Updated: October 13, 2020

VEER AI INC. PLATFORM TERMS OF USE

VEER AI Inc. (“Veer AI”, “we”, “our” or “us”) offers an online platform called “Tailored by Veer AI” (the “Platform”) that enables small and medium-sized businesses to understand consumer behaviour for personalized marketing. After you (“you” or “your”) open an account on the Platform, you are able to access services that we or others may provide to you through or in connection with the Platform (the “Services”). You will access the Platform through a web portal (the “Platform Web Portal”).

PLEASE READ THESE TERMS OF USE (“TERMS”) CAREFULLY. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND VEER AI. THESE TERMS GOVERN YOUR ACCESS TO THE PLATFORM AND THE SERVICES. BY SIGNING UP FOR AN ACCOUNT, BY USING THE PLATFORM WEB PORTAL, OR BY USING THE PLATFORM OR THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS (INCLUDING THE LINKED DOCUMENTS REFERRED TO IN THESE TERMS), AS REVISED FROM TIME TO TIME. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM OR THE SERVICES. IF YOU ARE DISSATISFIED WITH THESE TERMS OR ANY OTHER TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE PLATFORM OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESS TO AND USE OF THE PLATFORM, THE SERVICES, AND THE PLATFORM WEB PORTAL. YOU REPRESENT THAT YOU ARE AT LEAST THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION. IF YOU ARE USING THE PLATFORM, THE SERVICES, OR THE PLATFORM WEB PORTAL ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS, IN WHICH CASE “YOU” OR “YOUR” WILL REFER TO SUCH ORGANIZATION. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM, THE SERVICES, OR THE PLATFORM WEB PORTAL.

These Terms are effective on the earlier of the date (a) you click to accept these Terms, or (b) you first sign up for an account, use the Platform Web Portal, or otherwise use the Platform or the Services. You acknowledge the Veer AI Privacy Statement located at [https://veer.ai/privacy/] (the “Privacy Statement”), as revised from time to time, and you consent and agree to our collection, use and disclosure of personal information as described in the Privacy Statement.

1. Platform, Services and Platform Web Portal

  1. Veer AI will make the Platform, Services and Platform Web Portal available to you during the term pursuant to these Terms for your personal use only, and not for any commercial purpose (the “Permitted Purpose”).
  2. Subject to any usage limits (including those contractual service limits and quantities as may be agreed to by the parties), you may permit your employees, contractors or agents (“Admin Users”) to access the Platform for the Permitted Purpose in accordance with these Terms.
  3. You and each of your Admin Users must register for a Veer AI account (“Account”) to use the Platform, the Services, and the Platform Web Portal. You must provide the information reasonably requested by Veer AI for that purpose. You represent and warrant to Veer AI that you and your Admin Users have not misrepresented any information that you have provided to Veer AI in connection with your Account. You are responsible for maintaining the confidentiality of your user name and password. Veer AI recommends that you use a strong password and that you change it frequently. You agree not to disclose your user name or password to any third party. Veer AI may reject, or require that you change, your user name or password. You are solely responsible for all activities that occur under your and your Admin Users’ Account(s). If you become aware of any unauthorized use of your or your Admin Users’ Account(s), you must notify Veer AI immediately. It is your responsibility to update or change your Account information, as appropriate.

2. Your Privacy and Personal Information

For a summary of how Veer AI collects, uses and discloses personal information, please see Veer AI’s Privacy Statement. When you use the Platform, the Services, and the Platform Web Portal, you may also interact with others, such as the provider of a Service. The others with whom you interact may also collect, use and disclose your personal information. Veer AI’s Privacy Statement only describes how Veer AI collects, uses and discloses your personal information. To understand how others with whom you interact collect, use and disclose your personal information, you must review their privacy statements.

3. License

Veer AI grants you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the Platform Web Portal to access and use the end user functionality of the Platform and the Services, and the content that is available on the Platform and the Services (“Content”), subject to and conditional on your continued compliance with the terms and conditions of these Terms.

4. Additional Terms

You agree to comply with these Terms and with all applicable laws. Some Services may have additional terms that apply to your use of those Services (“Additional Service Terms”). You agree to comply with all such Additional Service Terms. Additional Service Terms are available at the websites of the providers of the Services.

