Terms and Conditions of Use

These terms and conditions of use (including all agreements, policies or other documents incorporated by reference herein, each as amended, restated, modified, or replaced from time to time by Private AI Inc. (“Private AI”), collectively, the “Terms”) apply to and govern your use of Private AI’s website and Services which are provided under the Private AI brand, including but not limited to the www.private-ai.com website (“Website”) and all associated web pages, and all information, resources, features, functionalities, and licenses provided to you by Private AI including by or through the Website (collectively referred to herein as “Services”), unless otherwise specified herein.

PLEASE READ THESE TERMS CAREFULLY.

IN CONSIDERATION OF BEING PERMITTED TO USE OUR SERVICES INCLUDING, WITHOUT LIMITATION, ACCESS TO AND USE OF THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS WHICH INCORPORATES, BY REFERENCE, PRIVATE AI’S ACCEPTABLE USE POLICY FOUND, AS OF THE DATE HEREOF, HERE: https://private-ai.com/aup (the “AUP”) AND PRIVATE AI’S PRIVACY STATEMENT FOUND, AS OF THE DATE HEREOF, HERE: https://www.private-ai.com/2019/05/30/privacy-statement/ (the “Privacy Statement”). THESE TERMS ARE A LEGAL CONTRACT BETWEEN PRIVATE AI AND YOU. By accessing or using the Website or any other Services, or otherwise indicating your consent, you agree to be bound by these Terms and the documents referred to, and incorporated by reference, herein, including, without limitation, the AUP and the Privacy Statement. If you do not agree with or accept any of these terms, you should cease using the Website and any other Services immediately. If you have any questions about the Website, please contact support@private-ai.com. IF YOU DO NOT AGREE TO THESE TERMS IN WHOLE OR IN PART, YOU ARE NOT PERMITTED TO USE OUR SERVICES AND YOU SHOULD CEASE USING THE WEBSITE IMMEDIATELY.  

About Private AI

Private AI is a Canadian company with its head office in Toronto, Canada. It offers image, video, and text de-identification of personal information at source on-device, in the cloud, or on-premise. In these Terms, “we”, “us” and “our” refers to Private AI and “you” or “your” means the person accessing or using the Website or any other Services, or any Content.

Private AI offers products and services other than the Services (collectively, the “Additional Services”),  which are subject to change by Private AI from time to time at its discretion. 

In addition to the above, Private AI offers the following Resources as well as the other Services described below for prospective customers to test the capabilities of each of certain products or services offered by Private AI:

While Private AI uses reasonable efforts to include accurate and up-to-date information on the Website, we do not represent, warrant or promise (whether expressly or by implication) that the Services or any content made available by or through the Services is or remains available, accurate, complete and up to date, free from bugs, errors or omissions or fit or suitable for any purpose. Any reliance you may place on the information on this Website is at your own risk and we may suspend or terminate operation of the Website at any time at our sole discretion. Nothing in these Terms shall operate to prejudice any mandatory statutory requirement or your statutory rights. Content on the Website is provided for your general information purposes only and to inform you about us and our products and news, features, services and other websites which may be of interest. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purpose.

While we make commercially reasonable efforts to ensure that the Website is available, we do not represent, warrant or guarantee in any way the Website’s or any other Services continued availability at all times or uninterrupted use by you of the Website or any other Services.

Purchase of Services

As noted, these Terms include our Privacy Statement, which shall be subject to these Terms in the event of any conflict or inconsistency. These Terms may also be supplemented or replaced by additional terms (“Additional Terms“) relating to the Additional Services, or other specific Content, goods or services made available or supplied by us using the Website. Additional Terms will be made available on relevant pages of the Website and will otherwise be accessible by you for your acceptance before you are able to access Additional Services. Additional Terms shall prevail to the extent that there is any conflict or inconsistency with any other of these terms.

