Terms and Conditions

Terms of Service and License Agreement

Effective July 7th 2019

Together with all subsidiaries and affiliates, Voostme Inc., a Toronto, Ontario corporation (“AI Notes”), makes available “AI Notes”, the website, and “the Service” (including, without limitation, document upload, entity detection, document highlighting, key phrase comprehension, and test creation) to help scholars, students, and everyday people save precious time when learning content via automation of the note reading, summarization, and studying process. Access and/or use of AI Notes and the Service, as well as any future Services provided by Voostme Inc., are to be governed by this Terms of Service and License Agreement (the “Terms”).

PLEASE NOTE, THIS IS A LEGALLY BINDING AGREEMENT. IF YOU DO NOT UNDERSTAND THE TERMS, AND/OR DO NOT AGREE TO BE BOUND BY THE TERMS AND PRIVACY POLICY (REFERENCED LATER WITHIN THE TERMS), YOU MUST IMMEDIATELY LEAVE THE WEBSITE https://ainotes.org IMMEDIATELY, AND SHALL NOT BE AUTHORIZED TO ACESS AI Notes AND THE SERVICE. IN ACCESSING AI Notes AND THE SERVICE, YOU AGREE THAT YOU ARE OVER 18 YEARS OF AGE, OR ARE BETWEEN 13 AND 17 YEARS OF AGE AND USING AI Notes AND/OR THE SERVICE WITH CONSENT FROM A LEGITIMATE PARENT/GUARDIAN), AND THAT YOU ARE ABLE TO LEGALLY ENTER INTO THE TERMS, AND THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS. IF YOU ARE AN INDIVIDUAL USER, AND ACCESSING AI Notes AND THE SERVICE ON YOUR OWN BEHALF, THEN THE TERMS ARE BETWEEN YOU, INDIVIDUALLY, AND VOOSTME INC.

IF YOU ARE A FACULTY MEMBER, EMPLOYEE, STUDENT OR FACULTY MEMBER AT A UNIVERSITY, SCHOOL OR OTHER ENTITY/ORGANIZATION THAT HAS ENTERED AN AGREEMENT FOR ENTITY-WIDE AND ENTITY - SPECIFIC USAGE OF AI Notes AND THE SERVICES, YOU ARE AN “APPROVED USER” OF YOUR ENTITY AND (A) YOU REPRESENT THAT YOU HAVE YOUR ENTITY’S PERMISSING AND AUTHORITY TO USE AI Notes AND THE SERVICE, (B) YOUR ENTITY IS JOINTLY RESPONSIBLY FOR YOUR USE OF AI Notes AND THE SERIVCE, AND (C) THIS IS AN AGREEMENT BETWEEN YOU, INDIVIDUALLY, AND VOOSTME INC.

Licenses:

If you are an individual user, in consideration for your acceptance to the terms. Voostme Inc. grants you a personal, non exclusive, limited, non transferable, non sublicensable, revocable license to access AI notes and the Service SOLELY FOR YOUR OWN INDIVIDUAL PURPOSE. If you are an Approved User: in consideration for your agreement to the Terms and your personal, non exclusive, limited, non transferable, non sublicensable, revocable license to access AI Notes and the Service SOLELY FOR THE INTERNAL BUSINESS PURPOSES OF YOUR ENTITY WHICH HAS AN AGREEMENT WITH VOOSTME INC. (aside from the Terms and Privacy Policy) FOR SPECIAL USAGE OF THE SERVICES AND/OR AI Notes. You may only access AI Notes and the Service only in accordance with any written instructions, user guides, and/or any other documentation as made available by Voostme Inc. upon its publication (this is to be known as “Documentation”).

YOU MAY NOT:

a. Transmit, publish, distribute, or otherwise disseminate any Intellectual Property of Voostme Inc.

b. Modify, copy, or create derivative works based on AI Notes and the Service, Documentation, or any portion(s) of any of the foregoing (collectively and individually, known as “Intellectual Property of Voostme Inc.”).

c. Email or otherwise transmit any content that infringes any Intellectual Property of Voostme Inc. or other proprietary rights of any party (i), do not have a right or upload under any law or under fiduciary or contractual relationships (ii), contain any Malicious Software, programs or files designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment (iii), creates or possess a privacy or security risk to any person or entity (iv), constitutes unsolicited or unauthorized materials (v), or is otherwise objectionable(vi).

d. Store, and/or download any Intellectual Property of Voostme Inc. except to the explicitly permitted extend on AI Notes and the Service.

e. Access content or data not intended for you, log onto a server and/or account you are not authorized to access, or otherwise violate or attempt to violate any security or authentication feature or measures of AI Notes or the Service.

f. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity or permit any third party to do any of the foregoing.

g. Transfer to any third party any of your rights under the Terms except to the extent that any entity user may permit such as number of authorized users that has been agreed upon between the entity user and Voostme Inc. to access and make use of AI Notes and the Service.

h. Attempt to access or derive the source code or architecture of AI Notes or any of the Service(s)

i. Attempt to probe, scan, or test vulnerability of AI Notes and/or the Service or any associated system or network. Or to breach any security or authentication including but not limited to measures of AI Notes or the Service. If you are blocked by Voostme Inc. from accessing AI Notes and the Service (including but not limited to IP blocks) you will not implement measures to circumvent such blocking whatsoever.

j. Interfere or attempt to interferer with the Service to any user, host, or network including without limitation, by means of injection of malicious software or code (known as “Malicious Software”) to AI Notes or the Service. Denial of Service (“DDOS”), load testing/overloading, “spam”, “mail bomb”, “flooding”, or “crashing” the Service.

k. Automate access to AI Notes or the Service, including, without limitation, through the use of bots, scripts, APIs, scrapers or other similar devices and/or software.

l. Export or re-export any Intellectual Property of Voostme Inc.

m. Use or access AI Notes or the Service and/or Intellectual Property of Voostme Inc. in order to build a competitive, commercial service, product, or solution.

n. Violate any applicable law or regulation in connection with your use of AI Notes or the Service.

o. Share your AI Notes account with any other individual whom is not accessing the service lawfully and/or with the allowance of Voostme Inc.

Registration Information and Security:

In completing the registration process for AI Notes or the Service, you agree to use the selected Service, subject to the terms and conditions of the Terms. You agree to provide Voostme Inc. with accurate and complete registration information and to prompt notify Voostme Inc. in the event of any changes to such information. You are solely responsible for the security and proper use of all user information. Including but not limited to user IDs, passwords, email addresses and any other relevant information for accessing aitnoes and the Service and/or used in connection with AI Notes and the Service. You understand that you shall take all reasonable steps to ensure that such information is kept confidential and secure and to not be used by any other unauthorized person/entity. You shall immediately notify and inform Voostme Inc. if there is any reason to believe a user ID, password, email or other piece of information used/required to access AI Notes and the Service issued by Voostme Inc. has or is likely to become known to someone not authorized to use it, or is likely to be used in an unauthorized manner.

Voostme Inc. reserves the right (at its sole discretion) to request that you change you password(s) in connection with AI Notes and the Service and you shall comply with such request.

You are solely responsible for all activity in connection with access to AI Notes and the Service through your account or using your password, and for the security of your digital systems, and in no event shall Voostme Inc. be liable for any loss and/or damages relating to such activity. If any information has been compromised by an unauthorized user, entity, software, or device of similar style. Voostme Inc. is not to be liable for any damages, lost account access, lost user content and uploaded content, and compromised/lost/stolen information. In such an event, you agree to create and open a new account for accessing the AI Notes and the Service or cease using AI Notes and the Service all together as the only appropriate course of action.

Entity User Responsibility for Authorized Users

Enterprise User shall ensure that the total number of Authorized Users does not exceed the maximum number of seats authorized by, negotiated and/or purchased from Voostme Inc (each of which seats represents a unique (named) Authorized User). Entity users may assign different authorized users to the seats authorized by and negotiated and/or purchased from Voostme Inc, so long as the total number of Authorized Users does not exceed the maximum number of seats authorized by and purchased and/or negotiated from Voostme Inc. However, Authorized Users may not transfer (including by way of sublicense, lease, assignment or other transfer, including by operation of law) their seat, username or right to use AI Notes or the Service to any third party. You, the Entity User, and your Authorized Users are jointly responsible under the Authorized Users’ use of AI Notes and the Service. You are also responsible for ensuring that all of your Authorized Users comply with the terms and conditions of the Terms. Any violation of the terms and/or conditions of the Terms by any of your Authorized users shall be deemed to be a violation thereof by the Entity User.

