Last modified: October, 2022
Effective date: October, 2022
Chillwall Inc., operating as Chillwall AI (the “Company”)
1. PARTIES ACCESSING THE SITE AGREE TO BE BOUND BY OUR TERMS
2. APPROVAL OF THE TERMS
You may not use the Product nor accept these Terms if you are not of a legal age to form a binding contract with us. If You accept these Terms, You represent that You have the capacity to be bound by them, or if You are acting on behalf of a company or entity, that You have the authority to bind such a company or entity (and in which case “You” will refer to the company or entity).
We may add to, discontinue, or revise these Terms or any aspect, mode, design, or service provided under the Product pursuant to the privacy legislation and regulations under the Consumer Protection Act, 2002, S.O. 2002, c. 30 (the “Act”) which include but are not limited to the:
a) scope of the features;
b) timing of the features;
c) software/hardware required for access to the Product; and
d) geographic locations or jurisdictions in which certain features may be available.
We may amend the Terms without notice for non-material amendments. In the event of a material change, we will provide the User with fifteen (15) days’ notice of a material change in the Terms and conditions (including changes in pricing) via e-mail to the email address supplied to us by the User, setting out:
a) the new or amended agreement terms;
b) how such terms read formerly;
c) the date of the coming into force of the amendment;
d) the means in which You can respond and the effects of not responding;
e) the option to either terminate the agreement or retain the existing agreement unchanged; and
f) the language of this provision with reference to the applicable consumer protection legislation rules for amending these terms and making any additional requirements for amendments as prescribed by law (if any).
We highly recommend that Users read any amendments carefully. Unless explicit consent is required by the law, we have the right to assume that You have accepted the change to the terms and conditions, unless You notify us to the contrary, no later than fifteen (15) days’ after the amendment comes into force, that You desire to cancel the contract or deregister or unsubscribe from access to the Product.
4. PAYMENT TERMS
You will not be required to pay for use of the Product and the Company will never ask you for payment information. You may be required to provide debit or credit card information through third-party payment methods or third-party providers of activities or resources (such as hotels, restaurants, activity booking links, etc.).
We are not liable for any payments that are not completed because: (1) your debit or credit card account does not contain sufficient funds to complete the transactions or the transactions would exceed the credit limit or overdraft protection of the debit or credit card account; (2) You have not provided us with correct payment account information; (3) your debit or credit card has expired; or (4) of circumstances beyond our control (such as but not limited to, power outages, interruptions of cellular service, overzealous fraud protection rules applied by your payment card brand or acquirer bank, or any other interface from an outside force).All payment is exclusive of any taxes or duties imposed by jurisdiction tax law. The Company will not be responsible for any taxes or duties owed by You.
These Terms are effective on the date that You access the Product and will continue to apply until our relationship with You is terminated. Users may terminate their relationship with us by notifying the Company via email at email@example.com. The services provided by the Product shall continue until the User has notified us of the User's desire to close your account, and to cease your use of the Product. Users that use the Product during a trial period and do not register for the Product after the free trial period will have their account terminated at the end of the trial period.
We may terminate our relationship with You immediately at any time and for any reason including, but not limited to, a breach of these Terms under the following circumstances:
a) if You have not adhered to any or all the provisions of the Terms or if it appears that You do not intend to or are unable to comply with the Terms, such determination to be made solely at our discretion;
c) if we are required to terminate the relationship by law;
d) if we receive any notice of your misuse of the Product; or
e) if provision of the Product is no longer commercially viable for us.
Upon termination of our relationship, we will immediately revoke your license to use the Product and block all access to your account and may delete all data and information associated with your account for twenty-four (24) months after such termination. If you do not log into your account for eighteen (18) months or more months, we may treat your account as “inactive” and permanently cancel your account upon delivery of written notice and delete your information twenty-four (24) months after such notice has been delivered.
6. USE OF THE PRODUCT
In order to use the full features of the Product, a User must register using our registration page located within the app. A User can use the Product without registering for an account, but the User understands that full functionality of the Product will require an account to be created as creation of the account allows the Product to learn from your selections and provide you with relevant suggestions.