Certain Additional Services that are fee-based may be purchased by you either directly through Private AI, by entering into Additional Terms such as a License Agreement with us, or indirectly through either an authorized reseller of our licenses or  a cloud marketplace: 

• – https://aws.amazon.com/marketplace/pp/prodview-ny7inm65bp5ry
• – https://azuremarketplace.microsoft.com/en-us/marketplace/apps/privateaiinc1672950142960.private_ai_container?tab=Overview

In order to use any  Additional Services that are fee-based services, when otherwise purchasing Additional Services through a cloud marketplace or an authorized reseller, or when accessing any other applicable service such as our free tier cloud offering(s), you must enter into certain Additional Terms such as a License Agreement. If you enter into a License Agreement with us directly or through an authorized reseller, that License Agreement together with our AUP and our Privacy Statement, shall govern your use of the Additional Services to which that license agreement applies. The license agreements entered into by you and Private AI or by you and an authorized reseller of the Additional Services are referred to in the following as “License Agreement,” further defined under DEFINITIONS.

In the event that you have purchased any Additional Services through an authorized reseller, subject to these Terms, any separate payment arrangements and terms shall be exclusively through such reseller, and Private AI is not a party to such transactions. Private AI’s sole obligations are set forth herein and you acknowledge that your rights hereunder or with respect to any applicable Service may be terminated for non-payment to such third party.  

These Terms govern the Services, and, notwithstanding any other term hereof, shall govern the Additional Services in the event, and to the extent that,  your License Agreement does not apply.

TERMS AND CONDITIONS

• 1. Entire Agreement

Other than as described herein, these Terms constitute the entire agreement and govern your use of the Services, superseding any prior version of the Terms that you and Private AI may have entered into and govern the relationship between Private AI and you. In the event of any conflict between the Terms and any other agreements, orders, schedules, statements of work, terms of use and privacy policies, with the exception of a License Agreement, these Terms will prevail.

• 2. Relationship

These Terms shall not be construed to and do not create a relationship of agency, partnership, employment, or joint venture between the parties. Private AI’s relationship to you is that of an independent contractor, and neither party shall have the authority to bind the other party without the prior written consent of the other party.

• 3. Assignment

The rights under these Terms may not be assigned by you in whole or in part without our prior written consent, to be given or withheld in our sole and absolute discretion.

• 4. Applicable Law and Dispute Resolution

These Terms shall be construed in accordance with and governed by the laws of the Province of Ontario, Canada. To the fullest extent permitted by applicable law, you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, with respect to any dispute, controversy or claim (a “Dispute”) arising out of or in connection with these Terms or your use of the Services and attorn to the jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded. Notwithstanding any terms hereof, the choice of jurisdiction does not prevent Private AI from seeking injunctive relief with respect to a violation of IP Rights, any usage rights hereunder, or any confidentiality obligations in any appropriate jurisdiction.

WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND PRIVATE AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Private AI agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

• 5. Confidential Information

Each party (“Receiving Party”) agrees to procure, or cause to be procured, confidentiality agreements or other obligations of confidentiality with any of their directors, officers, employees, independent contractors, or agents that have access to the other party’s (“Disclosing Party”) Confidential Information that is at least as protective as these Terms.

a. Confidential Information shall mean all information and data relating to or derived from a Disclosing Party, their Intellectual Property, client(s), technologies, services and/or business plans, including but not limited to, the machine learning models, inventions and discoveries whether or not patentable, designs, prototypes and any business, business plans, sales (including current and potential customers), software, algorithms, databases, marketing, product and/or market research information thereto, and/or trade secrets, processes of manufacture, know-how, research and development plans, laboratory protocols, laboratory notebooks, experimental data, employee identities and information relating to employee position, performance, and remuneration. Confidential Information from the Disclosing Party includes, but is not limited to, information in verbal, written, or machine-readable form and information gathered by the Receiving Party from inspection of any property, activities, or facilities of the Disclosing Party, regardless of whether the Receiving Party obtained the information before or after the date of access to the Services, and regardless of whether the information is specifically marked as confidential or proprietary. However, Confidential Information shall not include information that:

i. the Receiving Party can show was in their possession prior to disclosure by the Disclosing Party and is not subject to another obligation of secrecy and non-use;

ii. becomes available to the Receiving Party on a non-confidential basis from a source that is not under obligations of confidentiality, other than the Disclosing Party;

iii. becomes part of the public domain through no fault, act, or omission of the Receiving Party or breach by the Receiving Party; or 

iv. is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information, as established by written record.

