Terms of Service
DirectedAI, Inc. Website Terms of Use
Ownership of Site; Agreement to Terms of Use
These Terms and Conditions of Use (the "Terms of Use") apply to the DirectedAI, Inc. (“DAI”) web site located at www.directedai.com (the “App”), and all associated sites linked to the App by DAI, its subsidiaries and affiliates (collectively, the "Site"). The Site is the property of DAI and its licensors. BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SITE. DAI reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, DAI grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.
IMPORTANT NOTE: DAI does not monitor data transmitted, uploaded, displayed, exchanged or stored on the Site, except: (i) as needed to provide, support or improve the Site (ii) investigate a potential or suspected fraud, (iii) where instructed or permitted by you, or (iv) as otherwise required by law or to exercise or protect DAI’s legal rights. DAI makes no claim to the data nor will it sell the data to any third party. You are solely responsible for the accuracy and reliability of the data and your use of the Site. DAI does not endorse nor does it have any control over what you submit. DAI does not guarantee the accuracy of any data provided by you. If you are uncertain about your rights, you should contact your legal advisor.
Content. All text, graphics, user interfaces, visual interfaces, trademarks, logos, sounds, and computer code (collectively, "Content"), including but not limited to the design, structure, selection, coordination, expression, "look and feel" and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to DAI, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.
Except as expressly provided in these Terms of Use, no part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including "mirroring") to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without DAI’s express prior written consent.
Access to the Site is licensed, not sold, to you by DAI for your personal, noncommercial purposes and for use only in accordance with these Terms of Use. DAI reserves all rights not expressly granted to you. The rights granted herein are limited to DAI’s and its licensors’ intellectual property rights in the App and/or Site and do not include any other patents or intellectual property rights. DAI and/or DAI’s licensor(s) retain ownership of the App and Site itself, including any upgrade(s), replacement(s) and/or supplement(s) to the original Site, unless such upgrade is accompanied by separate terms of use. DAI in its sole discretion may enhance and/or change the features of the Site. DAI may also offer additional optional features and/or functionalities at an additional cost.
Title and intellectual property rights in and to any data uploaded, displayed by or accessed through the Site belongs to the respective owner. Such data may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such data. These Terms of Use do not grant you any rights to use such data. You agree you are responsible for obtaining consent from all authorized persons or entities for any collection, use, processing, transfer and storage of the data and you hereby indemnify DAI from any actions related to such collection, use, processing, transfer or storage of the data.
Your Use of the Site. You will not and you will not allow any third party to clone, decompile, reverse engineer, disassemble or modify the Site or any part thereof or use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. DAI reserves the right to bar any such activity.
You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any DAI server, or to any of the services offered on or through the Site, by hacking, password "mining" or any other illegitimate means.
You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look-up, trace or seek to trace any information on any other user of the Site, or any other customer of DAI, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site.
You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or DAI’s systems or networks, or any systems or networks connected to the Site or to DAI.
You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.
You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of DAI or others.
You agree to indemnify DAI from any of your misuse of the Site or violation of these
Terms of Use.
BETA Copies: If the Site provided to you is labeled Beta, you agree some or all of the App and/or Site: (a) has not been commercially released and may not operate properly, be in final form or fully functional; (b) may contain errors, design flaws or other problems; (c) may not be possible to make the App or Site fully functional; (d) the information obtained using the Beta App or Site may not be accurate and may not accurately correspond to information extracted from any database or other source; (e) use of the App or Site may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss; (f) DAI is under no obligation to release a commercial version; and (g) DAI has the unilateral right to abandon development of the Beta App or Site at any time and without any obligation or liability to you.
Payment Terms. At the end of the applicable fee period, DAI will issue an invoice to you for all charges accrued, electronically or otherwise. You will be responsible for all fees set out and will pay all fees in the currency set forth in the invoice. Your obligation to pay all fees is non-cancellable. All fees and prices are exclusive of all taxes and other charges, including but not limited to, shipping, handling, insurance, sales, use, value-added or other similar taxes, duties or assessments and all fees are non-refundable. Fees are payable monthly unless otherwise directed by DAI. If required under applicable law, you will provide DAI with applicable tax identification information that DAI may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. You will be liable to pay (or reimburse DAI for) any taxes, interest, penalties or fines arising out of any misdeclaration by you. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by DAI in collecting such delinquent amounts. If you are late on payment DAI may suspend or terminate your access to the Site or any part thereof.
For clarity, you are obligated to pay all applicable fees without any requirement for DAI to provide a purchase order number on DAI’s invoice (or otherwise). Termination. These Terms of Use are effective as of the moment you click “accept”. Access to the Site may be terminated if you are in breach of these Terms of Use. DAI reserves the right to terminate access to the App, the Site, or any part thereof upon 30 days advance notice if, for a period of 60 days you have not accessed the Site. You may stop using the Site at any time. DAI may terminate the App, the Site, or any part thereof or your access thereto for its convenience at any time without any liability whatsoever to you. If your access is terminated, then: (i) the rights granted to you will immediately cease; (ii) all fees owed by you to DAI are immediately due; (iii) you must return or destroy any confidential or proprietary information related to the Site obtained by you.
Publicity. You are permitted to state publicly that you are a customer of the Site and/or DAI. If you want to display DAI brand features in connection with your use of the Site, you must obtain written permission from DAI. DAI may include your name or brand features in a list of DAI customers, online or in promotional materials. DAI may also verbally reference you as a customer of the App and/or Site. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any use of a party’s brand features will inure to the benefit of the party holding intellectual property rights to those brand features. A party may revoke the other party’s right to use its brand features with written notice to the other party and a reasonable period to stop the use.
