Terms of Service

CHARLIAI END USER LICENSE AND TERMS OF USE Last Updated: July 29, 2024.

THIS AGREEMENT FORMS A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND CHARLIAI INC. WITH RESPECT TO YOUR USE OF ANY OF OUR PRODUCTS OR SERVICES. PLEASE READ IT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS DISCLAIMERS, LIMITATIONS AND EXCLUSIONS OF OUR LIABILITY TO YOU, AND INDEMNITIES THAT YOU GIVE US. YOUR USE OF OUR PRODUCTS OR SERVICES SIGNIFIES YOUR ACCEPTANCE OF THIS AGREEMENT.‎

YOU MAY NOT USE THE APPLICATION OR THE SERVICES IF YOU ARE UNDER THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU ARE RESIDENT (I.E., IF YOU ARE A MINOR), OR IF YOU DO NOT AGREE TO BE FULLY BOUND BY THESE TERMS.

This CharliAI End User License and Terms of Use agreement (this “Agreement”) governs your access to and use of any materials, reports, content or services provided through the website, online service and smartphone application (or any combination of those) relating to the product known as Charli AI (collectively, the “Application”), owned or operated by CharliAI Inc. (“Company” or “us”). Through the Application, Company offers, among other things, an online service that provides productivity capabilities to perform financial research and administrative tasks in an automated fashion, including related online services (collectively, together with the Application, the “Services”). By downloading, accessing or using the Application, or by accessing or using the Services, including any content generated therefrom, you accept and agree to be bound by this Agreement.

1. Amendments to Agreement. We reserve the right to change, modify, add, or delete portions of this Agreement in our sole discretion from time to time without further notice. If we do this, we will post the latest version of this Agreement on the Application in the same place that you are reading this (or from which we will link to the latest version), and we will indicate at the top of such page the date of the last update to this Agreement. Your continued use of the Services, which use includes your continuing to make available your User Content (defined below) through the Services or any use of the Application, after any such change, modification, addition or deletion constitutes your acceptance of the Agreement as then revised. If you do not agree to abide by this or any future version of the Agreement, do not use or access the Services or the Application. While we will use reasonable means to attempt to deliver you notice of material changes, it is your responsibility to regularly check this page to determine if there have been changes to this Agreement and to review such changes.
   
   
2. Modifications to the Services or Application. We reserve the right at any time and from time to time to perform maintenance on, to add to, to remove from, to make upgrades and updates to, to suspend, and to modify the Services, including the Application, or any part thereof with or without notice. NOTWITHSTANDING ANY PROVISION HEREIN, YOU AGREE THAT WE WILL NOT BE LIABLE IN ANY MANNER TO YOU OR TO ANY THIRD PARTY FOR ANY SUCH MAINTENANCE, ADDITION, REMOVAL, UPGRADE, UPDATE, SUSPENSION OR MODIFICATION.
   
   
3. Registration Data; Account Security. Use of the Application requires user registration. Users may register for Services through the Application by creating an account (each, a “User Account”). You are responsible for any and all use of your User Account, including any action that takes place using your User Account by any person or automated process, and as such you are responsible for maintaining the confidentiality and security of the password to your User Account, and immediately notifying us upon any unauthorized use of your password or your User Account.
   
   
   • (a) Account Information. As part of creating a User Account or requesting or, having done so, using or requesting any Services, you will provide us with accurate, current and complete information about you and the Services as may be prompted by any registration forms or prompts through the Service, as well as any other information you provide to us (collectively, “Account Information”). You agree to maintain and promptly update your Account Information from time to time, to keep it accurate, current and complete at all times.
     
     
   • (b) Confirmation. USERS ARE, AND COMPANY IS NOT, RESPONSIBLE FOR THE VERACITY AND RELIABILITY OF ALL ACCOUNT INFORMATION, INCLUDING INFORMATION YOU MAY LEARN ABOUT OTHER USERS THROUGH THE SERVICES. If we deem it necessary in our sole discretion, we may independently verify or ask you for proof of any Account Information. If you are unable to provide proof, we reserve the right, at our sole discretion, to halt your registration or terminate your User Account, or suspend or limit your access to any Services. We do not have the obligation to do the foregoing, and do not assume responsibility for a failure to verify or confirm any Account Information.
     
