TERMS OF SERVICE
Last Updated: November 15, 2020
These Terms of Service (this “Agreement”) set forth the terms and conditions that apply to your access and use of the internet websites located at www.elireport.com and app.elireport.com (collectively, the “Site”), each owned and operated by OctoAI Technologies Corp. (“Eli”, “we”, “our” or “us”), and the services available thereon, including without limitation, the services that enable you to access information, generate and view reports (“Eli Reports”) derived from the automated summarization and analysis of real estate, strata and condominium related documentation (the “Services”).
BY ACCESSING OR USING THE SITE OR SERVICES YOU ARE INDICATING YOUR ACCEPTANCE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SITE OR THE SERVICES. IF YOU ARE DISSATISFIED WITH THIS AGREEMENT OR ANY RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE SITE OR SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND SERVICES.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
In order to enter into this Agreement and access and use the Services, you must: (a) have reached the legal age of majority in your jurisdiction of residence, and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement, and (i) be licensed to provide regulated real estate and/or real estate-related services, including without limitation trading or brokerage services, as may be required by the applicable governmental or regulatory body in the province, state, territory or country in which you operate, or (ii) be an individual in an agency relationship with an individual licensed to provide regulated real estate and/or real estate-related services, including without limitation trading or brokerage services, and such licensee has shared an Eli Report with you (collectively, the “Eligibility Requirements”). If you accept this Agreement, you represent and warrant that you satisfy the Eligibility Requirements. If you at any time cease to satisfy the Eligibility Requirements, you must not access or use the Services. Eli reserves the right to request proof that you satisfy the Eligibility Requirements at any time.
Intellectual Property Rights
All material available on the Site and all material and services provided by or through Eli, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, Eli Reports, all informational text, software documentation, design of and “look and feel”, layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws.
Subject to your compliance with all of the terms and conditions of this Agreement, during the term of this Agreement, Eli grants to you a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Materials that we make available to you, subject to compliance with applicable laws. You may download, copy, use and share Eli Reports strictly for the purpose of providing real estate and real estate-related services, provided you do not publicly distribute Eli Reports on a website or otherwise.
If Eli, in its sole discretion and without notice, considers that there is an immediate security or operational risk to the Services or any of its, your or a third party system, then Eli may immediately suspend access to or use of the Services. The suspension of use and access is not a breach of this Agreement. You acknowledge that the preservation of security, confidentiality and data is paramount. Eli has no liability to you for suspending the Services under this provision.
This section does not apply to Content; however you agree that any ideas, suggestions, concepts, processes or techniques which you provide to Eli related to the Services, the Site or Eli or its business (“Feedback”) are and will be Eli’s exclusive property without any compensation or other consideration payable to you by Eli, and you do so of your own free will and volition. Eli may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Eli may decide into the Site, the Services, its software, documentation, business or other products or services, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to Eli in any Feedback and, as applicable, waive any moral rights.
The Services may permit you to make modifications to Eli Reports (“Eli Report Modifications”), including without limitation by adding comments or information to Eli Reports or hiding content contained in Eli Reports. You acknowledge and agree that you are solely responsible for all such Eli Report Modifications and the consequences for such Eli Report Modifications.
Eli retains the right to use or share any Aggregated Data generated by anyone using the Site or the Services, including our users, for the purpose of enhancing and providing the Services. “Aggregated Data” means data that does not contain personal information and which has been manipulated or combined to provide generalized, anonymous information. You are still responsible for any and all personal information that is part of any Content (as defined below).
No Opinion or Advice
The Services provide you with information relating to multi-family dwellings and any information presented by the Services is believed by Eli to be presented as fact but not independently verified. The Services do not form any opinion whatsoever on the merits of purchasing or not purchasing any real estate or dwellings whatsoever. The Services do not provide you or any other person or third party with any advice or representation whatsoever relating to a purchase decision for a real estate transaction. The Services use statistics, analytics and computer algorithms to display what Eli believes are facts relating to a specific multi-family dwelling, and all information provided through the Services has not been generated based on any opinion or subjective nature. Any output of the Services is provided as-is, and Eli makes no representation or warranty whatsoever as to the veracity or accuracy of any content provided. Use of any such content is at your own risk.
Your Profile Information and Account
If you sign up for a Eli account (“Account”), you agree that Eli is providing you with one user identification reference that you will use to create a username (your email address) and password (together, the “User ID”) to the extent, and only to the extent, necessary to access and use the Site and Services in accordance with this Agreement. You agree and understand that you are responsible for maintaining the confidentiality of your User ID. That User ID, together with any or other user information you provide, will form your “Profile Information” and allow you to access your Account. You will provide true, accurate, current and complete information about yourself, and you agree not to misrepresent your Profile Information. You represent and warrant to Eli that you have not misrepresented any Profile Information. You are responsible for any Profile Information that may be lost or unrecoverable through the use of the Site or Services.