Termination of Agreement with Entity User(s)

This section as titled “Termination of Agreement with Entity User(s)” applies only to Entity Users and not individual users. Either Voostme Inc. or you, the entity or an authorized representative of the entity, may terminate the agreement in the Terms by notice if the other party breaches any term or condition in the Terms and fails to cure the breach within two months (60 days) after the notice and recipes of notice of the breach from the non defaulting party. In addition, Voostme Inc. may terminate and/or suspend the Service and/or AI Notes within 10 days after notice and receipt of notice of the breach from Voostme Inc. Any suspension of termination shall proceed and be without limitation of any other right or remedy available to the terminating party. For convenience, Voostme Inc. may terminate the Terms upon 60 days prior written notice without liability to you. Following a termination pursuant to the foregoing sentence, Vosotme Inc. shall refund the pro rata portion of any fees relating to the remaining term as applicable. If the Terms is terminated or otherwise expires for any reason, you shall promptly return to Voostme Inc. or destroy, as directed by Voostme Inc., all Confidential Information, Software and other materials in your possession or under your control belonging to Voostme Inc., and all rights and licenses granted by Voostme Inc. pursuant to the Terms shall terminate. Upon the expiration or termination of the Terms, your right to use the Services and Software and to access the Site and any of its content will immediately cease and Voostme Inc. may elect in its discretion to (a) terminate your authorized users’ accounts or (b) downgrade your authorized users’ accounts to individual subscriber accounts. Please note that all provisions of the Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and miscellaneous provisions.

Upload of Authorized Content

In accessing AI Notes and the Service, you agree to only ad authorized content into the Service for the sole purpose of accessing the provisions of the service and nothing more. You may not redistribute, copy, resell, license or sublicense any content that is outputted by the Service which originated from the uploading of an unauthorized, copyrighted, stolen, or unlawfully acquired document and/or file. You may also not upload any document and/or file which was obtained in an unlawful, illegitimate, and/or illegal manner. In the event that a private file uploaded into the Service is lost, stolen, damaged, or compromised in any manner, you agree to waive all liability to Voostme Inc. and accept that the file was not compromised purposely by Voostme Inc., its subsidiaries, AI Notes, and/or the Service. You are solely responsible for all authorized files and/or documents and/or other content uploaded entered or otherwise transmitted by you in connection with use of the Service and AI Notes (User Content). You accept and understand that Voostme Inc. has no obligation or ability to moderate and monitor any User Content and shall therefore have no liability to you or any other entity/person. Including but not limited to respect to any information contained in or apparent from any User Content. You represent, warrant, and covenant that you own or have a valid and enforceable license to use all User Content and that no User Content infringes, misappropriates or violates any rights (including without limitation intellectual property and copyright) of any entity and/or person or any applicable law, rule or regulation of any government body within your jurisdiction. In uploading or entering User Content, you give Voostme Inc a nonexclusive, worldwide, royalty-fee and fully-paid transferable, sublicenseable, perpetual and irreversible license to copy, store, and user your User Content or your Entity User’s User Content (if you are an Authorized user) in connection with the provision of AI Notes and the Service to improve the Service and AI Notes.

Service Acess

You are responsibly for obtaining and maintaining any equipment and services needed to connect to or access AI Notes or the Service or otherwise use the Service. This includes but is not limited to modems, hardware, software, internet services, and telecommunications. You shall agree be solely responsible for ensuring that such equipment and services are comparable with AI Notes and the Services.

Changes to the Terms

Voostme Inc. reserves the right at any time to (i) change any information, specifications, features, or functions of AI Notes and/or the Service. (ii) suspend or discontinue AI Notes and/or the Services temporarily or permanently, including the availability of any feature within AI Notes and/or the Service in each case with or without prior notice access to parts or all of the Service and AI Notes. Voostme Inc. will use its commercially reasonable efforts to notify you of changes to AI Notes and/or the Service which in the reasonable opinion of Voostme Inc., have the potential of materially and adversely diminishing the functionality of AI Notes and/or the Service. On occasion, Voostme inc. may update or revise the Terms. In the event of such, Voostme shall notify you through email to the most recently provided email address or through popup when accessing AI Notes and/or the Service for re-agreement to the new and updated Terms. Failure to re-agree to the updated Terms shall result in inability to access and/or use AI Notes or the Services. You agree that acceptance of the Terms both upon registration and upon updating of the Terms is required for access and/or use of the Service, and you agree to not hold Voostme Inc. liable in any manner for damaged, lost, stolen and/or compromised User Content uploaded to the Service but unable to access due to not having agreed to the Terms and/or updated Terms.

Reception of Email

Upon registration to AI Notes and/or the Service, and upon entering your account email adress, you agree to receive emails from Voostme Inc. in regards to account registration, password recovery, and any other security feature of AI Notes and/or the service.

