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 (and are not licensed to):
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 (collectively, "Feedback") provided by you to the Company regarding the Services are entirely voluntary and non-confidential.
1.6.1 By submitting any Feedback, you grant the Company a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Feedback in any manner and for any purpose, including but not limited to, improving the Services and developing new products and services.
1.6.2 The Company will not be required to treat any Feedback as confidential, and will not be liable for any ideas (including without limitation, product, service, or advertising ideas) and will not incur any liability as a result of any similarities that may appear in future Company operations. Furthermore, you acknowledge that the Company is under no obligation to use, return, review, or respond to any Feedback you provide.
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. This may include ceasing to provide or discontinuing the development of any particular service or feature without entitling users to any compensation or refund. Users acknowledge and agree that it is their responsibility to review the Services and these Terms regularly to familiarize themselves with any modifications. Your continued use of the Services after such modifications will constitute acknowledgment and agreement of the modified terms and conditions.
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. If a separate non-disclosure agreement (NDA) is in effect between the parties, the terms of that NDA shall prevail.
3.2 Confidential Information. For the purposes of this Agreement, "Confidential Information" includes, but is not limited to, 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. Confidential Information does not include information that: (a) becomes public knowledge through no fault of the receiving party; (b) was known to the receiving party prior to its disclosure without any confidentiality obligations; (c) is independently developed by the receiving party; or (d) is received from another source without confidentiality restrictions.
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. Except as required for the provision or use of the Services, neither party will disclose any Confidential Information to third parties, unless to its representatives who need to know such information and who are bound by confidentiality obligations at least as protective as those in this Agreement. Each party is responsible for any breaches of confidentiality by its representatives.
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) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure.
3.5 Duration of Confidentiality Obligation. The obligations under this section to protect Confidential Information 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 with that professional regulator and to notify the Company of all changes to your registration status that may reasonably impact your eligibility to practice under your associated professional designation.
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. No rights will be granted or implied by waiver or estoppel. Rights to access or use the Services do not give you any right to implement the Company’s patents or other intellectual property in the software itself or in any other software or devices.
6.1 Compliance Audits. The Company reserves the right, at its own expense, to verify your compliance with the terms of this Agreement periodically. Such verification may be conducted by an independent auditor subject to confidentiality obligations, or through a self-audit process initiated by the Company. You agree to cooperate by providing any requested information and documents, and granting access to systems and records as reasonably necessary for the purposes of this audit.
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, covering the entire period of unlicensed use.
6.3 Data Protection Compliance. Upon request, the Company will provide necessary information to demonstrate compliance with data protection regulations, including GDPR, as applicable to the processing of Personal Data within the Services.
6.4 Confidentiality. All information obtained during the audit process will be treated as Confidential Information and used solely for the purpose of verifying compliance with this Agreement.
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. The company does not warrant that the services will meet your requirements or that operation of the services will be uninterrupted or error-free.
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, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) 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. The User will have the exclusive right to defend and settle any such claim, provided that the User may not settle any claim unless such settlement completely and forever releases the Company from all liability with respect to such claim or unless the Company consents to such settlement in writing.
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, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if the Company has been advised of the possibility of such damages.
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. Notwithstanding the provisions of sections 10.1 and 10.2, in jurisdictions where exclusions or limitations of liability for direct or indirect damages are not permitted, the Company's total liability for any and all claims arising out of or in connection with the use of the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, 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, together with any other documents incorporated herein by reference, 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 and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement; and (ii) second, any other documents incorporated herein by reference.
12.2 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Company as set forth on the first page of this Agreement. All email Notices to the Company must be sent to [email protected]. Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by either the receiving the Company or you; and (ii) in the case in which you are giving Notice, you have complied with the requirements of this Section.
12.3 Force Majeure. In no event shall either you or the Company be liable to the other, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond the others' reasonable control, including but not limited to, acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
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. No waivers shall be effective unless recorded in a writing signed by the party granting the waiver.
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 or that are acquiring the services for government use affirm that they have complied and will comply with all applicable government procurement laws and regulations and that this Agreement satisfies all such requirements.
12.8 Publicity. The Company may identify you as a user of the Services and may use your name, logo, and other trademarks in the Company's customer list, press releases, blog posts, advertisements, and website (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of you). Otherwise, neither Party may use the name, logo, or other trademarks of the other Party for any purpose without the other Party's prior written approval.
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. When we make changes to this Agreement, we will notify you by sending a notice to the primary email address specified in your Deepinfinity.ai account.
If you have any questions or concerns about this Agreement, please contact us at [email protected].