b. The Receiving Party agrees to take all steps required to preserve the secrecy of the Confidential Information of the Disclosing Party and shall not disclose or reveal Confidential Information to any third party or person, or use Confidential Information for any purpose other than the Permitted Use specifically provided for herein, or as may be authorized by the Disclosing Party in writing and in advance from time-to-time, or as required or permitted by applicable laws.

c. Other than with respect to any of your sample data, upon the Disclosing Party’s request or upon termination of these Terms, the Receiving Party shall return all the Disclosing Party’s Confidential Information, and copies thereof, that can be returned, or shall destroy such Confidential Information and copies as directed by the Disclosing Party within five (5) business days of the request.  

d. Disclosing Party acknowledges that the Receiving Party may currently be developing, or may develop in the future, technology, software, or products that are similar to or compete with Disclosing Party’s Confidential Information. Accordingly, these Terms do not restrict or limit the Receiving Party from developing or using technology, information, or products that, without violation of these Terms, compete with or are the same or similar to the technology, software, or products contemplated by the Disclosing Party’s Confidential Information. 

6. Intellectual Property 

You acknowledge that Private AI owns all rights, titles, and interests, including all IP Rights, in and to the Aggregated Data, the Services (including, without limitation, the Website), the Additional Services, Documentation, anything developed or delivered by or on behalf of Private AI under these Terms and any Modifications to the foregoing (collectively “Private AI Property”). With respect to Third-Party Products, the applicable third-party licensors own all rights, titles, and interests, including all IP Rights, in and to the Third-Party Products. You hereby unconditionally and irrevocably assign to Private AI or its designee, its entire right, title, and interest in and to any IP Rights that you may now or hereafter have in or relating to the Private AI Property (including any rights in derivative works or patent improvements relating to either of them), whether held or acquired by operation of law, contract, assignment, or otherwise. You will cause all your personnel, all authors, and any other personnel of yours to irrevocably waive, for the benefit of Private AI and its respective successors, assigns, licensees and contractors, their respective moral rights (and any similar rights to the extent that such rights exist and may be waived in each and any jurisdiction throughout the world) in and to any Private AI Property.   

a. You own all rights, titles, and interests, including all IP Rights, in and to your Content (to the extent you already held such rights in any such Content) and other data that is collected, downloaded or otherwise received, directly or indirectly from you by or through the Website or any other Services (“Operational Data”) including from API calls made by you upon the Services within a given time period. You shall have access to certain usage data with respect to the Operational Data by using the Private AI customer portal https://portal.private-ai.com/ or any successor URL as may be updated by Private AI from time to time.  You acknowledge that Private AI generally does not have access to and cannot receive lost Operational Data.  You hereby grant to Private AI a nonexclusive, worldwide, royalty-free, transferable, sublicensable, fully paid-up license to access, collect, use, process, store, disclose, transfer, transmit, copy, Modify and display Operational Data to: (i) provide or improve the Services; (ii) verify usage and user compliance; and (iii) as otherwise set forth in these Terms including, inter alia, to produce or generate data, aggregate statistics and usage patterns, information or other materials on volumes and usage of Operational Data (such data, information and materials, the “Aggregated Data”).  All Aggregated Data collected, used, and disclosed will be in aggregate form only and will not identify any particular individual, customer, user, or any third party utilizing the Services.  Private AI may use, process, store, disclose, and transmit the Aggregated Data for any purpose and without restriction or obligation to you of any kind, including, inter alia, for industry analysis, benchmarking, analytics,  marketing and other business purposes. Aggregated Data is not Operational Data and is not your Confidential Information. 

