Terms of Service

Agreement to Our Legal Terms

We are Tablise Technologies Inc., doing business as Virvell ("Virvell", "we", "us", "our"), a company registered in Canada.

We operate the website https://virvell.ai/ (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").

Virvell is an AI-powered conversational intelligence platform for talent teams that automates critical hiring conversations across the employee lifecycle. Our platform uses voice AI technology to conduct structured conversations at scale, providing behavioral insights and analytics to help companies make better hiring decisions and manage talent effectively.

You can contact us by email at hello@virvell.ai or by mail at 18 King Street E., #1400, Toronto, Ontario, Canada.

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Tablise Technologies Inc., concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. If you do not agree with all of these Legal Terms, then you are expressly prohibited from using the Services and you must discontinue use immediately.

We will provide you with prior notice of any scheduled changes to the Services you are using. The modified Legal Terms will become effective upon posting or notifying you by email. By continuing to use the Services after the effective date of any changes, you agree to be bound by the modified terms.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

We recommend that you print a copy of these Legal Terms for your records.

Our Services

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

Customer Data

We will maintain certain data that you transmit to the Services for the purpose of providing, securing, and improving the performance of the Services, as well as data relating to your use of the Services ("Customer Data"). You are responsible for the accuracy, quality, and legality of Customer Data and for obtaining any rights, permissions, and consents required to provide Customer Data to the Services.

We use reasonable measures designed to protect Customer Data against unauthorized access, use, alteration, or disclosure, and we perform routine backups consistent with our standard practices. However, you acknowledge that no system can be completely secure or error-free and that data may be lost, corrupted, delayed, or become temporarily unavailable.

To the maximum extent permitted by law, we will not be liable for any loss or corruption of Customer Data except to the extent caused by our fraud or willful misconduct, or our breach of the Confidentiality obligations in these Legal Terms. Any liability relating to Customer Data is subject to the "Limitations of Liability" section.

Intellectual Property Rights

Our Intellectual Property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in Canada and around the world.

The Content and Marks are provided in or through the Services "as is" for your internal business purpose only.

Your Use of Our Services

Subject to your compliance with these Legal Terms, including the "Prohibited Activities" section below, we grant you a non-exclusive, non-transferable, revocable license to:

• access the Services; and
• download or print a copy of any portion of the Content to which you have properly gained access,

solely for your internal business purpose.

Except as set out in this section or elsewhere in these Legal Terms, you may not copy, reproduce, aggregate, republish, upload, post, publicly display, encode, translate, transmit, distribute, sell, license, or otherwise exploit the Services, Content, or Marks in a manner that: (a) is not for your internal business purpose; (b) makes the Services, Content, or Marks available to any third party on a standalone basis (including resale, sublicensing, rental, lease, timesharing, or service bureau use); (c) is for the purpose of developing, offering, or supporting a competing product or service, including competitive benchmarking without our prior written consent; or (d) infringes or misappropriates our intellectual property rights.

If you wish to make any use of the Services, Content, or Marks other than as set out in these Legal Terms, please address your request to hello@virvell.ai. If we ever grant you permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these intellectual property rights will constitute a material breach of these Legal Terms and your right to use the Services may terminate in accordance with the "Term and Termination" section.

Your Submissions

Please review this section and the "Prohibited Activities" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

By directly sending us any question, comment, suggestion, idea, enhancement request, bug report, support request, or other information about the Services (collectively, "Support Content"), you grant us a perpetual, worldwide, irrevocable, transferable, sublicensable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Support Content for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. Nothing in these Legal Terms requires you to assign to us any ownership rights in your Support Content. To the extent permitted by applicable law, you waive any and all moral rights in Support Content. We will not publicly attribute Support Content to you without your consent.

You are responsible for what you post or upload. By sending us Support Content through any part of the Services you:

• confirm that you have read and agree with our "Prohibited Activities" and will not post, send, publish, upload, or transmit through the Services any Support Content that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
• to the extent permissible by applicable law, waive any and all moral rights to any such Support Content;
• warrant that any such Support Content is original to you or that you have the necessary rights and licenses to submit such Support Content and that you have full authority to grant us the above-mentioned rights in relation to your Support Content.

You should not include confidential information or Customer Data in Support Content unless we expressly request it through secure channels. You are solely responsible for your Support Content and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party's intellectual property rights, or (c) applicable law.

User Representations

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

User Registration

You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

Purchases and Payment

You may purchase the Services through an online checkout flow or through a written order form, statement of work, or similar ordering document that references these Legal Terms (each, an "Order Form"). The Order Form (or checkout flow) will describe your subscription plan, term, fees, billing cadence, applicable usage limits, and any additional commercial terms. If there is a conflict between an Order Form and these Legal Terms regarding fees, billing, subscription term, or commercial scope, the Order Form will control.