     
   • (c) Requirements. By creating or using a User Account or otherwise using the Services, you signify that you are of the age of majority: you may not use the Services if you do not meet those conditions. You may register on behalf of a corporate entity; however, you acknowledge and agree that by registering for a User Account in such a capacity, you are authorized to enter into this Agreement on behalf of, and bind that entity to, this Agreement.
     
     
4. Fees. By creating a User ‎Account, you agree to pay the fees detailed located at https://charli.ai/due-diligence-pricing-page ‎‎(the “Fees”), as invoiced on a monthly or annual basis. ‎You acknowledge and agree that the pricing and Fees are exclusive of any applicable taxes and ‎may be ‎updated or amended from time to time upon reasonable notice to you. ‎Your continued use of the ‎Services following such notice constitutes your acceptance of any ‎new or increased charge or Fee. All ‎Fees are due and payable in accordance with the payment instructions provided at https://charli.ai/due-diligence-pricing-page. Failure to timely pay ‎Fees, including failing to maintain accurate billing information, will be deemed a material breach of these Terms and we may, but ‎are not ‎obligated to, terminate or cancel your access to the Services, or any Service, in our sole ‎‎discretion. ‎
   
   
5. Cancelling or Downgrading a Subscription. You may cancel or downgrade the subscription associated with your User Account at any time by contacting support at support@charli.ai. We will email you confirmation of ‎cancellation or downgrade. No ‎cancellation or downgrade is valid until you have received this email confirmation. Once cancelled or downgraded, access to your current subscription Service level will cease at the end of the term, which is one year at a minimum, as confirmed by us.
   
   
6. Refund Policy. All Fees are non-refundable. We will not provide refunds or credits for any partial subscription periods or unused Services. As noted above, if you cancel your subscription, you will not be refunded or credited any portion of your last paid Fees, however, you will be able to access your User Account until the end of the current subscription term.
   
   
7. Privacy. We care about the privacy of our users and take steps to protect it. You can view our privacy policy here: www.charli.ai/privacy-policy, which describes how we may use, access, preserve, store, transfer and disclose your personal information, including personal information contained in Account Information. You further acknowledge that the Application uses (and, through it, the Services use) the Internet and other third-party networks, and that, accordingly, any information or communications may be processed or transmitted over various networks outside of our control and for which we do not have any responsibility.
   
   
8. Our License to You. Provided that you are eligible for use of the Services, and that you agree to this Agreement, we hereby grant you a limited, personal, non-transferable, revocable (at any time with or without notice or cause) and non-exclusive right and license to access and use the Services, including the Application and Service Content (defined below), solely for your individual, or internal organizational, use (that is, on your own behalf, and not in a manner that commercially exploits the Services outside of your individual use or within your corporation or organization, as applicable) (the “Permitted Purpose”), subject to all of the terms and conditions of this Agreement (including the limitations set-out in Sections 9(f) and 9(g)) and provided that you keep all copyright or other proprietary notices intact. You agree to respect all copyright and other legal notices, information, and restrictions contained in any Content (defined below) accessed through the Application. You further agree not to change, translate, or otherwise create any derivative works of the Services, the Application or the Service Content. You agree to adhere to any terms of any app store, mobile software platform, payment platform, or other third-party services provided in connection with your use of the Application. We reserve all rights in and to the Services, including the Application, not expressly granted to you under this Agreement and you only have a limited license to use it to access the Services in accordance with this Agreement. Notwithstanding the foregoing, you are permitted to excerpt, quote, cite, or reference reports or output generated by the Service (in reasonable amounts that do not constitute a ‎republication), provided that you include an attribution to “Research conducted using the CharliAI platform” ‎or similar language‎.
   
