Terms of Services
- 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.
(a) Account Information. As part of creating a User Account or requesting or, having done so, using or requesting any Services, you will provide us with accurate, current and complete information about you and the Services as may be prompted by any registration forms or prompts through the Service, as well as any other information you provide to us (collectively, “Account Information”). You agree to maintain and promptly update your Account Information from time to time, to keep it accurate, current and complete at all times. (b) Confirmation. USERS ARE, AND COMPANY IS NOT, RESPONSIBLE FOR THE VERACITY AND RELIABILITY OF ALL ACCOUNT INFORMATION, INCLUDING INFORMATION YOU MAY LEARN ABOUT OTHER USERS THROUGH THE SERVICES. If we deem it necessary in our sole discretion, we may independently verify or ask you for proof of any Account Information. If you are unable to provide proof, we reserve the right, at our sole discretion, to halt your registration or terminate your User Account, or suspend or limit your access to any Services. We do not have the obligation to do the foregoing, and do not assume responsibility for a failure to verify or confirm any Account Information. (c) Requirements. By creating or using a User Account, you signify that you are of the age of majority: you may not use the Services if you do not meet those conditions. You may register on behalf of a corporate entity; however, you acknowledge and agree that by registering for a User Account in such a capacity, you are authorized to enter into this Agreement on behalf of, and bind that entity to, this Agreement.
- 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
(a) request, offer, negotiate, or complete any services that (i) would violate, or lead to the violation of, any applicable local, provincial, territorial, national or international law or regulation,(ii) encourage or facilitate illegal activity, pornographic or obscene services including sexual and escort services, offers and solicitations of prostitution, brothels, or illegal grow operations, or (iii) you have no legal right to request or perform, (b) alter, modify, copy, distribute, frame, reproduce, republish, download, display, post, transmit, or sell in any form or by any means, in whole or in part, the Application, Service, or Service Content except as strictly contemplated in connection with the Permitted Purpose, (c) except to the extent required to be permitted by the law of your jurisdiction (but in such case, only upon written notice to us), reverse engineer, decompile, or disassemble, translate or otherwise attempt to extract the source code from the Services, the Application, the Service Content, or any part thereof, (d) make the Application, Service or Service Content available to anyone, or permit anyone to access same, nor license, sublicense, sell, resell, publish, republish, transfer, assign, distribute, rent, lease, time-share, copy or otherwise commercially exploit the Services or Application in any way except in furtherance of your permitted use in accordance with this Agreement, (e) republish any Service Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, without our prior written permission or the permission of the particular Content owner, as the case may be, (f) use any data mining, robot or similar data gathering or extraction methods with respect to any Services, Application or Service Content, (g) register for more than one User Account, register for a User Account on behalf of an individual other than yourself, or register for a User Account on behalf of any group or non-individual entity (except if you are duly authorized to do so by such group or entity), (h) impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity, in your Account Information, User Account or otherwise, or use or attempt to use another User’s User Account or the Services without express authorization from us or the applicable User, (i) upload, post, transmit, share or otherwise make available on the Service any User Content that (i) consists of any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation not expressly related to Professional Services, (ii) contains any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Insurance Numbers, US Social Security numbers, credit card numbers, financial information and other personally identifying or private information, unless that third party has consented to such use of its private information, (iii) is harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, politically, or otherwise objectionable, including any activity that in our sole discretion is detrimental to protected grounds under applicable human rights legislation, (iv) contains software viruses, malware, phishing links, 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, collect personal information or carry out computer frauds or impersonations, or (v) would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, (j) disable or circumvent any access control or related process or procedure established with respect to the Services or Application, or attempt to gain unauthorized access to the Services, Application or Service Content, or remove any copyright or other proprietary notices on or in the Service Content or any part thereof, (k) intentionally or unintentionally violate any applicable local, state, national or international law, including any regulations thereto, or any court order or lawful order of any governmental authority, (l) access the Application, Services or any Service Content in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Application, Services or Service Content, (m) utilize the Service in any way except as expressly permitted by this Agreement, including by developing or using any software tool or other application that interfaces with the Services or the Service Content except for standard web browsers through permitted access mechanisms on Company sites and the unmodified Application, or (n) interfere with or disrupt the Services or Service Content (including the servers, networks or technology connected to the Service).