Registration Information: You agree and understand that You are responsible for maintaining the confidentiality of your password, which, together with your first and last name and email address (“User ID”), allows You to access the Product. The User ID and password, together with your postcode or zip code or location (if enabled) and any other contact information You provide us at the time of signing up for the Product form your “Registration Information.” You agree that all Registration Information provided to us will be accurate and up-to-date and to update your Registration Information as necessary through the Product features. You agree to keep your password secure. We will not be liable if we are unable to retrieve or reset a lost password. If You become aware of any unauthorized use of your password or account, You agree to notify us via email at firstname.lastname@example.org as soon as possible.
Accounts: You may not open more than one account and you may not open an account if you are a competitor of the Company.
Permitted Uses: You agree to use the Product only for purposes that are permitted, both by the Terms and by any applicable law, regulation, or generally accepted practices or guidelines, in relevant local, national, and international jurisdictions. You agree to adhere to any applicable privacy of personal information laws and regulations, including as outlined in the privacy legislation.
Unauthorized Access: You agree to only access (or try to access) and use the Product through interfaces provided by us. You shall not access (or try to access) and use the Product through any automated means, including, but not limited to, scrapers, scripts, robots, or web crawlers. You agree not to use or attempt to use another User’s account. You agree not to impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your personal information, or your affiliations with any person or entity.
Prohibited Uses: You may use our Website, services, and products only for lawful purposes. You may not use our Website, services, or products in any manner that:
a) breaches any applicable local, national or international law or regulation;
b) may in any way be considered harassment to another person or entity;
c) may in any way be unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
d) may in any way damage, disable, overburden, and/or impair the Product server, or any network connected to the Product server, and/or interfere with any other party’s use or enjoyment of the Product;
e) is in any way abusive, defamatory, misleading, fraudulent, pornographic or otherwise explicit in nature or written in bad faith;
f) harms or attempts to harm minors in any way
g) will reproduce, duplicate, copy, sell, resell or exploit any portion of the Product; orwill abuse either verbally, physically, written or other abuse (including threats of abuse or retribution) of any Product customers, employees, members, or officers,
and any of the foregoing will result in immediate account termination.
You represent and warrant that
You will not use the Product to upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment. Nor will You post or distribute any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information. You further represent and warrant that You will not disrupt the functioning of the Website, in any manner.
Moderation: You understand and agree that although the Company is not required to moderate your use of the Product, it may in its sole judgment review and delete any content in whole or in part, for any reason whatsoever, which without limitation, violate these Terms or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of others.User Responsibility: You agree that You are solely responsible for any breach of your obligations under the Terms and for the consequences of any such breach. We have no responsibility to you or to any third party for such breaches or the consequences of such breaches (including losses or damage that we may incur).
You understand that when using the Product, You may come across material that You find objectionable, offensive or indecent and agree that You are using the Product at your own risk.
Technical Requirements: Use of the Product requires internet access through your computer. You may be required to have Product Dependencies enabled to use the Product, and some features of the Product may not be accessible with such technologies disabled. You may be required to have location services enabled on your device to use some features of the Product and acknowledge that some features may not be accessible with such technologies disabled.
8. THIRD PARTY LINKS
The Product may link to third-party websites, social media platforms, or resources. Such links are provided as a convenience to You only and do not imply an endorsement, warranty or guarantee by us of any such linked Website or the company it purports to represent. We do not assume any responsibility or liability for their availability, accuracy, the related content, products or services. You are solely responsible for use of any such websites or resources and compliance with their policies. Should You elect to enter into a binding contract with any such website, You agree to hold us harmless and hereby release us from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of your actions or the actions of any user associated with your account, offering to accept or having accepted any products or services that are available from those sites.
9. INTELLECTUAL PROPERTY AND RIGHTS
Rights to content provided by us: You acknowledge and understand that we own all right, title and interest in: (a) the Product and any associated data files; and (b) all computer software; advertisements; sponsored content; and intellectual property associated with the Product (all such information, individually and collectively, being the “Product Content”), which You may have access to when using the Product.
Except as set forth in the Agreement, all rights not expressly granted to You are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying the Product. You may not modify, rent, lease, loan, sell, distribute or create any derivative products or services (or parts of products or services) based on the Product Content that You do not own or to which You have rights, or to create derivative works based on the Product. You may not infringe upon our intellectual property or adapt, reproduce, publish or distribute copies of any information or material found on the Product in any form (including by e-mail or other electronic means), without our prior written consent.