b. You grant to Private AI and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services, any suggestion, your sample data for the purposes of model tuning, enhancement request, recommendation, correction, or other feedback provided by you relating to the operation of Private AI’s or its Affiliates’ Services (“Feedback”).  Nothing in these Terms will restrict Private AI’s right to use, profit from, disclose, publish, or otherwise exploit any Feedback, without compensation to you or any Person and without any obligation to you or any Person Private AI is not obligated to use any Feedback. 

c. You understand that all Content whether publicly posted or privately transmitted when sending, submitting, posting or displaying material using the Services, is your sole responsibility. This means that you, and not Private AI, are entirely responsible:

i. for all Content that you upload, post, e-mail, transmit or otherwise make available via the Services; and

ii. for ensuring that all Content is accurate, does not breach privacy or anti-spam laws and does not include misleading information and in no way infringes or violates anyone’s proprietary or intellectual property rights.

d. Private AI does not control the Content entered into, applied, or used via the Services and, as such, does not guarantee the accuracy, integrity or quality of any Content. You therefore agree that you will not hold Private AI responsible or liable for any inaccuracies, errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of or reliance upon any Content posted, e-mailed, transmitted or otherwise made available via the Services.

• 7. Indemnification

You agree to indemnify and hold harmless Private AI, its Affiliates, and each of their respective officers, directors, employees, attorneys, and agents (collectively “Private AI Group”) from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with your: (i) violation or breach of these Terms or any applicable law or regulation, whether or not referenced herein; (ii) violation of any rights of any third party, (iii) use or misuse of the technology and/or Services or by any other Person as a result of access to the Services provided by Private AI to you; (iv) use of the Services in combination with data, software, hardware, or other technology not provided by Private AI or authorized by Private AI in writing; (v) your Content and any other Operational Data; (vi) Modifications to the Services not made by Private AI; or (iv) use of any version other than the most current version of the Services or Documentation delivered to you, provided that you may not settle any claim against Private AI unless such settlement completely and forever releases Private AI from all liability with respect to such claim or unless Private AI consents to such settlement, and further provided that Private AI will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice. 

• 8. Liability

The legislation of certain jurisdictions does not allow for certain exclusions of liability, so that some of the provisions within these Terms may not apply. For the avoidance of doubt, none of these Terms will affect Private AI’s applicable statutory rights.  The parties acknowledge that the following provisions of this Article 8 reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

a. The use of the technologies and services provided by Private AI is at your sole risk. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by Private AI, directly or indirectly, whether such access or use is permitted by or in violation of these Terms.  

b. THE TECHNOLOGIES AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY GUARANTEES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND (WHETHER EXPRESSED OR IMPLIED), ALL OF WHICH ARE HEREBY DISCLAIMED BY PRIVATE AI TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PRIVATE AI DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT (I) THE TECHNOLOGIES AND SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE TECHNOLOGIES AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (III) ANY PRODUCT, TECHNOLOGY, SERVICE, INFORMATION, OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH THE TECHNOLOGIES AND SERVICES PROVIDED BY PRIVATE AI WILL MEET YOUR EXPECTATIONS OR BE OF A CERTAIN QUALITY.

c. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PRIVATE AI BE LIABLE FOR ANY (i) PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES; (ii) LOSS OF PROFITS, REVENUES, ECONOMIC ADVANTAGE, GOODWILL, LOSS OF OR DAMAGE TO DATA, OPPORTUNITY OR SALES, DAMAGES FOR PERSONAL INJURY, OR FOR ANY OTHER INTANGIBLE LOSSES; (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (III) UNAUTHORIZED ACCESS TO, LOSS, OR ALTERATION OF YOUR TRANSMISSIONS OR DATA SUBMITTED TO OR RECEIVED FROM THE TECHNOLOGIES OR SERVICES, IN EACH CASE, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, WHETHER IN CONTRACT OR TORT LAW OR OTHERWISE. NOTWITHSTANDING ANY TERM HEREIN OR OTHERWISE, IN NO EVENT WILL PRIVATE AI’S AGGREGATE LIABILITY IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE TECHNOLOGIES AND SERVICES PROVIDED BY PRIVATE AI EXCEED THE AMOUNT PAID OR PAYABLE TO PRIVATE AI, BY YOU, IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH CLAIM.