As part of your Profile Information, you may be asked to indicate your brokerage for which you are a licensed representative (“Your Brokerage”). If Your Brokerage is not available, or spelled incorrectly, you must notify Eli immediately of this error so we can correct it. It is not the responsibility of Eli to verify or ensure the accuracy of any information provided by you.
Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your User ID to any third party. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying Eli immediately. It is your responsibility to update or change any Account or Profile Information, as appropriate.
Fees and Renewals
If you purchase any fee-based Services, you agree that Eli, or Eli’s third party service providers, may store your credit card or other payment information. You expressly agree that Eli is authorized to charge you (i) a fee for any applicable Services for which you have subscribed, billed on a basis of a subscription period, (ii) any other fees for Services you may purchase, (iii) any charges for use of the Services in excess of the usage or other limits placed on your use of the Services (and you hereby consent to such charges and agree we are not required to notify you of any such charge in advance), and (iv) any applicable taxes in connection with your use of the Services to the credit card or other payment information you provide and to reimburse Eli for all collection costs and interest for any overdue amounts. If the credit card or other payment information you provide expires and you do not provide new credit card or payment information or cancel your account, you authorize Eli to continue billing you for your use of the Services and you agree to remain responsible for any uncollected fees. Eli reserves the right to modify any applicable fees at any time upon 30 days written notice by posting such fee changes through the Services or through email notification to you. You will be liable to pay such modified fees.
You take full responsibility for all taxes and fees of any nature associated with the Services, including any sales tax related to any purchase or sale of services or goods under this Agreement. When purchasing services or goods under this Agreement, it is your responsibility to determine whether or not sales taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority.
If a refund is provided relating to fee-based Services, you will not be refunded any transaction or processing charges incurred by Eli in the delivery of such fee-based Services, unless, at the sole discretion of Eli, a full refund is warranted.
If Your Brokerage has entered in to an enterprise pricing plan with Eli (an “Enterprise Plan”), Your Brokerage may provide you with its applicable sign-up code (the “Sign-up Code”) which can be used by you to, depending on the type of Enterprise Plan Your Brokerage has entered in to, either: (a) receive, at no additional charge to you, a subscription to access and use the Services under the Enterprise Plan; or (b) gain access to discounted pricing for a subscription to the Services. You agree not to disclose the Sign-up Code to any third party and to protect the Sign-up Code from loss and unauthorized use. In order to access and use the Services through a subscription purchased under the Enterprise Plan, you must register for an Account (or have an existing Account) and then submit the Sign-up Code through the mechanism provided as part of the Services. Certain products and services made available to you through the Services may be subject to additional charge or may not be covered under the Enterprise Plan. Contact your Brokerage for more information regarding Your Brokerage’s Enterprise Plan.
Submission of Content
The Site and the Services available thereon enable you to submit, provide or upload content, including but not limited to real estate, strata and condominium related documentation, Eli Report Modifications, messages, materials, data, text, music, sound, photos, videos, graphics, applications, code and other information or content (collectively, “Content”), to Eli for the purpose of providing the Services. You acknowledge and agree that you are solely responsible for all Content you submit, provide or upload and the consequences for submitting, providing or uploading it.
You agree that by uploading, or otherwise providing any Content on or through the Site and/or the Services, you grant to Eli a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, process, display, and retain all or any portion of such Content in connection with providing the Services to you, as well as for the purpose of enhancing and providing the Services to other users and to develop other products and services, including without limitation by aggregating statistical data and analyzing such Content. This license includes the right to host, index, cache or otherwise format your Content for the foregoing purposes.
You represent and warrant that you own your Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to Eli or Eli’s use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity. Without limiting the foregoing, to the extent any Content consists of real estate, strata or condominium related documentation, you represent and warrant that you own such Content, or are an agent or authorized representative to an owner of such Content, or are a prospective buyer or agent or authorized representative to a prospective buyer of a specific condo/strata unit to which such Content relates, and that such Content does not contain any person information or, if it does contain personal information, that you have obtained all necessary consents or authorizations to provide such personal information.
You agree that Eli is not responsible for any violations of any third party intellectual property rights in any Content that you submit to Eli. You agree to pay all royalties, fees and any other monies owing to any person by reason of the Content uploaded, displayed or otherwise provided by you to the Site.
