Last Modified: 29 December 2023
This Terms of Service agreement ("Agreement") governs your ("you", "Customer", or "User") use of the services provided by Deepinfinity.ai ("Company"), including but not limited to the website ("Site"), web applications, and Microsoft Office add-ins (collectively referred to as the "Services"). By accessing or using the Services, you agree to be bound by this Agreement.
1.1 Eligibility. You must be at least 18 years old and have the legal capacity to enter into this Agreement. By using the Services, you represent and warrant that you meet these eligibility requirements.
1.2 License. The Company grants you a limited, non-exclusive, non-transferable, and revocable license to use the Services for your personal or internal business purposes, subject to compliance with this Agreement.
1.3 Subscription. Licenses for the Services are granted on a subscription basis and expire at the end of the applicable subscription period, unless renewed.
1.3.1 All subscriptions are automatically renewed unless cancelled by the Customer.
1.3.2 If a customer cancels a subscription, they will maintain access to the services until their currently paid subscription period has finished. No refunds will be provided for cancelled subscriptions.
1.4 Subscription Purchase on Behalf of Another. When a subscription is purchased on behalf of another individual ("End User"), the purchaser agrees to inform the End User of the Terms of Service and ensure their agreement to comply with them before using the Services.
1.4.1 The purchaser assumes full responsibility for the End User's compliance with these Terms of Service.
1.4.2 Any breach of these Terms of Service by the End User shall be considered a breach by the purchaser.
1.5 Restrictions. Except as expressly permitted in this Agreement or by applicable law, you must not:
1.5.1 Copy, modify, reverse engineer, decompile, or disassemble any part of the Services, or attempt to do so.
1.5.2 Install or use any third-party software or technology in any way that would subject the Company's intellectual property or technology to any other license terms.
1.5.3 Work around any technical limitations in the Services or restrictions in documentation.
1.5.4 Separate and run parts of the Services on more than one device.
1.5.5 Upgrade or downgrade parts of the Services at different times.
1.5.6 Use the Services for any unlawful purpose.
1.5.7 Transfer parts of the Services separately.
1.5.8 Distribute, sublicense, rent, lease, or lend any part of the Services, in whole or in part, or use them to offer hosting services to a third party.
1.6 Feedback. Any feedback, comments, ideas, improvements, or suggestions ("Feedback") provided by you to the Company regarding the Services are entirely voluntary and non-confidential. By submitting any Feedback, you grant the Company a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license to use, reproduce, modify, adapt, publish, and distribute such Feedback for any purpose.
1.7 Service Modifications and Discontinuation. The Company reserves the right, at its sole discretion, to modify, update, or discontinue the Services (or any part thereof) at any time without prior notice.
Your use of the Services is also subject to our Privacy Policy, which governs the collection, use, and disclosure of your personal information. Please review the Privacy Policy carefully to understand how we handle your data.
3.1 Non-Disclosure Agreement. The parties agree to treat all confidential information exchanged under this Agreement according to the terms of this confidentiality section.
3.2 Confidential Information. "Confidential Information" includes any non-public information that is designated as "confidential" or that reasonably should be understood to be confidential. This encompasses user data, service usage data, the terms of this Agreement, and any account authentication credentials.
3.3 Protection and Use of Confidential Information. Each party commits to taking reasonable steps to protect the other's Confidential Information from unauthorized use or disclosure. Confidential Information shall only be used for fulfilling the purposes of the parties' business relationship under this Agreement.
3.4 Disclosure Required by Law. If a party is legally compelled to disclose the other party's Confidential Information, it will provide the other party with prior notice of such compelled disclosure (to the extent legally permitted).
3.5 Duration of Confidentiality Obligation. The obligations under this section remain in effect for five years after the termination of this Agreement, except for user data, which remains confidential until it is deleted by the company.
4.1 General Use. You agree to use the Services in compliance with all applicable laws, regulations, and this Agreement.
4.1.1 You agree not to use the Services for any unlawful or unauthorized purpose.
4.1.2 You agree not to interfere with or disrupt the integrity or performance of the Services.
4.1.3 You agree not to attempt to gain unauthorized access to any portion of the Services or any related systems or networks.