d. Private AI may distribute certain Third-Party Products with the Services. For purposes of these Terms, such Third-Party Products are subject to their own licence terms and the applicable flow-through provisions. If you do not agree to abide by the applicable terms for such Third-Party Product, then you should not install or use such Third-Party Products. 

e. The Services includes Open-Source Components licensed under applicable open-source licenses (each, an “Open-Source Licence”). You understand and acknowledge that such Open-Source Components are not licensed to you pursuant to the provisions of these Terms and that these Terms may not be construed to grant any such right and/or license. Any use of the Open-Source Components by you shall be governed by, and subject to, the terms and conditions of the Open-Source Licence(s).

• 9. Usage Rights

The Website and other Services are for your personal and non-commercial use only and solely for the purposes of determining the suitability of the Additional Services for purchase (the “Permitted Use”).  Subject to your compliance with these Terms, Private AI grants to you a revocable, limited, non-exclusive, non-sublicensable, and non-transferable licence during the Term to: (i) use the Services solely for the Permitted Use; and (ii) use and make a reasonable number of copies of the Documentation solely for your internal business purposes in connection with your use of the Services. Any copies of the Services or Documentation: (x) remains Private AI’s exclusive property; (y) are subject to these Terms; and (z) must include all copyright or other proprietary rights notices contained in the original. 

a. You are solely responsible for all costs and expenses you may incur in relation to your use of the Website or other Services and shall be solely responsible for keeping your password and other account details confidential. You shall not use the Services or Documentation for any purposes beyond the scope of the licence granted in these Terms. Without limiting the foregoing and except as otherwise expressly set forth in these Terms, you shall not at any time, directly or indirectly or permit any Person to: 

i. copy, Modify, or create derivative works of the Services or the Documentation, in whole or in part; 

ii. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or the Documentation;

iii. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part;

iv. remove any proprietary notices from the Services or the Documentation; 

v. use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;

vi. interfere with or disrupt our Services, including by circumventing any rate limits or bypassing any protective measures or safety mitigations we put on our Services;

vii. exceed any processing volume or other restrictions, which Private AI may implement from time to time in its sole discretion, with respect to the Website or the Services; or 

viii. use: 

1. 1. 1. 1. the Website or other Services to distribute viruses or malware or other similar harmful software code;
         2. the Website or other Services to defame or disparage anybody or make comments of an obscene, derogatory or offensive manner or otherwise use the Website in a way that brings us or any third party into disrepute or causes us to be liable to any third party;
         3. the Services or Documentation other than for the Permitted Use or in any manner or for any purpose or application not expressly permitted by these Terms; 
         4. any Open-Source Components in any manner or for any purpose or application not expressly permitted by the controlling Open-Source Licence; 
         5. output from the Services to develop models that compete with Private AI; or 
         6. any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction;  or

ix. use the Services in or in connection with the design, construction, maintenance, operation, or use of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage;

x. use the Services for purposes of: 

1. 1. 1. 1. benchmarking or competitive analysis of the Services, without the prior written consent of Private AI;
         2. developing, using, or providing a competing software product or service; or 
         3. any other purpose that is to Private AI’s detriment or commercial disadvantage; or 

xi. bypass or breach any security device or protection used for or contained in the Services or Documentation; or

xii. nefarious purposes.

b. Private AI reserves the right to prevent or suspend your access to the Website or any other Services for any reason, without notice and at any time (unless otherwise required by law), including, inter alia, if you do not comply with any part of these Terms or any applicable law, or if you exceed or are otherwise in breach of any processing volume or other use restrictions imposed that we may impose from time to time with respect to the Service or any part thereof, in our sole and absolute discretion from time to time.

