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”).
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.
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
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.
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.
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.
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.
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.