   
9. Content. In this Agreement, “Content” means all materials and content of any type, including, but not limited to, ratings, photos, graphics, images, designs, profiles, messages, information, facts, views, opinions, recommendations, reports, filings, disclosure, summaries, notes, text, information (including Account Information and postings made or materials transmitted through the Application), music, sound, video, articles, and software.
   
   
   • (a) User Content and Your License to Us. The Services, including the Application, permit you (or any person using your User Account) to submit, transmit, copy, make available and distribute Content (collectively, subject to Section 9(d), your “User Content”), and we do not claim ownership over any User Content. By providing any User Content, you acknowledge that we reserve the right to refuse to accept, display, or transmit any User Content in our sole discretion. In order for us to provide the Service, you grant us, and our affiliates as they may be from time to time (collectively, the “CharliAI Group”), the limited, worldwide, royalty-free, non-exclusive right and license to use, distribute, reproduce, modify, adapt, perform and display such User Content as permitted by the functionality of the Services and the Application (the “User License”) provided that: (i) the User License is limited to the purpose of offering the Service, (ii) the User License includes the right to sublicense to third party service providers for the sole purpose of offering the Services, at all times in accordance with this Agreement, and (iii) except as set out in the following sentence, the User License will end, a commercially reasonable period after such User Content is removed from the Services by you, and we will cease to use User Content except as permitted hereby. You acknowledge that, nothing in the foregoing prevents the Company from, in aggregated and anonymized form, using or analyzing your User Content to improve the Services, in which case the User License for such aggregated and anonymized User Content is perpetual.
     
     
   • (b) Your Responsibility for User Content. By providing us access to any User Content, you represent and warrant to us that (i) you have all right, title and interest to grant the User License, (ii) the User Content does not infringe on any other person’s copyright, trade-mark, proprietary interests, trade secrets, privacy or other intellectual property rights, and (iii) no User Content contains any libellous, defamatory or otherwise unlawful material, and you hereby agree to indemnify us and hold us harmless from any claims, losses, damages or expenses incurred by us in respect of any third party claims that your User Content infringes on any other person’s rights (including all of the rights set out in (b) above). Without limiting that, YOU, AND NOT WE, ASSUME FULL RESPONSIBILITY FOR ALL OF YOUR USER CONTENT, INCLUDING IF A THIRD PARTY SUES US.
     
     
   • (c) Other Permitted Uses. CONSISTENT WITH OTHER PROVISIONS OF THIS AGREEMENT, THE USER LICENSE INCLUDES ALL RIGHTS FOR CHARLIAI GROUP TO USE, DISCLOSE, ACCESS, STORE, AND TRANSMIT YOUR USER CONTENT AS SET OUT IN THE COMPANY PRIVACY POLICY, AND (II) WE MAY ANONYMIZE OR AGGREGATE YOUR USER CONTENT, SUCH THAT IT NO LONGER IDENTIFIES YOU AS AN INDIVIDUAL, AND CONTINUE TO USE IT FOR ANY PURPOSE, BOTH DURING AND EVEN AFTER YOU USE THE SERVICES OR THE APPLICATION.
     
     
   • (d) Feedback. User Content does not include any questions, comments, complaints, suggestions, ideas, feedback or other information about the Services, the Application or other Service Content that you provide to us, all of which will be non-confidential and without limiting that the CharliAI Group will be entitled to the unrestricted use and dissemination thereof for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
     
     
   • (e) Service Content. All Content stored on, made available, or disseminated using the Services or the Application, other than your own User Content, including the Services and the Application themselves, all other Users’ Content, any Content made available by the CharliAI Group or any third party, and the selection and arrangement of all such Content and User Content (collectively, the “Service Content”), is the proprietary property of us or our licensors, including our users, with all rights reserved, and the Company (or, as applicable, our licensors, including our users ) retain and shall retain all right, interest and title in and to all Service Content, subject to Section 9(f). Your right to use Service Content is strictly covered by Section 8 above.
     