4.2 Maintenance of Professional Standing. Some of the Services may require a professional designation and registration with an associated professional regulator. In such cases, you agree to maintain your registration status and notify the Company of any changes.
5.1 Reservation of Rights. The Company retains all rights, title, and interest in and to the Services, including all associated intellectual property rights. You may not use the Company's trademarks, logos, or other proprietary information without prior written consent.
5.2 Reservation of Rights Not Expressly Granted. The Company reserves all rights not expressly granted in this Agreement. The Services are protected by copyright and other intellectual property laws and international treaties.
6.1 Compliance Audits. The Company reserves the right, at its own expense, to verify your compliance with the terms of this Agreement periodically. You agree to cooperate by providing any requested information and documents.
6.2 Unlicensed Use. If the audit reveals any use of the Services not covered by your licensed rights, you must promptly acquire the necessary licenses to rectify the situation.
6.3 Data Protection Compliance. Upon request, the Company will provide necessary information to demonstrate compliance with data protection regulations, including GDPR.
6.4 Confidentiality. All information obtained during the audit process will be treated as Confidential Information.
7.1 The Company represents and warrants that:
7.2 The Company will comply with applicable laws and regulations in the provision of the Services, including data protection and privacy laws.
7.3 Disclaimer. Except as expressly provided in this agreement, the services are provided "as is" and "as available", with all faults. To the maximum extent permitted by applicable law, the Company disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
8.1 Indemnification by User. The User agrees to defend, indemnify, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against any and all third-party claims arising from:
8.2 Procedure. The Company will provide the User with prompt written notice of any claim, suit, or action for which indemnification is sought.
9.1 General Limitation. To the fullest extent permitted by law, the Company shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or in connection with your use of the Services.
9.2 Free Services. For Services provided free of charge, the Company shall not be liable for any damages, direct or indirect, arising out of or in connection with the use of such free Services.
9.3 Maximum Liability. The Company's total liability for any and all claims arising out of or in connection with the use of the Services shall not exceed the amount paid by the user for the Services during the twelve (12) months immediately preceding the date of the claim.
9.4 Exceptions. The limitations and exclusions set forth in this section shall not apply to liability arising from the Company's gross negligence, willful misconduct, or fraud.
The Company reserves the right to suspend or terminate your access to the Services at any time, with or without cause, and without prior notice or liability.
11.1 This Agreement shall be governed by and construed in accordance with the laws of Canada. Any dispute arising out of or relating to this Agreement shall be resolved through arbitration in accordance with the rules of the Canadian Arbitration Association.
11.2 Where provincial laws differ, this Agreement shall be interpreted and governed in accordance with the laws of Alberta, Canada.
12.1 Entire Agreement. This Agreement constitutes the sole and entire agreement of the Company and the Customer with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations.
12.2 Notices. All notices, requests, consents, claims, demands, waivers, and other communications must be in writing and addressed to the Company. All email notices must be sent to [email protected].
12.3 Force Majeure. In no event shall either you or the Company be liable to the other for any failure or delay in performing its obligations under this Agreement caused by circumstances beyond the others' reasonable control, including acts of God, flood, fire, earthquake, explosion, war, terrorism, or passage of law.
12.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
12.5 Waiver. The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any further rights hereunder.
12.6 Order of Precedence. In the event of any conflict or inconsistency between the provisions of this Agreement and any other documents or amendments, the terms of this Agreement shall prevail.
12.7 Government Procurement Rules. Users that are government entities affirm that they have complied and will comply with all applicable government procurement laws and regulations.
12.8 Publicity. The Company may identify you as a user of the Services and may use your name and logo in the Company's customer list, press releases, and website.
The Company reserves the right to modify or revise this Agreement at any time. We will notify you of any changes by posting the updated Agreement on the Company's website. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Agreement.
If you have any questions or concerns about this Agreement, please contact us at [email protected].