You are not required to provide the Company with any comments, suggestions, recommendations, requests, forms, or any other feedback (“Feedback”). In the event that you do provide the Company with Feedback, the Company may use such feedback to improve the Product or for any other purpose. Furthermore, the Company shall own such Feedback and the Company and its affiliates, licensees, clients, partners, third-party providers and other authorized entitled may use, license, distribute, reproduce and commercialize the Feedback, and You hereby assign, irrevocably, exclusively and on a royalty-free basis, all such Feedback to the Company.
Limited license: We grant You a non-exclusive, non-transferable, revocable, limited license to use the Product in accordance with these Terms. This license may be revoked upon breach of these Terms by You and shall automatically be revoked upon termination or expiration of this Agreement.
The Company may, now or in the future, own rights to trademarks, trade names, services marks, logos, domain names and other distinctive brand features which we use in connection with the operation of the Product (each such feature being a “Brand Right” and collectively being the “Brand Rights”). We do not grant you any right or license to use any Brand Right other than as expressly set out in these Terms and in other licenses between You and us.
Rights to content provided by you: The Company does not retain any right, title and interest to the information provided, inputted or uploaded to the Product (“User Data”). You understand and agree that the ownership of User Data shall be decided amongst yourself and your employer, if applicable, and that your User Data may be available to your employer even after the termination of your account with the Product. You agree that You will defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, agents and representatives, from and against any and all claims, damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to the ownership of User Data.
You also understand that in order for us to operate the Product, User Data may be transmitted by You or us over various public networks and in various media in compliance with our security protocols and we may make changes to User Data to meet the technological requirements of such networks and media. You are responsible for ensuring that User Data is protected and your rights in User Data are enforced; we have no responsibility to protect or enforce your rights on your behalf with respect to User Data.
At any time and up to twenty-four (24) months after your termination with the Company, You may request a copy of all of your User Data from the Product (“Data Dump”). You understand and agree that after the expiration of twenty-four (24) months after your termination with the Company, your User Data will be permanently deleted, and You will no longer have access to such Data Dump.
Refunds and claims through third-party links: The Company does not imply an endorsement, warranty, or guarantee of any such third-party linked website or the company it purports to represent. We do not assume any responsibility or liability for their availability, accuracy, the related content, products, or services. You are solely responsible for use of any such websites or resources and compliance with their policies. Should You have a claim or refund against such third-party provider, you will resolve your claim directly with such third-party and not involve the Company.
No Guarantee for suggestions from the Product. You understand that the Company makes no guarantee that the suggestions the Product makes to you for other products, activities, resources, etc. may not meet your specific demands, interests, or requirements.
Location Enabled Features. You may be required to have location services enabled on your device to use some features of the Product and acknowledge that some features may not be accessible with such technologies disabled. The location of your modem or device, particularly in remote or enclosed areas, may affect the availability and quality of the Product. The features of the Product that involve location information cannot work unless GPS satellite signals are unobstructed, available in that location and compatible with the Product. This is a common characteristic of wireless systems. For example, coverage could be degraded or non-existent in specific locations due to certain physical structures or geographic features or as a result of the device used. Physical structures which may block or inhibit coverage could include basements, lifts, underground car parks, concrete buildings, tunnels and road cuttings. Geographic features which may block or inhibit coverage could include formations such as hills and mountains or even trees. As with all location-based services, it may not always be possible to determine the exact location.
The Product provided as-is: The Product is provided “as-is” without warranties of any kind, either expressed or implied. You acknowledge, agree and understand that You use the Product at your own risk. We will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Product.
Downtime: The Product may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications between You and the Product.
No endorsement as to accuracy: We accept no responsibility for the accuracy of any User Data provided by or created using the Product except as otherwise set out in these Terms. The provision or storage of User Data through the Product does not constitute our endorsement or warranty as to the compliance of such User Data with applicable privacy legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such User Data. You are responsible for ensuring that the information you have entered into our system is accurate, reliable and complete.
Ratings and reviews: We accept no responsibility or liability for any ratings or reviews of an employee posted to the Product, or any consequences as a result of the ratings or reviews of an employee, including but not limited to termination of an employee. Ratings and reviews posted to the Product DO NOT reflect our views.
Monitoring: We do not accept any liability for monitoring the Website or for unauthorized or unlawful content on the Website or use of the Website by users.
No warranty as to non-infringement: Except in the manner provided for in these Terms, we disclaim, and expressly do not provide any direct or indirect, express or implied representation or warranty as to title and non-infringement of intellectual property in relation to the Product.