     
   • (f) Third Party Sites and Content. The Services, including the Application, may rely upon (or you may be presented with) links to other web sites, services, applications, platforms or frameworks (“Third Party Sites”) as well as Content belonging to or originating from parties other than us or our users, including Third Party Content that relates to any securities or other investment or any options, futures or derivatives related to such securities or ‎investments‎, including (without limitation) any electronic filings, regulatory actions and public disclosure records (the “Third Party Content”). Such Third Party Sites 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 Sites accessed through or together with the Service or any Third Party Content available on the Service, including, without limitation, the content, accuracy, safety, functioning, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. While certain of the Services may rely on Third Party Sites and Third Party Content, the inclusion of or linking to any Third Party Site or any Third Party Content (including Service Content derived from Third Party Content) does not imply approval, endorsement or ownership thereof by us and does not guarantee that any Third Party Content will function with the Service, will be error-free or that the use of the Third Party Site and/or Third Party Content through or together with the Services will comply with the terms and conditions of such Third Party Sites. If you decide to access the Third Party Sites, or use the Third Party Sites and/or Third Party Content through or together with the Services, you do so at your own risk and you acknowledge and agree to seek appropriate licenses, consents and approvals from such third parties and that our terms and policies do not govern same and that we have no liability arising from your use of or access to any Third Party Site or Third Party Content (including Service Content derived from Third Party Content). You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from, or use together with, the Services. Further, we are in no way responsible for references to or representations, endorsements, reviews, recommendations or sponsorship of the Services or any users on any Third Party Sites.
     
     
   • (g) Artificial Intelligence. You acknowledge and agree that: (i) CharliAI Group may perform, or cause to be performed, the Services and/or produce, or cause to be produced, any Service Content using, in reliance on, derived from, or based upon AI Technologies (defined below), in CharliAI Group’s sole discretion; and (ii) there are risks or limitations (including with respect to the ownership of such Services or Service Content, as well as the reliability, inaccuracies, biases or technical limitations) arising under applicable laws concerning AI Technologies that may impact the ability to use, exploit, rely upon, grant ownership or licenses as set out in this Agreement. You and CharliAI will maintain and adhere to all industry-accepted standards, protocols, ‎and/or procedures relating ‎to the ethical and responsible use of AI Technologies in consideration of the design, ‎development, testing, training, implementation, use, exploitation, and improvement (as ‎applicable) of the AI Technology components (if any) of ‎the Services and Service Content‎. Except for the foregoing, and notwithstanding anything else in this Agreement, all AI Technologies ‎‎(including, for certainty, any Service Content or other output produced using AI Technologies whether owned or controlled by CharliAI Group or not) that form ‎all or any part of a Service or Service Content are provided “as is”, without warranty or condition of any ‎kind, express or implied, including, but not limited to, the warranties of merchantability, fitness for a ‎particular purpose and non-infringement, and in no event shall the CharliAI Parties be ‎liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, ‎arising from out of or in connection with the use or other dealings in AI Technologies except to the ‎extent in breach of this Section 9(g). ‎While CharliAI may strive to use AI Technologies to better provide Service Content, you acknowledge and agree any materials generated by AI Technologies may contain biases, errors, inconsistencies, or outdated information. CharliAI strongly recommends using any such content as a starting point for further research and consultation with relevant experts or authorities, and never in substitute of professional judgment or advice. For the purposes of this Agreement, “AI Technologies” means any deep learning, machine learning, and other artificial intelligence ‎technologies, ‎including any ‎proprietary algorithms, software, or systems that make use of or ‎employ ‎neural networks, statistical or ‎machine learning algorithms (such as linear and logistic ‎regression, support vector ‎machines, random ‎forests, or k-means clustering), large ‎language models, natural language processing, deep learning ‎algorithms ‎or reinforcement learning.
     