We accept the following forms of payment: Visa, Mastercard, American Express, and Discover. We may also support invoicing or other payment methods as specified in an Order Form.

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services, and to promptly update account and payment information (including email address, payment method, and payment card expiration date) so that we can complete your transactions and contact you as needed.

Fees are payable in the currency stated in the applicable Order Form or checkout flow. If no currency is stated, all payments shall be in U.S. dollars.

Fees are exclusive of applicable taxes. Taxes may include, without limitation, Canadian GST/HST and provincial sales taxes, and U.S. sales or use taxes. You are responsible for paying all such taxes and charges, except taxes based on our net income. If you are exempt from taxes, you must provide a valid exemption certificate and any other documentation reasonably required.

You agree to pay all charges at the prices then in effect for your purchases. Where you purchase through online checkout, you authorize us (and our payment processors) to charge your chosen payment method for any amounts due, including recurring charges for subscriptions, until you cancel in accordance with these Legal Terms or the applicable Order Form. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

The Services are delivered electronically. References to shipping fees, per-household purchase limits, and dealer/reseller restrictions do not apply unless expressly agreed in an Order Form.

Subscriptions

Billing and Renewal

Your subscription will continue and automatically renew unless canceled in accordance with the applicable Order Form or these Legal Terms. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you cancel the applicable subscription. The length of your billing cycle and subscription term will depend on the subscription plan selected at the time of purchase or stated in the applicable Order Form.

Unless otherwise stated in an Order Form, either party may prevent renewal by providing written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Cancellation

You can cancel your subscription at any time by logging into your account (if that functionality is available) or by contacting us at hello@Virvell.ai. Your cancellation will take effect at the end of the current paid term, unless otherwise stated in an Order Form. Except as required by applicable law or expressly stated in an Order Form, we do not provide refunds or credits for partial subscription periods, unused subscriptions, or downgrades.

Fee Changes

We may, from time to time, make changes to the subscription fees for future renewal terms. We will communicate any price changes in accordance with applicable law and, unless otherwise required by law or stated in an Order Form, such changes will not apply until the start of the next renewal term.

Late Payments and Suspension

If any undisputed payment is overdue, we may charge interest on the overdue amount at the lesser of 1.5% per month and the maximum rate permitted by law. If any undisputed amount remains overdue, we reserve the right to suspend access to the Services until all amounts are paid.

Prohibited Activities

You may access and use the Services for your internal business purposes in accordance with these Legal Terms and your subscription plan. You may not access or use the Services: (a) in any manner that violates applicable law or regulation; (b) to interfere with, disrupt, or degrade the Services or the networks or systems connected to them; (c) to circumvent or attempt to circumvent security or access controls; (d) to misuse the Services in a fraudulent, deceptive, harassing, or abusive manner; or (e) to develop, offer, or support a competing product or service, to benchmark or test the Services for competitive purposes without our prior written consent, or to otherwise use the Services in a way that competes with us.

As a user of the Services, you agree not to:

• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Use any information obtained from the Services in order to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Services.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person or use the username of another user.
• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
• Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
• Harass, annoy, intimidate, or threaten any of our employees or gents engaged in providing any portion of the Services to you.
• Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
• Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
• Use a buying agent or purchasing agent to make purchases on the Services.
• Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• Use the Services to resell, rent, lease, sublicense, timeshare, or otherwise make the Services available to any third party (including as a service bureau), or to provide the Services on behalf of or for the benefit of a third party, except as expressly permitted by an Order Form.
• Use the Services to advertise or offer to sell goods and services.
• Sell or otherwise transfer your profile.

User Generated Content

We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "User Generated Content"). User Generated Content may be viewable by other users of the Services and through third-party websites. When you create or make available any User Generated Content, you thereby represent and warrant that:

• The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your User Generated Content do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
• You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your User Generated Content in any manner contemplated by the Services and these Legal Terms.
• You have the written consent, release, and/or permission of each and every identifiable individual person in your User Generated Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your User Generated Content in any manner contemplated by the Services and these Legal Terms.
• Your User Generated Content is not false, inaccurate, or misleading.
• Your User Generated Content is not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
• Your User Generated Content is not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
• Your User Generated Content does not ridicule, mock, disparage, intimidate, or abuse anyone.
• Your User Generated Content is not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
• Your User Generated Content does not violate any applicable law, regulation, or rule.
• Your User Generated Content does not violate the privacy or publicity rights of any third party.
• Your User Generated Content does not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
• Your User Generated Content does not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
• Your User Generated Content does not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.

Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.

