Terms and Conditions of Use
Canary AI Corp. and SeedLinc LLC are providing the CANARY™ app at your request and for your personal use at Licensor’s pleasure under the following terms of use that you agree to by accepting a copy of and using the App (“Terms of Use”).
1. PARTIES
a. “Licensor” means both Canary AI Corp., a Delaware corporation (“Canary”) and SeedLinc LLC, a New York limited liability company (“SeedLinc”).
b. “You” means the individual or entity that downloaded and installed the current copy of the CANARY™ application (“the App”) on any device, such as a smart phone, tablet, computer, or mobile device.
2. REPRESENTATION AND AGREEMENT : These Terms of Use serve as a binding, legal contract between you and Licensor. In proceeding with any use of the App, you represent that (1) You are at least 18 years of age and otherwise capable of entering this contract under applicable law and (2) You have read, understand, and agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, do not download, install or use the App.
3. PERSONAL LICENSE (Limitations on Use): You, and only You, are granted a personal, non-exclusive, non-transferable, non-sublicensable, limited and revocable license to use the copy of the App provided to You for the purpose of testing its performance in tracking, aggregating and filtering social media and other internet postings (“Licensed Use”).
a. No modification, copying or transfer. You may not modify, transfer, redistribute, sublicense or create derivative works of the App, except for ordinary back-up of the device in which it is installed.
b. No reverse engineering or disclosure. You agree not or attempt to reverse-engineer, disassemble, derive, or analyze the source code of the App, or any parts thereof, or to disclose its functions or those of the CANARY™ service beyond what the SeedLinc has demonstrably disclosed to the public.
c. Termination of license. The Licensed Use shall be terminated upon the earliest of (i) notice to you by Licensor, or (ii) automatically without notice upon breach by You of any of these Terms of Use or of any proprietary rights of Licensor such as patents, copyrights, trademarks or trade secrets. Upon Termination, You shall cease all use and will delete all copies, full or partial, of the App.
4. OWNERSHIP. All copyright, trademarks, design rights, patents and other intellectual property rights (registered and unregistered) in and on the CANARY™ service and the App belong to Licensor. Licensor reserves all of its rights to the CANARY™ service and the App. Nothing in this Terms of Use grants You a right or license to use any trademark, design right or copyright owned or controlled by Licensor, except as expressly provided.
5. PRIVACY. You agree that your usage of the App (including information entered or retrieved) will be collected and tracked by Licensor for testing and optimization of performance and will be used to develop the network links and technology supporting the App. However, except as required to maintain, update, and provide You with the App, Licensor will not disclose or sell Your personally-identifiable information to any third party without Your consent.
6. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless Licensor, its officers, directors, agents, partners, affiliates, subsidiaries, licensors, suppliers, and any third party providers to the App against any and all claims, obligations, losses, expenses, liabilities, damages, and costs (including, but not limited to, reasonable attorneys’ fees), direct or indirect, known or unknown, incurred in relation to, arising from or related to: (i) Your use of the App; or (ii) Your violation of the Terms of Use, any applicable law or regulation, or the rights of any third party.
7. DISCLAIMERS. LICENSOR CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT THE APP WILL BE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU ARE ASSUMING TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE APPLICATION.
THE APP MAY CONTAIN TECHNICAL INACCURACIES AND/OR TYPOGRAPHICAL ERRORS. LICENSOR MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF THE APP OR THE RELIABILITY OF ANY INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE APP. YOU ACKNOWLEDGE THAT ANY RELIATN ON ANY SUCH INFORMATION SHALL BE AT YOUR OWN RISK. LICENSOR RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE APP. LICENSOR MAY MAKE ANY OTHER CHANGES TO THE APP, OR IT INFORMATION, PROGRAMS, SERVICES, OR PRICES (IF ANY) AT ANY TIME WITHOUT NOTICE.
THE APP IS PROVIDED “AS IS” AND THE SERVICE ON AN “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN WARRANTIES, SO THE DISCLAIMERS SET FORTH ABOVE MAY NOT APPLY TO YOU. IN SUCH CASE, SUCH EXCLUSIONS OR LIMITATIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
8. LIMITATION OF LIABILITY. LICENSOR ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTURRUPTION, DELETION, DEFECT, OR DELAY IN CONNECTION WITH YOUR ACCESS OR USE OF THE APP. LICENSOR IS NOT RESPONSIBLE FOR ANY PROBLEMS WITH OR TECHNICAL MALFUCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, HARDWARE, SOFTWARE, TECHNICAL PROBLEMS, OR TRAFFIC CONGESTION. IN NO EVENT SHALL LICENSOR OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, AGENTS, OR EMPLOYEES BE LIABLE TO ANY PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOSS OF REVENUE, LOSS OF USE, COST OF REPLACEMENT GOODS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR PROGRAMS, OR LOSS OR DAMAGE TO OTHER DATA) THAT ARE RELATED TO YOUR ACCESS OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE APP, EVEN IF LICENSOR IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE APP IS TO STOP USING THE APP. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH CASE, SUCH EXCLUSIONS OR LIMITATIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
9. MISCELLANEOUS
a. Entire Agreement. These Terms of Use set forth the entire agreement between the parties. They supersede all prior or contemporaneous representations, understandings, agreements, or communications between You and Licensor, whether written or verbal, regarding the subject matter of this agreement. You may not assign your rights under these Terms of Use without Licensor’s prior written consent and any attempt to do so without such consent will be null and void and given no force or effect.
b. Modification. Licensor reserves the right to make modifications of these Terms of Use, including by email or posting to a designated webpage, which may be made at Licensor at any time and at its sole discretion without other notice. Continued use of the App following the posting of these changes or modifications will constitute an acknowledgment and agreement by You of such changes or modifications.
10. DISPUTE RESOLUTION
a. Choice of Law. These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles and excluding the United Nations Convention on Contracts for the International Sale of Goods.
b. Arbitration. Any dispute over the subject matter of these Terms shall be decided by arbitration in New York City. The American Arbitration Association (AAA) will administer the arbitration.
c. Irreparable Harm. You acknowledge and agree that a breach of subsection 3(a) or 3(b) will result in irreparable harm to Licensor and that an injunction would be appropriate to limit such harm.
d. Severability. If for any reason a provision, or portion thereof, is found to be unenforceable, the remainder of this agreement shall continue in full force and effect.