c. Private AI reserves all rights (which include without limitation all IP Rights) not expressly granted to you in these Terms. Nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any IP Rights or other right, title, or interest, in or to the Services, other than as necessary to enable you to access the Services for the Permitted Use. 

d. The Services may contain technological measures designed to prevent unauthorized or illegal use of the Services. You acknowledge and agree that: (i) Private AI may use these and other lawful measures to verify your compliance with these Terms and enforce Private AI’s rights, including all IP Rights, in and to the Services; and (ii) Private AI may deny any Person access to, or use of, the Services, if Private AI, in its reasonable discretion, believes that Person’s use of the Services would violate any provision of these Terms.

e. You represent and warrant to, and covenant with Private AI that: (i) you have full power and all necessary rights to enter into these Terms; (ii) your  use of Services, Deliverable and Documentation will at all times comply with all applicable laws applicable to you and will not cause Private AI to be non-compliant with any applicable laws; (iii) you shall use the Services and Documentation only in compliance with Private AI’s standard published policies then in effect; (iv) you have obtained all applicable consents, and permissions and otherwise have all authority, in each case as required by and in compliance with applicable law to enable Private AI to provide the Services; (v) you will only provide Private AI with Personal Information if needed by Private AI to provide the Services; and that (vi) your Content and any other Operational Data: (a) will only contain data and other information including without limitation Personal Information in respect of which you have provided all notices and disclosures, obtained all applicable consents and permissions and otherwise have all authority, in each case as required by and in compliance with applicable laws, including applicable privacy laws, to enable Private AI to provide the Services, including without limitation with respect to the collection, storage, access, use, disclosure, processing, transmission, and transfer of Personal Information,  including by or to Private AI and to or from all applicable third parties; and (b) will not infringe, misappropriate, or otherwise violate any IP Rights, or any privacy or other rights of any third party or violate any applicable law.

By using the Services, you further agree that:

• – You will not assign or otherwise transfer your account to any other person or legal entity;
• – You will not copy or distribute the Website without written permission from Private AI;
• – You will provide us with whatever proof of identity we may reasonably request; and
• – You will not access the Services with unauthorized devices.

• 10. Waiver and Severability of Terms

Private AI’s failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction or arbitrator to be invalid, the parties nevertheless agree that the court or arbitrator should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

• 11. Termination 

The term of these Terms begins on the day you access the Website or otherwise commence using the Services and continues unless terminated by you or Private AI as provided herein (the “Term”). 

a. Either Party may terminate the Terms upon written notice to the other Party for any reason at any time. Without limiting any other remedies, we may suspend or terminate your account(s) or the Terms for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms will be without prejudice to any rights or obligations which arose prior to the date of termination.

b. Upon expiration or earlier termination of this Agreement: (i) any rights or licences granted hereunder will also terminate, and, without limiting your obligations under this Agreement, you shall immediately cease (and ensure that all Persons accessing the Services by or through you immediately cease) using and delete, destroy, or return all copies of the Software and Documentation and certify in writing to Private AI that the Software and Documentation has been deleted or destroyed; and (iii) all fees due and payable and any amounts due to Private AI are immediately due and are to be immediately paid by you to Private AI. No expiration or termination will affect your obligation to pay all fees that may have become due before such expiration or termination, or entitle you to any refund.

c. This Section 11 (c), the Terms Exhibit A (Definitions), Section 5 (Confidential Information), Section 6 (Intellectual Property), Section 7 (Indemnification), Section 8 (Liability), Section 9, and Section 10, and Section 17 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

• 12. Termination of Your Account

Where the usage of the Services requires signing up for an account, these Terms are effective upon you accessing the Website or commencing to use the Services via your account, whichever is earlier, and shall remain effective until terminated by you or Private AI. Upon termination of these Terms, Private AI will delete your account, including your access to the customer portal.