     
10. User Conduct (Things You Must Not Do). Any use of the Services, the Application or the Service Content other than as specifically authorized in this Agreement, without our prior written permission, is strictly prohibited. Without restricting that or anything else in this Agreement, you agree not to directly or indirectly:
    
    
    • (a) request, offer, negotiate, or complete any services that (i) would violate, or lead to the violation of, any applicable local, provincial, territorial, national or international law or regulation,(ii) encourage or facilitate illegal activity, pornographic or obscene services including sexual and escort services, offers and solicitations of prostitution, brothels, or illegal grow operations, or (iii) you have no legal right to request or perform,
      
      
    • (b) alter, modify, copy, distribute, frame, reproduce, republish, download, display, post, transmit, or sell in any form or by any means, in whole or in part, the Application, the Services or Service Content except as strictly contemplated in connection with the Permitted Purpose,
      
      
    • (c) except to the extent required to be permitted by the law of your jurisdiction (but in such case, only upon written notice to us), reverse engineer, decompile, or disassemble, translate or otherwise attempt to extract the source code from the Services, the Application, the Service Content, or any part thereof,
      
      
    • (d) make the Application, the Services or Service Content available to anyone, or permit anyone to access same, nor license, sublicense, sell, resell, publish, republish, transfer, assign, distribute, rent, lease, time-share, copy or otherwise commercially exploit the Services, Application or Service Content in any way except in furtherance of the Permitted Purpose in accordance with this Agreement,
      
      
    • (e) republish any Service Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, without our prior written permission or the permission of the particular Content owner, as the case may be,
      
      
    • (f) use any automated means, including without limitation, any data mining, agent, robot, scripts, spiders or similar data gathering, monitoring or extraction methods with respect to any Services, Application or Service Content,
      
      
    • (g) register for more than one User Account, register for a User Account on behalf of an individual other than yourself, or register for a User Account on behalf of any group or non-individual entity (except if you are duly authorized to do so by such group or entity),
      
      
    • (h) impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity, in your Account Information, User Account or otherwise, or use or attempt to use another user’s User Account or the Services without express authorization from us or the applicable user,
      
      
    • (i) upload, post, transmit, share or otherwise make available on the Services any User Content that (i) consists of any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation not expressly related to Professional Services, (ii) contains any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Insurance Numbers, US Social Security numbers, credit card numbers, financial information and other personally identifying or private information, unless that third party has consented to such use of its private information, (iii) is harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, politically, or otherwise objectionable, including any activity that in our sole discretion is detrimental to protected grounds under applicable human rights legislation, (iv) contains software viruses, malware, phishing links, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, collect personal information or carry out computer frauds or impersonations, or (v) would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law,
      
      
    • (j) disable or circumvent any access control or related process or procedure established with respect to the Services, Application or Service Content, or attempt to gain unauthorized access to the Services, Application or Service Content, or remove any copyright or other proprietary notices on or in the Service Content or any part thereof,
      
      
    • (k) intentionally or unintentionally violate any applicable local, state, national or international law, including any regulations thereto, or any court order or lawful order of any governmental authority,
      
      
    • (l) access the Application, Services or any Service Content in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Application, Services or Service Content,
      
      
    • (m) utilize the Services in any way except as expressly permitted by this Agreement, including by developing or using any software tool or other application that interfaces with the Services or the Service Content except for standard web browsers through permitted access mechanisms on Company sites and the unmodified Application, or
      
      
    • (n) interfere with or disrupt the Services or Service Content (including the servers, networks or technology connected to the Services).
      
      
11. Objectionable Material. You acknowledge and agree that (a) you are solely responsible for all of your User Content, and (b) we may, but are not obligated to, review and remove from the Services (without notice) any User Content, in our sole discretion, including, without limitation, any User Content that violates this Agreement. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Service Content (except for this Agreement, the Privacy Policy and other legally binding agreements between you and us) for any purpose whatsoever. You will also comply with any of your own local laws regarding online conduct and acceptable content.
    
