification, a representative list of such infringements; (c) if the complaint is about objectionable content, the reasons for the objection; (d) identification of the material that you are objecting to and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (e) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (f) a statement that the information in the notification is accurate; and (g) an attestation to the foregoing and that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized under this Agreement or applicable law. We have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, members who are deemed to be repeat infringers of intellectual property or users or posters of objectionable content. We may also, at our sole discretion, limit access to the Services or terminate the User Account of any User who infringes any intellectual property rights of us or others, whether or not there is any repeat infringement, or otherwise uses or posts objectionable Service Content.
- Governing Law; Venue and Jurisdiction. We care about addressing your concerns in an informal and efficient manner. For any dispute you have with us regarding the Services or the Application, you may contact us and attempt in good faith to resolve the dispute informally by reporting the dispute to our customer service online at any time by emailing firstname.lastname@example.org. You agree that the laws of the Province of British Columbia, Canada, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. You hereby irrevocably attorn to the exclusive jurisdiction of the Courts of the City of Vancouver, British Columbia, in the Province of Ontario with respect to any dispute hereunder.
- No Class Actions. To the extent permitted by applicable law, you and CharliAI hereby agree and acknowledge that (a) we may only resolve disputes on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, purported class, consolidated, or representative action, and (b) to the extent permitted by applicable law, any dispute may not be combined or consolidated with a dispute involving any other person’s or entity’s product or claim. No amendment of this provision will affect Users who entered into the Agreement such amendment unless expressly acknowledged in writing by the relevant User.
- Indemnity. YOU ARE FULLY RESPONSIBLE FOR YOUR ACTIONS AND INTERACTIONS WITH OTHER USERS. You agree to release, indemnify and hold the CharliAI Group and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable legal and accounting fees, arising out of or in connection with (a) its use of your User Content, (b) your use of the Services or the Application that violates this Agreement, any law, or any right of any third party, and (c) any interactions, disputes or controversies that arise between you and other Users.
- Interpretation. Headings are for convenience only and shall not be used to interpret, or as a guide for interpretation of, this Agreement. The word “or” is not exclusive and the word “including”, or similar language, is not limiting (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto). A word importing the masculine gender includes the feminine and neuter, a word in the singular includes the plural, a word importing a corporate entity includes an individual, and vice versa and “person” will mean an individual, partnership, corporation (including a business trust), joint stock company, trust unincorporated association, joint venture, or other entity or a government or any agency, department or instrumentality thereof and vice versa.
- Other. This Agreement constitutes the entire agreement between you and us regarding the use of the Service, superseding any prior agreements between you and us relating to your use of the Services, the Application and all other Service Content. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, unlawful, void or unenforceable for any reason, that provision shall be deemed severable and the remainder of this Agreement shall continue in full force and effect. This Agreement shall ensure to the benefit of, and be binding upon, parties hereto and their respective heirs, executors, administrators, successors, and assigns.