• 13. Effects of Termination of Your Account 

Where the usage of the Services requires signing up for an account, the information on your account will be kept according to our Privacy Statement and data retention practices, and pursuant to applicable law. 

• 14. Use of Services

You have to be at least the age of majority in your jurisdiction of residence in order to use the Services. If you reside in a jurisdiction that restricts the use of the Services because of your age or restricts your ability to enter into contracts such as this one due to age, you must abide by such age limits and you must not use the Services.

• 15. Security & Verification

If you are required to sign up for an account to use our Services, including but not limited to the PrivateGPT UI Version and our SaaS API, you agree to:

a. protect your password

b. keep confidential any identification that we may provide you which allows access to the Services

c. take full responsibility for your account

d. not authorize a third party or legal entity to use your account

e. be solely responsible for any and all activities that occur under your profile

f. immediately change your password upon learning of any unauthorized use of your profile or any other breach of security and immediately notify us of such a breach

g. Provide valid payment information, where applicable

h. provide additional information for identity verification purposes to the satisfaction of Private AI in order to process your personal information access, rectification, and deletion requests

You warrant that the information you provide to us is accurate and complete and that you will keep the information current as long as you use the Services. Private AI is entitled at all times to verify the information that you have provided and to refuse use of the Services without providing reasons.

• 16. Electronic Messages

In accordance with our Privacy Statement and in connection with your use of the Services, Private AI may send you electronic messages. These electronic messages may be sent for various reasons, including to notify you of future product releases, to convey security information, or to convey changes to our Privacy Statement and/or our Terms. We only send you those messages if you have previously subscribed to our newsletter. You can unsubscribe at any time by following the instructions that accompany each newsletter through its unsubscribe link.

• 17. Purchases & Fees

You will pay all fees applicable to your subscription and any other applicable fees relating to the Services or use thereof.  

Unless otherwise agreed in writing by us including pursuant to the terms of any License Agreement), if you use any fee based Services, you must provide and keep complete and accurate billing information, including a valid payment method, on file with us for all incurred and recurring fees. We will charge all applicable fees to such valid payment methods authorized by you and will continue to charge such payment methods until the applicable Services are terminated and any and all outstanding fees have been paid in full.  Unless otherwise indicated, all fees and other charges are in Canadian dollars. If you have any issues with your order, please contact us at support@private-ai.com. 

Valid payment options may include third-party service providers (“Payment Processors”) such as Stripe. The processing of payments or credits, as applicable, in connection with your use of the Services will be subject to the terms, conditions and privacy policies of your payment card issuer in addition to these Terms. Private AI is not responsible for any errors by the Payment Processor.

• 18. Third-Party Interactions 

Our Services contain links to other independent third-party websites that we do not control. These websites are merely provided as a convenience and take you off our Website. The websites you can link to have their own separate terms and conditions as well as privacy policies. You therefore visit or access these websites entirely at your own risk. Private AI is not responsible and cannot be held liable for these websites and content, and does not endorse their content. Private AI reserves the right to limit at our sole discretion, the provisions and quantity of any feature, product or service to any person or geographic area.

Please note that these other websites may also send their own cookies to users, collect data, or solicit personal information, and you are therefore advised to check the terms of use and privacy policies on those websites prior to using them.

• 19. Modification of the Services and Terms

Private AI reserves the right, at its sole discretion to change, suspend, or discontinue the Services (including without limitation, the availability of any feature or content) at any time. Private AI may also impose limits on certain features and Services or restrict your access to parts or all of the Services without notice or liability.