    
12. Termination. You may terminate your User Account at any time by cancelling your User Account in accordance with Section 5 above. We reserve the right to terminate, suspend, or deactivate your User Account if we suspect or determine, in our sole discretion, that you have misused our Services, have used our Services to violate any law or have breached any term of this Agreement. We will attempt to give you notice of such deactivation, and you will immediately cease all use of our Services and any Service Content upon termination.
    
    
13. Trademarks. Notwithstanding anything else in this Agreement, “CHARLIAI”, the CharliAI logo and design, and all other trade-marks, trade dress, graphics, logos, designs, page headers, button icons, scripts and service names used by the CharliAI Group on or in connection with the Services or Applications (collectively, the “Marks”) are registered trademarks, trademarks or trade dress of us or our licensors and all right, title and interest in and to the Marks, whether registered or not, are and shall remain vested in us or in our licensors, as applicable. The Marks may not be used, including as part of trademarks, trade names, trade dress or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission. Reference on the Services or through the Application to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply endorsement, sponsorship or recommendation thereof by, or any affiliation thereof with, the CharliAI Group.
    
    
14. User-and-User Disputes and Release. To the extent that the Service allows you to interact with other users, please note that the Service is only a venue for connecting users: we are not involved in the actual contact between users or in any dealings between them. Rather, you are solely responsible for your interactions with other users. If you have a dispute with one or more users, you must resolve it with them. YOU IRREVOCABLY RELEASE THE CHARLIAI GROUP (AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, INVESTORS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, DIRECT OR INDIRECT ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
    
    
15. Disclaimers.
    
    
    • (a) No Investment Advice. CHARLIAI GROUP IS NOT A REGISTERED INVESTMENT ADVISOR OR BROKER/DEALER. ‎ Any Third Party Content, or Service Content derived from Third Party Content, made available on or through the Services is: (a) for information purposes only; (b) not ‎to be used or construed as an offer to sell, a solicitation of an offer to buy or distribute, or an endorsement, or ‎sponsorship of any entity or security or other investment or any options, futures or derivatives related to such securities or investments‎ by the CharliAI Group; and (c) not necessarily reflective of the views of ‎CharliAI Group or their respective directors, partners, officers, employees, contractors or agents (the “CharliAI Parties”). You acknowledge and agree that ‎any request for information by you is unsolicited and any response by us will not constitute ‎or be construed as investment advice.‎ The Services (including any Service Content) are not intended to provide personal investment advice and do not take into account the specific investment objectives, financial situation and the particular needs of any specific user or other person who may receive this material. Users should seek financial advice regarding the appropriateness of investing in any securities, other investment or investment strategies discussed in any Third-Party Content or Service Content derived therefrom and should understand that statements regarding future prospects may not be realized. Users should note that income from securities or other investments, if any, may fluctuate and that price or value of such securities and investments may rise or fall. Past performance is not necessarily a guide to future performance. Any information relating to the tax, legal or financial status of financial instruments discussed in any Third-Party Content or Service Content derived therefore is not intended to provide tax, legal or other advice or to be used by anyone to provide tax, legal or other advice. By your use of our Services, you are agreeing that you bear responsibility for your own investment ‎research and investment decisions. You also agree that the CharliAI Parties will not be liable for any investment decision made or action taken by you and ‎others based on news, information, opinion, or any other material published through the Services. IF ‎YOU NEED OUTSIDE ASSISTANCE PRIOR TO MAKING ANY INVESTMENT DECISION, YOU ‎SHOULD SEEK ADVICE FROM A QUALIFIED INVESTMENT, TAX AND/OR LEGAL ADVISOR. CHARLIAI GROUP DOES ‎NOT PROVIDE ANY PERSONAL OR INDIVIDUALISED INVESTMENT, TAX OR LEGAL ADVICE OR ADVICE ‎REGARDING THE SUITABILITY OF ANY PARTICULAR INVESTMENT, OR SECURITY.‎
      
      
    • (b) No Responsibility for Others’ Content. WE ARE NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR YOUR USER CONTENT, ANY OTHER USER’S USER CONTENT, OR THIRD-PARTY CONTENT, WHETHER OR NOT AVAILABLE THROUGH THE SERVICES, THE APPLICATION OR OTHER USERS. Although we provide this Agreement and other policies and rules for user conduct, we do not control and are not responsible for our users’ actions and are not responsible for any Content you may encounter on the Services or through the Application. We are not responsible for the conduct, whether online or offline, of any user. Notwithstanding anything else in this Agreement, we have no responsibility to monitor any User Content or Third Party Content.
      