Employment Screening Services

This section applies to any employment-related screening services and tools made available through the Services, including reference checks, interview automation, voice or phone screening, recordings, transcripts, summaries, scoring, identity verification, background checks, and similar screening features (collectively, "Employment Screening Services").

You acknowledge and agree that you are solely responsible for how you use the Employment Screening Services and for complying with all laws, regulations, and industry requirements that apply to your recruitment, hiring, and employment practices. This includes, without limitation, applicable privacy laws in Canada and the United States, applicable human rights and anti-discrimination laws, and (where applicable) the U.S. Fair Credit Reporting Act ("FCRA") and similar state laws.

Authorized Use

You may use Employment Screening Services only for lawful employment-related purposes and only where you have a permissible purpose and legal authority to request, obtain, and use the applicable information, including any reports, recordings, or outputs. You must not use Employment Screening Services to violate the rights of candidates, employees, contractors, or references, or to make decisions or take actions that are unlawful or discriminatory.

Customer Responsibilities

You are responsible for providing all legally required notices and obtaining all legally required consents from candidates, employees, contractors, and references whose information is collected, processed, recorded, or evaluated through the Employment Screening Services. This includes, without limitation, any notices and consents required for audio or video recording, call monitoring, and the collection or use of Personal Information. If you do not have the required notices and consents, you must not use the applicable Employment Screening Services.

You are also responsible for ensuring that your job postings, candidate communications, interview scripts, workflows, and employment decision-making processes comply with applicable law, including requirements relating to transparency, record retention, and candidate rights.

Voice and Phone Screening

Certain Employment Screening Services may include voice or phone-based screening, call recordings, and transcription. Where a call or interview is recorded or monitored, you agree that: (a) you will provide required notices and obtain required consents, including any consent required in "all-party consent" jurisdictions; (b) if an individual does not consent, you will not proceed with recording-enabled features for that individual; and (c) you are responsible for complying with any rules about how recordings and transcripts may be used, stored, or disclosed.

We may provide technical features to support consent capture (for example, a consent prompt at the beginning of a call). If such a feature is provided, it is a tool to assist you and does not shift your compliance obligations.

Background Checks and Third-Party Screening Providers

The Employment Screening Services may enable you to request or obtain background checks, identity verification, or other screening information from third-party providers (each, a "Third-Party Screening Provider"). Third-Party Screening Providers operate under their own terms and privacy policies and are responsible for their own services, reports, and compliance obligations. Virvell does not prepare, issue, or control third-party consumer reports and does not guarantee their accuracy or completeness.

You are responsible for determining whether you are permitted to use a Third-Party Screening Provider in your jurisdiction and for complying with all obligations that apply to requesting, receiving, and using any third-party screening results. Where the FCRA or similar laws apply, you are responsible for providing any required disclosures, obtaining written authorizations, and carrying out required adverse action and related processes.

Adverse Action

Where required by law (including, without limitation, the FCRA and similar state laws), you are responsible for providing candidates with legally required notices and documentation before and after taking any adverse action based in whole or in part on screening information, including any required pre-adverse action and adverse action notices, copies of reports, and summaries of rights.

No Guaranteed Outcomes

Prohibited Uses

You may not use the Employment Screening Services to: (a) violate any applicable law or regulation; (b) unlawfully discriminate or retaliate; (c) collect or infer protected characteristics or sensitive traits in a manner prohibited by law; (d) misrepresent that automated outputs are definitive or determinative; or (e) circumvent required notices, consents, or candidate rights processes.

No Legal Advice

The Employment Screening Services and any related materials or outputs are provided for informational and operational purposes only and do not constitute legal advice. You should obtain legal advice regarding your compliance obligations and your use of Employment Screening Services.

Third-Party Websites and Content

The Services may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content.

Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services.

Services Management

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Customer Data or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

Privacy Policy

We care about data privacy and security. By using the Services, you agree to be bound by our Privacy Policy posted on the Services, which is incorporated into these Legal Terms. Please be advised that the Services are hosted in Canada and the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in Canada and the United States, then through your continued use of the Services, you are transferring your data to Canada and the United States, and you expressly consent to have your data transferred to and processed in Canada and the United States.

Term and Termination

These Legal Terms remain in effect while you use the Services or, if you purchase a subscription, until your subscription expires or is terminated in accordance with these Legal Terms or the applicable Order Form.

We may suspend access to the Services immediately, without prior notice, if we reasonably believe that: (a) your use of the Services poses a security risk to the Services or to any third party; (b) you are using the Services for unlawful purposes; (c) your use could subject us to liability; or (d) suspension is required by law or by a governmental authority. Where practicable, we will provide notice of a suspension and will lift the suspension when the circumstances giving rise to it have been resolved.