WE RESERVE THE RIGHT, AT OUR SOLE DISCRETION, TO MODIFY OR REPLACE ANY OF THESE TERMS. IF WE CHANGE THESE TERMS, WE WILL PROVIDE NOTICE TO YOU BY POSTING THE REVISED TERMS ON OUR WEBSITE AND BY INDICATING AT THE TOP OF THIS PAGE THE DATE THESE TERMS WERE LAST UPDATED. SUCH CHANGES WILL BE EFFECTIVE WHEN THE REVISED TERMS ARE POSTED TO OUR WEBSITE, UNLESS THE JURISDICTION IN WHICH YOU RESIDE REQUIRES YOU TO HAVE 30 DAYS PRIOR NOTICE. IN THE LATTER CASE, THE EFFECTIVE DATE OF THE REVISED TERMS WILL BE 30 DAYS AFTER THEY ARE POSTED ON THE WEBSITE.  YOU SHOULD CHECK THE TERMS FREQUENTLY FOR ANY REVISIONS, AND ESPECIALLY BEFORE YOUR USE OF THE SERVICES. BY CONTINUING TO ACCESS OR USE THE SERVICES AFTER THOSE REVISIONS BECOME EFFECTIVE, YOU AGREE TO BE BOUND BY THE REVISED TERMS. IF YOU DO NOT AGREE TO THE NEW TERMS, IN WHOLE OR IN PART, YOU ARE NO LONGER AUTHORIZED TO ACCESS OR USE THE SERVICES.

DEFINITIONS

“Content” means your trademarks, copyright content, and any text, images, video, audio or other multimedia content, software or other information or material submitted to, subsisting on or accessible from the Website or any other Services, that has been provided or made available by you to Private AI.

“Documentation” means Private AI’s documentation relating to the Services or Additional Services, as the case may be, available at https://www.private-ai.com/docs/ or any successor URL as may be updated by Private AI from time to time.

“Intellectual Property” is defined as anything that is or may be protected by any IP Right such as, but not limited to, works, performances, discoveries, inventions, trademarks (including trade names and service marks), domain names, industrial designs, trade secrets, data, tools, templates, technology (including software in executable code and source code format), training data (provided and/or annotated by Private AI), processes, machine learning models, algorithms, documents or any other information, data, or materials and the expression of the foregoing and Confidential Information.

“IP Right” is any right that is or may be granted or recognized under any Canadian or foreign legislation regarding patents, copyrights, neighbouring rights, moral rights, trademarks, trade names, service marks, industrial designs, mask work, integrated circuit topography, privacy, publicity, celebrity, and personality rights, and any other statutory provision or common or civil law principle regarding intellectual and industrial property, whether registered or unregistered, and including rights in any application for any of the foregoing.

“Modifications” means modifications, improvements, customizations, patches, bug fixes, Updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.

“New Product” means any new product that Private AI may from time to time introduce and market generally as a distinct licensed product and which Private AI may make available to you at an additional cost.

“Operational Data” has the meaning set out in Section 6 of the Terms.

“Open-Source Components” means any software component that is subject to any open-source copyright licence agreement, including any GNU General Public License or GNU Library or Lesser Public License, or other obligation, restriction, or licence agreement that substantially conforms to the Open Source Definition as prescribed by the Open Source Initiative or otherwise may require disclosure or licensing to any third party of any source code with which such software component is used or compiled.

“License Agreement” is a written agreement between you and Private AI or you and a reseller authorized by us or other marketplace permitting use of Additional Services or providing for the provision of support or other professional services. A License Agreement may be an online click-through agreement, a separate “Order Form,” an End User Licensing Agreement provided by a cloud marketplace, or a “Statement of Work”.

“Permitted Use” has the meaning provided in Section 9.

“Person” means an individual, corporation, unlimited liability company, partnership, joint venture, governmental authority, unincorporated organization, trust, association, or other entity.

“Personal Information” or “PII” means any information which relates to a natural person and allows that person to be identified, either directly or indirectly.

“Services” has the meaning provided in the preamble of these Terms.

“Third-Party Products” means any third-party products provided with or incorporated into the Services, including any Open-Source Components.

“Updates” means any update, upgrade, release, or other adaptation or Modification of the Services, including any updated Documentation, that Private AI may provide to you from time to time during the Term. The term “Updates” does not include any New Product.