- 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.
(a) No Responsibility for Others’ Content. WE ARE NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR YOUR USER CONTENT, ANY OTHER USER’S USER CONTENT, OR THIRD-PARTY CONTENT, WHETHER OR NOT AVAILABLE THROUGH THE SERVICES, THE APPLICATION OR OTHER USERS. Although we provide this Agreement and other policies and rules for User conduct, we do not control and are not responsible for our Users’ actions and are not responsible for any Content you may encounter on the Services or through the Application. We are not responsible for the conduct, whether online or offline, of any User. Notwithstanding anything else in this Agreement, we have no responsibility to monitor any User Content or Third-Party Content. (b) Availability. The Service may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User Content. We are not responsible for any problems or technical malfunction, including, without limitation, any problem or malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or persons, traffic congestion on the Internet or at any site or application, or combination thereof. (c) At Your Own Risk. The use of the Services is entirely at your own risk. We make no guarantee regarding the provision of the Services, the acceptance of any requests for the provision of Services, or the availability, workmanship, timeliness, integrity, ability or skill of the Services. (d) AS IS; AS AVAILABLE. THE SERVICE AND THE SERVICE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND THE CHARLIAI GROUP DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE OR MAKE ANY WARRANTY AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS, OR QUALITY OF ANY PROFESSIONAL SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICE CONTENT, INCLUDING THE SERVICES OR THE APPLICATION.
- Limitation on Liability. Notwithstanding anything to the contrary in this Agreement, except Section 16(d) below,
(a) This section applies to all Users. YOU AGREE THAT ANY CLAIM BY YOU UNDER THIS AGREEMENT AGAINST THE CHARLIAI GROUP MUST BE BROUGHT WITHIN ONE YEAR OF THE ACT GIVING RISE TO THE CLAIM. (b) This section applies to all Users. IN NO EVENT WILL THE CHARLIAI GROUP OR THEIR RESPECTIVE DIRECTORS, PARTNERS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, AND WHETHER DIRECT OR INDIRECT, FOR ANY LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST DATA, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM YOUR USE OF THE SERVICE, THE SERVICE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICE (INCLUDING ALL THIRD PARTY CONTENT AND THIRD PARTY SITES), EVEN IF THE CHARLIAI GROUP IS AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (c) YOU ACKNOWLEDGE THAT THE SERVICE IS PROVIDED ON AN ENTIRELY AT-YOUR-OWN-RISK BASIS, AND THUS A COMPLETE LIMIT OF LIABILITY IS APPROPRIATE. AS SUCH, YOU ACKNOWLEDGE THAT, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE CHARLIAI GROUP, REGARDLESS OF THE CAUSE OF ACTION, INCLUDING FOR ALL DAMAGES WHETHER INDIRECT OR DIRECT, AND WHETHER KNOWN OR KNOWABLE TO US OR WHETHER WE HAVE KNOWLEDGE OF OR HAVE BEEN ADVISED OF THE LIKELIHOOD THEREFOR. IF FOR ANY REASON THE FOREGOING IS NOT EFFECTIVE AND THE CHARLIAI COMPANIES ARE FOUND LIABLE DUE TO ANY INAPPLICABILITY OF THE FOREGOING, IN NO CASE WILL THE CHARLIAI GROUP’S AGGREGATE LIABILITY TO YOU EXCEED THE TOTAL AMOUNT YOU HAVE PAID TO US DURING THE PRIOR SIX-MONTH PERIOD. (d) Certain jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights but only to the extent of such exclusion by applicable law. Nothing in this agreement is intended to exclude or limit any condition, warranty, right or liability that may not be lawfully excluded or limited, but instead the intent is that these disclaimers, limitations and exclusions will apply to the fullest extent permitted by applicable law.
- 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.
24. English Language. The parties have requested and agree that this Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.