Acceptable Use and Conduct:
You agree that you will not publish or make available any Content that, or use the Site or Services in a manner that:
- infringes, violates or misappropriates any third party’s intellectual property or proprietary rights;
- contains software viruses, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
- is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy;
- is harmful to minors in any way;
- is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by Eli;
- impersonates a Eli employee, or any other person, or falsely states or otherwise misrepresents your affiliation with any person or entity, or to obtain access to the Site or Services or a portion thereof without proper authorization;
- interferes or attempts to interfere with the proper working of the Site or Services or prevents others from using the Site or Services, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Site, or that otherwise negatively affects other persons’ ability to use the Site or Services;
- uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Site or Services or the content contained therein;
- facilitates the unlawful distribution of copyrighted Content;
- except as expressly permitted by Eli, licenses, sublicenses, rents or leases the Services to third parties, or uses the Services for third party training, commercial time-sharing or service bureau use;
- includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Site or Services to users;
- constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests;
- stalks or otherwise harasses anyone on the Site or using the Services or with information obtained from the Site or Services;
- collects, uses or discloses data, including personal information, about users without their informed consent or for unlawful purposes or in violation of applicable law or regulations;
- requests, solicits or otherwise obtains access to usernames, passwords or other authentication credentials from any user of the Site or Services for the purposes of automating logins to the Site;
- attempts to gain unauthorized access to the computer systems of Eli or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site or Services;
- posts adult or pornographic Content;
- decompiles or reverse engineers or attempts to access the source code of the software underlying the Site, the Services or any other Eli technology;
- copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Site or Services;
- accesses the Site or Services for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Site or Services;
- accesses the Site or Services for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or
- accesses the Site to upload any Content or computer code for the purposes of: (i) causing a breach or override of security to the Site or Services; (ii) interfering with the proper working, functionality or performance of the Site or Services; or (iii) preventing others from accessing or using the Site or Services.
Disclaimer of Warranties
YOUR USE OF THE SITE OR SERVICES AND ALL CONTENT FORMING PART OF OR RELATED TO THE SITE OR SERVICES, INCLUDING ANY CONTENT YOU UPLOAD OR SUBMIT AND ANY THIRD PARTY SOFTWARE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ELI EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE OR SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.
ELI DISCLAIMS ANY WARRANTY THAT THE SITE, THE SERVICES OR ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT FROM TIME TO TIME ELI MAY REMOVE THE SITE OR CEASE PROVIDING THE SERVICES FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU. YOUR ACCESS AND USE OF THE SITE AND THE SERVICES MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITE OR SERVICES OR OTHER ACTIONS THAT ELI, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE. ELI MAKES NO GUARANTEE REGARDING: (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON THE SITE OR SERVICES; OR (B) THE COMPATIBILITY OF ANY SOFTWARE, HARDWARE OR CONTENT WITH THE SITE OR SERVICES.
ELI IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDER, HOSTING SERVICES UTILIZED BY ELI, TELECOMMUNICATIONS PROVIDER, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY ELI.
You are solely responsible for ensuring that Your CONTENT is compatible with THE SITE AND SERVICES. Eli disclaims any liability or responsibility for any unauthorized use of Your CONTENT by third parties or OTHER Users of THE SITE AND SERVICES and is not responsible for protecting Your CONTENT.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES 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.
NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ELI OR THROUGH OR FROM THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
THE SITE AND SERVICES ARE offered and controlled by Eli from its facilities in Canada. Eli makes no representations that THE SITE OR SERVICES ARE appropriate or available for use in other locations. Those who access or use THE SITE OR SERVICES from other jurisdictions do so at their own volition and are responsible for compliance with local law.
Third Party Sites and Content
The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under Eli’s control, and you acknowledge that Eli is not responsible or liable for any third party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third party content or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Eli or any association with its operators. You further acknowledge and agree that Eli will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party content, goods or services available on or through any such website or resource. Access and use of third party sites, including the information, material, products and services on third party sites or available through third party sites, is solely at your own risk.
Exclusive Remedy and Limitation of Liability
YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, WILL ELI OR ITS OWNERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES (EVEN IF ELI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR YOUR INABILITY TO USE THE SITE OR SERVICES, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT. ELI’S TOTAL AGGREGATE LIABILITY FROM ANY AND ALL CLAIMS UNDER THIS AGREEMENT IS LIMITED TO THE LESSER OF: (A) $100; AND (B) THE TOTAL AMOUNTS YOU PAID TO ELI IN THE ONE (1) YEAR IMMEDIATELY PRECEDING THE OCCURRENCE OF LOSS OR DAMAGE. TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, ELI’S LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION WILL BE LIMITED TO THE FURTHEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE HEREIN TO THE CONTRARY, ELI WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF IN ANY WAY WITH RESPECT TO YOUR PROVISION OF AN INDIVIDUAL’S PERSONAL INFORMATION TO ELI OR THROUGH THE SERVICES. YOU FURTHER AGREE THAT THE FOREGOING LIMITATIONS WILL APPLY WITH RESPECT TO THIRD PARTY LIABILITY OF ANY KIND.