Damage to hardware: Any material downloaded or otherwise obtained through the use of our services and products 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.
Content provided to companies: If You are an individual providing User Data that is to be directed to your organization’s account, You agree and acknowledge that we accept no responsibility and are not liable for any damages that may arise by the organization’s use of that User Data. You further agree and acknowledge that we are not liable for any damages that may arise if the User Data is misdirected to the wrong organization due to any reason, including error on your part or a flaw in the Product.
11. DATA RETENTION
The Product may store your data as long as your account is current and active and for twenty-four (24) months after our relationship with You has been terminated.
On a regular basis we create a backup of all data in our system, which is retained for twenty-four (24) months, after which it will be removed permanently from all our systems. This backup is for use by the Company only in the case of disaster recovery, to maintain business operations in the case of an emergency, to assess user behavior or inputs, and to improve user experience and marketing strategies. The Company will not restore data unless it determines, in its sole discretion, that a data recovery is necessary.
12. LIMITATION OF LIABILITY
You hereby agree to release, remise and forever discharge us and our directors, employees, officers, and our affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, and for any direct, special, indirect or consequential, incidental or exemplary damages (collectively, a “Claim”), whether in contract or tort, whether known or unknown, which now or hereafter arise from, to the maximum extent allowed by law, that relate to, or are connected with:
a) 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;
b) your provision of any personal information provided to us subject to our legal requirements relating to the protection of personal information;
c) communications received to you through your access to the Product;
d) the posting of information on the Product, Website, blog, account or any affiliated social media, including but not limited to, User data, Cards, written reviews, pictures, or personal information;
e) the use of the Product and any related applications including third party services;
f) the use of any software related to the Product;
g) viruses, spyware, service provider failures or internet access interruptions;
h) loss of use, loss of data, inaccuracy of data, payment failure, payment defect, inaccurate calculations, downtime, identity theft, fraud or unauthorized access; or
i) any content relating to the use of the Product,
even if you have been advised of the possibility of such Claim, or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein or in any license.
To the extent permitted by applicable laws, You agree that You will defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, agents and representatives, from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to: (a) generally, your breach of these Terms; your access to and/or use of the Product; and any loss of, or damage to, any property, or injury to, or death of, any person (including you) caused by your access to and/or use of the Product; and (specifically, your breach of the intellectual property rights of any third party to these Terms.
You agree that You will be solely responsible for all activities that occur under your account, whether You are aware of them or not. You agree to hold us harmless and release us from any loss or liability whatsoever that You may incur as a result of someone other than You using your password or account, either with or without your knowledge. You agree to indemnify us for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not You were directly or personally responsible.
14. GOVERNING LAW AND FORUM OF DISPUTES
By visiting the Website or using the Product, You agree that the laws of the province of Ontario, without regard to the principles of conflict of laws, will govern these Terms and any dispute of any sort that may arise between You and us. With respect to any disputes or claims, You agree not to commence or prosecute any action in connection therewith other than in the Province of Ontario, and You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the provincial courts of Ontario. You agree to pay reasonable attorneys' fees and court costs incurred by us to collect any unpaid amounts owed by You.
Expenses: Each party shall be responsible for its own legal fees and other expenses incurred in connection with the performance of any of its obligations hereunder.
15. FORCE MAJEURE
You agree that we are not liable for a delay or failure in performance of the Product or the provisions of these Terms caused by reason of any occurrence of unforeseen events beyond our reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.
If any portion of these Terms is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms that is unlawful, void or unenforceable shall be stricken from these Terms.
The insertions of headings are for convenient reference only and are not to affect the interpretation of these Terms.
18. ASSIGNMENT OF AGREEMENT
You may not, without our prior written consent, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void. We may assign this Agreement to a third party at any time at our sole discretion. The Agreement will be binding upon and will ensure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs, and assigns.
You agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms or which we have the benefit of under any applicable law, this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us. Waivers must be in written form and signed by an authorized representative of the Company.
20. SURVIVAL OF AGREEMENT
All covenants, agreements, representations, and warranties made in these Terms shall survive your acceptance of these Terms and the termination of our relationship.
21. ENTIRE AGREEMENT
By providing us with your e-mail address, You agree to receive all required notices electronically, to that e-mail address or by mobile notifications via the Product. It is your responsibility to update or change that address, as appropriate.
If You have any questions or comments regarding these Terms, please contact our head office by email at email@example.com.