      
    • (c) Availability. The Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User Content. We are not responsible for any problems or technical malfunction, including, without limitation, any problem or malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or persons, traffic congestion on the Internet or at any site or application, or combination thereof.
      
      
    • (d) At Your Own Risk. The use of the Services, including any Service Content, is entirely at your own risk. We make no guarantee regarding the provision of the Services, the acceptance of any requests for the provision of Services, or the availability, workmanship, timeliness, integrity, ability or skill of the Services.
      
      
    • (e) AS IS; AS AVAILABLE. THE SERVICE AND THE SERVICE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND THE CHARLIAI GROUP DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE OR MAKE ANY WARRANTY AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS, OR QUALITY OF ANY PROFESSIONAL SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICE CONTENT, INCLUDING THE SERVICES OR THE APPLICATION.
      
      
16. Limitation on Liability. Notwithstanding anything to the contrary in this Agreement, except Section 16(d)below,
    
    
    • (a) This section applies to all users. YOU AGREE THAT ANY CLAIM BY YOU UNDER THIS AGREEMENT AGAINST THE CHARLIAI GROUP MUST BE BROUGHT WITHIN ONE YEAR OF THE ACT GIVING RISE TO THE CLAIM.
      
      
    • (b) This section applies to all users. IN NO EVENT WILL THE CHARLIAI PARTIES, BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, AND WHETHER DIRECT OR INDIRECT, FOR ANY LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST DATA, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM YOUR USE OF THE SERVICE, THE SERVICE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICE (INCLUDING ALL THIRD PARTY CONTENT AND THIRD PARTY SITES), EVEN IF THE CHARLIAI GROUP IS AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
      
      
    • (c) YOU ACKNOWLEDGE THAT THE SERVICE IS PROVIDED ON AN ENTIRELY AT-YOUR-OWN-RISK BASIS, AND THUS A COMPLETE LIMIT OF LIABILITY IS APPROPRIATE. AS SUCH, YOU ACKNOWLEDGE THAT, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE CHARLIAI GROUP, REGARDLESS OF THE CAUSE OF ACTION, INCLUDING FOR ALL DAMAGES WHETHER INDIRECT OR DIRECT, AND WHETHER KNOWN OR KNOWABLE TO US OR WHETHER WE HAVE KNOWLEDGE OF OR HAVE BEEN ADVISED OF THE LIKELIHOOD THEREFOR. IF FOR ANY REASON THE FOREGOING IS NOT EFFECTIVE AND THE CHARLIAI PARTIES ARE FOUND LIABLE DUE TO ANY INAPPLICABILITY OF THE FOREGOING, IN NO CASE WILL THE CHARLIAI GROUP’S AGGREGATE LIABILITY TO YOU EXCEED THE TOTAL AMOUNT YOU HAVE PAID TO US DURING THE PRIOR SIX-MONTH PERIOD.
      
      
    • (d) Certain jurisdictions 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, exclusions or limitations may not apply to you, and you may have additional rights but only to the extent of such exclusion by applicable law. Nothing in this agreement is intended to exclude or limit any condition, warranty, right or liability that may not be lawfully excluded or limited, but instead the intent is that these disclaimers, limitations and exclusions will apply to the fullest extent permitted by applicable law.
      
      
17. No Agency. You hereby acknowledge and agree that no employment, joint venture, partnership, or agency relationship exists between you and any of the CharliAI Group as a result of this Agreement or your use of our Services. We are solely independent contractors.
    