Representations and Warranties. Each party represents and warrants that: (a) it has full power and authority to enter into and abide by these Terms of Use; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the App and/or Site, as applicable.
Limited Warranty. The App and Site will generally comply with its published specifications, if it does not, DAI may, at its option, and provided it determines the App was not subject to any misuse: (i) repair or replace the App within a reasonable time period, or (ii) refund the fees for the period in which the App did not generally work. This is your sole remedy for breach of warranty and cannot be used with any other relief mechanisms. In order to receive this remedy you must promptly notify DAI of a breach of warranty.
Disclaimer of Warranties.
(a) YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APP, THE SITE, OR ANY PART THEREOF IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP AND SITE ARE PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND DAI HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APP AND/OR SITE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. DAI DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE APP AND/OR SITE, THAT THE FUNCTIONS CONTAINED IN THE APP OR SITE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APP OR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APP OR SITE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DAI OR A DAI AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
(b) YOU AGREE NOT TO USE THE APP OR SITE IN ANY SITUATION WHERE SIGNIFICANT DAMAGE OR INJURY TO PERSONS, PROPERTY OR BUSINESS COULD OCCUR FROM A SOFTWARE ERROR OR WITHOUT ANY REQUIRED AUTHORIZATION. (c) DAI RESERVES THE RIGHT TO DO ANY OF THE FOLLOWING, AT ANY TIME, WITHOUT NOTICE: (1) TO MODIFY, SUSPEND OR TERMINATE OPERATION OF OR ACCESS TO THE SITE, OR ANY PORTION OF THE SITE, FOR ANY REASON; (2) TO MODIFY OR CHANGE THE SITE, OR ANY PORTION OF THE SITE, AND ANY APPLICABLE POLICIES OR TERMS; AND (3) TO INTERRUPT THE OPERATION OF THE SITE, OR ANY PORTION OF THE SITE, AS NECESSARY TO PERFORM ROUTINE OR NON-ROUTINE MAINTENANCE, ERROR CORRECTION, OR OTHER CHANGES.
Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL DAI BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE APP AND/OR SITE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF DAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall DAI’s total liability to you for all damages (other than as may be required by applicable law) exceed $100.00 CAD. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
These Limitations to Liability do not apply to your payment obligations, any breach of DAI’s intellectual property rights or any indemnification obligations. Duty to Backup Data. IT IS YOUR RESPONSIBILITY TO MAINTAIN PERIODIC BACKUP COPIES OF ALL DATA AND PROGRAMS USED IN CONJUNCTION WITH THE APP AND/OR THE SITE TO PREVENT CATASTROPHIC LOSS.
Indemnity. You agree to indemnify and hold DAI, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against DAI by any third party due to or arising out of or in connection with your use of the Site.
Export Law Assurances. You may not use or otherwise export or re-export the DAI App except as authorized by applicable law and the laws of the jurisdiction in which the App/Site was obtained. By using the App and/or Site or any part thereof, you or a national or resident of any unauthorized country and that you will not directly or indirectly violate any such law, treaty or regulation and you hereby indemnify DAI from any such violation.
Privacy. DAI’s Privacy Policy applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. To view DAI’s Privacy Policy, click here. Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted. You agree to use your best efforts and take all reasonable steps to safeguard the App and/or Site to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution, in whole or in part, in any form shall be made. You acknowledge that the Site contains valuable, confidential information and trade secrets and that unauthorized use and/or copying are harmful to DAI. You agree that the Site, in order to function, accesses, processes and may store for a period of time your uploaded content. DAI will follow industry standards to protect against any unauthorized access, use or disclosure of this information. This content shall only be stored as long as necessary to allow DAI to fulfill its obligations under this License.
DAI works within the data security protocols of Salesforce.com® or any of its other platforms as well as within the internal security protocols of your email server. DAI makes no representations or warranties about any such systems nor shall DAI be liable for any damages arising from your or any third party databases or servers. You hereby warrant that you have authorized access to Salesforce.com® and your company email server and you are accessing the App and or Site after obtaining any and all required company and third party permissions. You will indemnify DAI from any causes of actions, judgments, costs, claims, etc. related to your failure to properly obtain any such approvals.
Controlling Law and Severability. These Terms of Use will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties attorn to the exclusive jurisdiction of the courts in the Province of Ontario in respect of all matters arising out of or in connection with these Terms of Use. These Terms of Use shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of these Terms of Use shall continue in full force and effect.
Violation of these Terms of Use. You agree that DAI may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if DAI determines that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to DAI, for which monetary damages would be inadequate, and you consent to DAI obtaining any injunctive or equitable relief that DAI deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies DAI may have at law or in equity. You agree that DAI may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems. If DAI does take any legal action against you as a result of your violation of these Terms of Use, DAI will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to DAI. You agree that DAI will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Use.
Complete Agreement; Governing Language. These Terms of Use constitutes the entire agreement between the parties with respect to the use of the Site licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification to these Terms of Use will be binding unless in writing and signed by DAI. The parties have requested that this License be drawn up in English. Les parties aux présentes ont exigé que cette entente et tous autres documents envisagés par les présentes soient rédigés en anglais. Any translation of these Terms of Use is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version shall govern.
Notices. Any notice required or permitted by this Agreement must be in writing in English and delivered by certified or registered mail, return receipt requested, postage prepaid or by electronic mail and addressed to 147 Liberty Street Toronto, ON, M6K 3G3, Attention: Minh Doan, CEO, minh@directedai.com.