THE FOREGOING LIMITATIONS WILL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY CONTENT OR SERVICES PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN ELI AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SITE OR RECEIVED BY YOU ON ANY THIRD PARTY SITES. YOU ALSO AGREE THAT ELI WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE SITE.
ELI WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES, LIABILITIES, LOSSES OR ANY OTHER CONSEQUENCES THAT YOU MAY INCUR AS A RESULT OF ANY MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE SITE AND/OR THE SERVICES.
Waiver of Jury Trial and Class Action Rights
WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THE SITE, THE SERVICES AND/OR THIS AGREEMENT: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
Limitation of Time
You agree that you will not bring a claim under or related to this Agreement more than 12 months from when your claim first arose.
You agree to indemnify, defend, and hold harmless Eli, and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives (together, the “Indemnified Parties”), from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) (collectively and individually, “Claims”) incurred by or made against the Indemnified Parties in connection with any Claims arising out of or relating to this Agreement, the Site or the Services, including but without limitation in relation to: (a) your use, non-use or misuse of, or connection to the Site, the Services and any Content, including without limitation your Profile Information, Eli Report Modifications and any third party Content forming part of the Site; (b) your violation or alleged violation of this Agreement; and (c) your violation of any rights, including intellectual property rights, of a third party and otherwise as set out herein. Eli reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Eli and you agree to cooperate with Eli’s defense of these Claims. You agree not to settle any matter without the prior written consent of Eli. Eli will use reasonable efforts to notify you of any such Claims upon becoming aware of it.
Cancellation and Termination
You may unsubscribe your Account from recurring fee-based Services at any time through the web interface provided as part of the Services. You may cancel your Account by emailing email@example.com and indicating your wish to completely cancel your Account. This is the only way to unsubscribe your Account from recurring fee-based Services or cancel your Account and you will not be provided with a refund, in whole or in part, of any pre-paid amount.
You will remain liable for all charges accrued on your Account up to the time of cancellation. Eli is under no obligation to store your Content and may delete your Account and your Content immediately upon cancellation, at which point your Account will not be recoverable whatsoever.
Eli reserves the right at any time, and without cost, charge or liability, to terminate this Agreement at its sole discretion for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. Eli reserves the right to modify, suspend or discontinue the Site and/or Services, or any portion thereof, at any time and for any reason, with or without notice.
If there is any dispute between you and Eli about or involving this Agreement, the Site or the Services, you hereby agree that the dispute will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, and the federal laws of Canada applicable therein without regard to its conflict of law provisions.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Except for any claim involving the ownership of intellectual property, all disputes arising out of or in connection with this Agreement will be referred to and finally resolved by arbitration under the rules of the British Columbia International Commercial Arbitration Centre. The appointing authority will be the British Columbia International Commercial Arbitration Centre. The case will be adjudicated by a single arbitrator and will be administered by the British Columbia International Commercial Arbitration Centre in accordance with its rules. The place of arbitration will be Vancouver, British Columbia, Canada. The language of the arbitration will be English. Notwithstanding the foregoing, Eli may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and you agree that this Agreement is specifically enforceable by Eli through injunctive relief and other equitable remedies without proof of monetary damages.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole will not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable will be stricken from this Agreement.
You agree that if Eli does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Eli has the benefit of under any applicable law), this will not be taken to be a formal waiver of Eli’s rights and that those rights or remedies will still be available to Eli.
The sections of “Submission of Content”, “Intellectual Property Rights”, “Confidential Information”, “Disclaimer of Warranties”, “Third Party Sites and Content”, “Exclusive Remedy and Limitation of Liability”, “Waiver of Jury Trial and Class Action Rights”, “Limitation of Time”, “Indemnity” and “Miscellaneous” will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.
This Agreement is the entire agreement between us related to the subject matter in this Agreement. This Agreement replaces and supersedes any other prior or contemporaneous agreement, representation or discussion, oral or written, and may not be changed except in writing signed by us, regardless of whether or not the parties act under an unsigned “electronic” agreement or rely on such an unsigned agreement.
You may contact Eli by email at firstname.lastname@example.org or by mail at:
Attn: Customer Care
OctoAI Technologies Corp.
918 – 1030 West Georgia Street.