    
18. Copyright, Intellectual Property and Content Complaints. If you believe that any Service Content infringes upon any copyright or other intellectual property right that you own or control, or if you otherwise object to any User Content that you find on the Service, you may send a written notification to our designated agent for copyright and other complaints: by e-mail to support@charli.ai, or by regular mail to the Attention of Copyright, IP, and Content Complaints, #2130 745 Thurlow Street, Vancouver, BC V6E 0C5. The notification contain the following: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) if the complaint is about copyright or other intellectual property rights, identification of the copyrighted work or other intellectual property right claimed to have been infringed, or, if multiple infringements are covered by a single notification, a representative list of such infringements; (c) if the complaint is about objectionable content, the reasons for the objection; (d) identification of the material that you are objecting to and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (e) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (f) a statement that the information in the notification is accurate; and (g) an attestation to the foregoing and that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized under this Agreement or applicable law. We have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, members who are deemed to be repeat infringers of intellectual property or users or posters of objectionable content. We may also, at our sole discretion, limit access to the Services or terminate the User Account of any user who infringes any intellectual property rights of us or others, whether or not there is any repeat infringement, or otherwise uses or posts objectionable Service Content.
    
    
19. Governing Law; Venue and Jurisdiction. We care about addressing your concerns in an informal and efficient manner. For any dispute you have with us regarding the Services or the Application, you may contact us and attempt in good faith to resolve the dispute informally by reporting the dispute to our customer service online at any time by emailing support@charli.ai. You agree that the laws of the Province of British Columbia, Canada, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. You hereby irrevocably attorn to the exclusive jurisdiction of the Courts of the City of Vancouver, British Columbia, in the Province of Ontario with respect to any dispute hereunder.
    
    
20. No Class Actions. To the extent permitted by applicable law, you and CharliAI hereby agree and acknowledge that (a) we may only resolve disputes on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, purported class, consolidated, or representative action, and (b) to the extent permitted by applicable law, any dispute may not be combined or consolidated with a dispute involving any other person’s or entity’s product or claim. No amendment of this provision will affect users who entered into the Agreement such amendment unless expressly acknowledged in writing by the relevant user.
    
    
21. Indemnity. YOU ARE FULLY RESPONSIBLE FOR YOUR ACTIONS AND INTERACTIONS WITH OTHER USERS. You agree to release, indemnify and hold the CharliAI Parties, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable legal and accounting fees, arising out of or in connection with (a) its use of your User Content, (b) your use of the Services or the Application that violates this Agreement, any law, or any right of any third party, (c) any interactions, disputes or controversies that arise between you and other users; and (d) any third party claims arising from (i) your use of any AI Technologies or (ii) to the extent ‎containing AI Technologies or the content or output thereof, any Services or Service Content relying upon AI ‎Technologies except to the extent that ImageX or its Team Members have breached Section ‎‎9(g)(iii).
    
    
22. Interpretation. Headings are for convenience only and shall not be used to interpret, or as a guide for interpretation of, this Agreement. The word “or” is not exclusive and the word “including”, or similar language, is not limiting (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto). A word importing the masculine gender includes the feminine and neuter, a word in the singular includes the plural, a word importing a corporate entity includes an individual, and vice versa and “person” will mean an individual, partnership, corporation (including a business trust), joint stock company, trust unincorporated association, joint venture, or other entity or a government or any agency, department or instrumentality thereof and vice versa.
    
    
23. Other. This Agreement constitutes the entire agreement between you and us regarding the use of the Service, superseding any prior agreements between you and us relating to your use of the Services, the Application and all other Service Content. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, unlawful, void or unenforceable for any reason, that provision shall be deemed severable and the remainder of this Agreement shall continue in full force and effect. This Agreement shall ensure to the benefit of, and be binding upon, parties hereto and their respective heirs, executors, administrators, successors, and assigns.
    
    
24. English Language. The parties have requested and agree that this Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.