Data Collection

Voostme Inc does not collect personally identifiable information from you except to the extent you have explicitly given such information to Voostme Inc. Voostme Inc’s information practices for storage, usage, and collection of private information is further elaborated in the Privacy Policy (available at: https://www.ainotes.org/privacy) (this is known as the “Privacy Policy”). The Privacy Policy is an integral part of the Terms and shall be expressly incorporated through reference. In agreeing to the Terms, you agree to all of the terms and conditions within the Privacy Policy and the use of data as described in the Privacy Policy, and that any use and collection of data in accordance with the Privacy Policy is not an actionable breach of your privacy and/or publicity rights. Much like the Terms, Voostme Inc. may occasionally update the Privacy Policy. In the event a Privacy Policy update, you shall be notified via most recently validated email address and via popup window during the next user session for re-agreement to the updated Privacy Policy. If you fail to agree to the updated Privacy Policy, use of the Service and AI Notes cannot commence due to the Privacy Policy forming an integral part of the Terms (as it is expressly incorporated into the Terms through reference) and thus must be agreed upon as well for access to the Service and AI Notes. You agree that acceptance of the Privacy Policy both upon registration and upon updating of the Privacy Policy is required for access and/or use of the Service, and you agree to not hold Voostme Inc. liable in any manner for damaged, lost, stolen and/or compromised User Content uploaded to the Service but unable to access due to not having agreed to the updated Privacy Policy. In addition, Voostme Inc. may share data with third parties for the sake of providing an improved quality of service to the Service and AI Notes. This includes but is not limited to data storage, security, data retrieval, key phrase comprehension, text extraction, entity comprehension, note generation, summarization, question forming, key phrase detection, and entity detection. In agreeing to the Terms, you accept and understand that your data may be shared with third parties for the aforementioned services provided to you in the Service and AI Notes.

Ownership and Intellectual Property

All intellectual property rights in and to the User Content are and shall remain your property, and Voostme Inc. shall acquire no right of ownership with respect to your User Content. All intellectual property rights in and to the Service and/or AI Notes and other Intellectual Property of Voostme Inc. are and shall remain the sole property of Voostme Inc, and you shall acquire no right of ownership or use with respect to the Service and/or AI Notes or other Intellectual Property of Voostme Inc. except as specified in the Terms. Without limiting the foregoing, you acknowledge that the Service and/or AI Notes and the inventions, know-how and methodology embodied therein are proprietary to, and contain trade secrets of Voostme inc and that the Service and AI Notes constitutes confidential information of Voostme Inc. Please note that you may provide Voostme Inc. with comments, recommendations, improvements ideas, solution, bug fixes, suggestions, concepts, techniques, features, ideas, know-how and/or any feedback regarding the Service and/or AI Notes (this is known as “User Suggestions”) In agreeing to the Terms, you accept and understand that all of the aforementioned User Suggestions are given voluntarily, and that you are not entitled to any form of compensation, payment, reward, promotion, nor is Voostme Inc. in any “debt” to you as a result of any User Suggestion you may have voluntarily submitted to Voostme Inc. in regards to the Service and/or AI Notes. As between you, Voostme Inc. and, if applicable, your Entity User, all User Suggestion(s) shall be exclusively owned by Voostme Inc., and you hereby make all assignments necessary to accomplish the foregoing ownership, and as a result Voostme Inc. shall be freely entitled to reproduce, prepare derivative works, disclose to third parties, display and perform (publicly or otherwise), sell, lease, license, distribute and otherwise use and exploit any and all such User Suggestion(s) as it deems appropriate, at its sole discretion, without obligation or liability of any kind to you, your Entity User (if applicable) or any other person and/or entity.

Indemnity

You shall indemnify, release and hold harmless Voostme Inc. and its parents, subsidiaries, affiliates, licensors and suppliers and each of their respective officers, directors, employees and agents, from and against any loss, liability (including settlements, judgments, fines and penalties) and costs (including reasonable attorney fees, court costs and other litigation expenses) relating to any claim or demand made by any third party due to or arising out of your access to the AI Notes and/or the Service, violation of the Terms, or infringement of any intellectual property or other right of any person or entity.

Warranty Disclaimer

TO THE EXTENT PERMITTED BY LAW OF VOOSTME INC’S CITY OF HEADQUARTERS (TORONTO, ONTARIO, CANADA), VOOSTME INC EXPRESSLY DISCLAIM ANY AND ALL WARRANTY(S) AND CONDITIONS, IMPLIED OR EXPLICIT, REGARDING THE SERVICE AND AI Notes. INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, SATISFACTORY QUALITY OF ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE OR REGARDING SECURITY, QUIET ENJOYMENT, RELIABILITY, TIMELINESS AND PERFORMANCE. YOU AGREE THAT YOUR USE OF THE SERVICE AND AI Notes ARE AT YOUR OWN SOLE RISK AND THAT THE SERVICE AND AI Notes ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, “WHERE IS”, “WITH ALL FAULTS” BASIS WITHOUT WARRANTIES OF ANY KIND EITHER EXPLICIT OR IMPLIED. WITHOUT LIMITING THE FOREGOING, VOOSTME INC., ITS LICENSORS, AND ITS SUPPLIERS DO NOT WARRAN THAT THE OPERATION OF THE SERVICE AND AI Notes WILL MEET YOUR REQUIRMENTS OR BE UNINTERRUPTED OR ERROR - FREE.