Either party may terminate these Legal Terms (or, if applicable, the applicable Order Form) for material breach by the other party if the breaching party does not cure the breach within thirty (30) days after receiving written notice describing the breach. We may terminate these Legal Terms immediately upon written notice if: (i) you fail to pay undisputed fees when due and do not cure within ten (10) days after written notice; (ii) you materially violate the "Prohibited Activities" section and the violation is not reasonably capable of cure; or (iii) your account has been suspended for thirty (30) consecutive days.

Upon termination or expiration, your right to access and use the Services will end. Upon your written request made within thirty (30) days after termination or expiration, we will provide you with a reasonable opportunity to export Customer Data from the Services, to the extent the Services support such export, except where prohibited by law or where doing so would compromise the security or integrity of the Services. After such period, we may delete Customer Data in accordance with our retention practices, except to the extent we are required to retain it by law, for legitimate business purposes, or in routine backups. Any retained Customer Data will remain subject to the confidentiality obligations in these Legal Terms.

Termination or expiration will not affect any rights or obligations that by their nature should survive, including, without limitation, payment obligations accrued prior to termination, confidentiality obligations, disclaimers, limitations of liability, dispute resolution provisions, and any provisions relating to ownership of intellectual property.

Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

Governing Law

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws rules.

Dispute Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Arbitration

Except for disputes eligible for small claims court or requests for injunctive relief as described below, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services will be finally resolved by binding arbitration administered by ADR Institute of Canada, Inc. (ADRIC) under its arbitration rules then in effect. The seat of arbitration will be Toronto, Ontario, and the arbitration will be conducted in English by one arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

Injunctive Relief

Either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent the actual or threatened misappropriation of its intellectual property or Confidential Information or unauthorized access to the Services, without waiving arbitration.

Class Action Waiver

To the fullest extent permitted by applicable law, the parties agree that disputes will be brought on an individual basis and not as a class, collective, consolidated, or representative action.

Limitation

Any claim must be brought within one (1) year after the cause of action arises, unless applicable law requires a longer period.

Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

Disclaimer

The Services are provided on an as-is and as-available basis. You agree that your use of the Services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the Services and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of the Services' content or the content of any websites or mobile applications linked to the Services and we will assume no liability or responsibility for any (1) errors, mistakes, or inaccuracies of content and materials, (2) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Services, (3) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (4) any interruption or cessation of transmission to or from the Services, (5) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Services by any third party, and/or (6) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Services.

We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Services, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

Confidentiality

For purposes of these Legal Terms, "Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other party ("Recipient") that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, the Services and any non-public information about them, security information, pricing, product plans, business and technical information, Customer Data, and the terms of any Order Form. Confidential Information does not include information that the Recipient can demonstrate: (a) is or becomes publicly available through no breach of these Legal Terms; (b) was lawfully known to the Recipient without restriction before receiving it from the Discloser; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

The Recipient will use the Discloser's Confidential Information only as necessary to perform its obligations and exercise its rights under these Legal Terms, and will protect the Discloser's Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but no less than reasonable care. The Recipient will not disclose the Discloser's Confidential Information to any third party except to its employees, contractors, and professional advisors who have a need to know for purposes of these Legal Terms and who are bound by confidentiality obligations at least as protective as those in this section.

If the Recipient is required by law, regulation, or court order to disclose any Confidential Information, the Recipient will (to the extent legally permitted) provide the Discloser with prompt written notice of the required disclosure and reasonably cooperate, at the Discloser's expense, with any effort to seek confidential treatment or a protective order. The Recipient will disclose only the minimum amount of Confidential Information required and will use reasonable efforts to ensure the disclosed information is treated confidentially.

Upon termination or expiration of these Legal Terms, and upon the Discloser's written request, the Recipient will promptly return or delete the Discloser's Confidential Information in its possession or control, except that the Recipient may retain Confidential Information as required to comply with applicable law or for routine archival backups, provided that any retained Confidential Information will remain subject to the confidentiality obligations in this section.

The obligations in this section begin on the Effective Date and continue during the term of these Legal Terms and for as long as the Confidential Information remains confidential.

Limitations of Liability

To the maximum extent permitted by law, except for (i) a party's fraud or willful misconduct, (ii) Customer's payment obligations, or (iii) a party's breach of the Confidentiality provisions above, in no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the Services, even if we have been advised of the possibility of such damages.

Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to us during the six (6) month period prior to any cause of action arising. Certain US state laws and international laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply to you, and you may have additional rights.

Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Legal Terms; (3) any breach of your representations and warranties set forth in these Legal Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

Electronic Communications, Transactions, and Signatures

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Services. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

Miscellaneous

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.