Limitation of Liability

In no event shall Voostme Inc. be liable with respect to the Service and/or AI Notes for (i) any amount in the aggregate in excess of $100 CAD, (ii) any lost profits, lost or damaged User Content and/or data, or failure to meet any duty, including but not limited to good faith and responsible care or (iii) any indirect, punitive, special, incidental, consequential and/or exemplary damages of any kind whatsoever. In agreeing to the Terms, you accept, agree and understand that the Service and AI Notes would not be provided without such limitations.

General

The Terms SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO, WITHOUT REGARD TO ANY CHOICE OF LAW, CONFLICTS OF LAW OR OTHER PRINCIPLES THAT WOULD RESULT IN THE APPLICABLE OF THE LAWS OR REGULATIONS OF ANY OTHER JURISDICTION. SUBJECT TO THE SECTION TITLED “Dispute Resolution (via binding arbitration)”, ANY LEGAL ACTION PROCEEDING RELATING THE THE TERMS SHALL BE INSTITUTED IN A PROVINCIAL OR FEDERAL COURT IN TORONTO, ONTARIO. YOU AND VOOSTME INC AGREE TO SUBMIT THE JURISDICTION OF, AND AGREE THAT VENUE IS PROPER IN, THESE COURTS IN ANY SUCH LEGAL ACTION OR PROCEEDING.

The Terms AND THE RIGHTS AND OBLIGATIONS HEREIN ARE PERSONAL TO YOU, AND YOU MAY NOT ASSIGN OR OTHERWISE TRANSFER The Terms OR ANY PRIOR WRITTEN CONSENT FROM VOOSTME INC. VOOSTME INC MAY FREELY ASSIGN THE TERMS INCLUDING WITHOUT LIMITATION, IN CONNECTION WITH A MERGE, ACQUISITION, BANKRUPTCY, REORGANIZATION, OR SALE OF SOME OR ALL OF VOOSTME INC.’S ASSETS AND/OR STOCK.

IF ANY ONE OR MORE OF THE PROVISIONS OF THE TERMS ARE FOR ANY REASON HELD TO BE INVALID, ILLEGAL, OR UNENFORCEABLE BY A COURT OF COMPETENT AND APPLICABLE JURISDICTION, THE REMAINING PROVISIONS OF THE TERMS SHALL BE UNIMPAIRED AND SHALL REMAIN IN FULL FORCE AND EFFECT, AND THE INVALID, ILLEGAL, OR UNENFORCEABLE PROVISION(S) SHALL BE REPLACED BY A VALID, LEGAL AND ENFORCEABLE PROVISION OR PROVISIONS THAT COMES CLOSEST TO THE INTENT OF THE PARTIES UNDERLYING THE INVALID, ILLEGAL, AND/OR UNENFORCEABLE PROVISION(S) THE FAILURE OF EITHER PARTY TO EXERCISE IN ANY RESPECT ANY RIGHT PROVIDED HEREIN SHALL NOT BE DEEMED A WAIVER OF ANY FURTHER RIGHTS HEREUNDER. A WAIVER BY EITHER PARTY OF ANY TERM OR CONDITIONS OF THE TERMS OR ANY BREACH THEREOF, IN ANY ONE INSTANCE, WILL NOT WAIVE SUCH TERM OR CONDITION OR ANY SUBSEQUENT BREACH THEREOF.

If Voostme Inc. is unable to perform any obligation under the Terms because of any matter beyond its reasonable control, such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving employees of Voostme Inc.), acts of local or central government or other competent authorities, problems with telecommunications providers, hostile network attacks or other events beyond Voostme Inc.’s reasonable control (each, a “Force Majeure Event”), Voostme Inc. will have no liability to you for such failure to perform; provided, however, that Voostme Inc. shall resume performance promptly upon removal of the circumstances constituting the Force Majeure Event. If any Force Majeure Event continues for more than sixty (60) days, either Voostme Inc. or you may terminate the Terms by delivery of written notice to the other party. You will remain responsible for all Fees incurred through the last day the Services were available.