5. Unacceptable Use

You will not (a) make the Platform, Services, Content or Platform Web Portal available to, or use the Platform, Services, Content or Platform Web Portal for the benefit of, anyone other than yourself, (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Platform, Services, Content or Platform Web Portal, or include the Platform, Services, Content or Platform Web Portal in a service bureau or outsourcing offering, (c) use the Platform, Services, Content or Platform Web Portal to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights, including intellectual property rights and privacy rights, (d) use the Platform, Services, Content or Platform Web Portal to send spam, or to store or transmit any virus, Trojan horse, worm, or other software, script or code, the effect of which is to permit unauthorized access to, or to alter, disable, encrypt, erase, or otherwise harm, any computer, systems, software or data (“Malicious Code”), (e) interfere with or disrupt the integrity or performance of the Platform, Services, Content or Platform Web Portal, (f) attempt to gain unauthorized access to the Platform, Services or Content or their related systems or networks, (g) access or use any Veer AI intellectual property except as permitted under these Terms, (h) copy or make derivative works from all or any part of the Platform, Services, Content or Platform Web Portal or any part, feature, function or user interface of the Platform, Services, Content or Platform Web Portal, (i) frame or mirror any part of the Platform, Services, Content or Platform Web Portal, or otherwise incorporate any portion of the Platform, Services, Content or Platform Web Portal into any product or service, (j) access or use the Platform, Services, Content or Platform Web Portal in order to build a competitive product or service or to benchmark with a non-Veer AI product or service, (k) reverse engineer the Platform, Services, Content or Platform Web Portal, or any software used to provide them (to the extent such restriction is permitted by applicable laws), (l) access or use any part of the Platform, Services or Content that is (expressly or implicitly) not intended for use by you, (m) use any non-Veer AI automation code in relation to the Platform, Services or Content (including any “bot” or “spider”), (n) collect or harvest any information from the Platform, Services or Content in a bulk or systematic way, (o) remove, alter, or obscure any proprietary notices on the Platform, Services, Content or Platform Web Portal, (p) probe, scan, or test the vulnerability of the Platform, Services, Content or Platform Web Portal or any network connected to them, or breach the security or authentication measures on them or on any network connected to them, (q) collect, harvest, reverse look-up, trace, or otherwise seek to obtain any information on any other user of or visitor to the Platform or Services, (r) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or Services or any systems or networks connected to them, or (s) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message you send to Veer AI or any other person on or through the Platform, Services, Content or Platform Web Portal.

6. Submitting Information through the Platform

Certain parts of the Platform and Services enable you to provide information to Veer AI, and to other providers of Services. You represent, warrant and agree that (a) all information you provide on or through the Platform (“Your Data”) will be true, accurate and complete, (b) you will update Your Data as necessary so that it remains true, accurate and complete at all times, (c) you will not impersonate any person when submitting Your Data, (d) Veer AI and the providers of Services are entitled to rely on Your Data, (e) you will only include the personal information of another individual in Your Data if you have the express permission of that individual or if you are otherwise entitled to do so at law, (f) you will not include any statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way infringes on the rights of others, that is bigoted, hateful, or racially offensive, or that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person, (g) you have obtained at your own expense all necessary consents, rights and permissions required to grant to Veer AI the license provided below, and (h) you will not include in Your Data or otherwise transmit any Malicious Code or Prohibited Data (as defined herein). For greater certainty, Your Data does not include Content, Third Party Services or Third Party Content. For a summary of how Veer AI collects, uses and discloses personal information that might be included in Your Data, please see Veer AI’s Privacy Statement.

7. Ownership

  1. Reservation of Veer AI Rights.

    Veer AI and its affiliates, and its and their licensors and the providers of Services have and will retain all right, title and interest in and to the Platform, Services, Content, and Platform Web Portal, and the software and systems used to provide them (including all patent, copyright, trademark, trade secret and other intellectual property rights), and all copies, modifications and derivative works of any of them. You acknowledge that you are obtaining only a limited right to access and use the Platform, Services, Content, and Platform Web Portal. No rights are granted to you under these Terms other than as expressly set forth in these Terms. Without limitation, you have no right to use any trademarks owned or used by Veer AI or by the providers of Services.

  2. License to Veer AI.

    You grant to Veer AI and its affiliates a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) license to use, host, copy, store, transmit, modify, display, make derivative works from, and disclose the information and any other content in Your Data to provide and ensure the proper operation of the Services and associated systems in accordance with this Agreement. Notwithstanding any other provision of this Agreement, you also grant to Veer AI and its affiliates a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) license to collect Your Data and other information relating to the provision, use and performance of the Services, in aggregate or other de-identified or anonymized forms, and to analyze and use such aggregated, de-identified or anonymized Your Data and other information to improve and enhance the Services and for other Veer AI offerings, and may make derivate works, provide it to third parties or compile it with other data to derive statistical and performance information, provided that it will aggregate and anonymize such data so that you or any person cannot be identified as the source of such data. If you choose to use a Third Party Service with a Service, you grant Veer AI permission to allow the Third Party Service and its provider to access Your Data and information about your usage of the Third Party Service as appropriate for the interoperation of that Third Party Service with the Service.

  3. License to Use Your Feedback.

    You grant to Veer AI and its affiliates a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by you.

8. Third Party Services

Some Services are provided by Veer AI and some Services are provided by third parties (“Third Party Services”). You are responsible for all fees and taxes that may be charged for the use of Third Party Services. You use any Third Party Services at your own risk. Veer AI makes no representations or warranties with respect to, nor does it guarantee or endorse, any Third Party Services. The Services may also contain features designed to interoperate with such Third Party Services. Veer AI does not guarantee the continued availability of Third Party Services or of such Service features, and Veer AI may disable a Third Party Service or any such Service feature in Veer AI’s sole discretion without entitling you to any refund, credit, or other compensation. Your dealings with the provider of any Third Party Services are solely between you and the provider. Accordingly, Veer AI expressly disclaims responsibility and liability for all Third Party Services, and you agree that Veer AI shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as a result of your use of Third Party Services. If you have any issues with a Third Party Service, you must contact the provider of the Third Party Service directly.

9. Third Party Content

Some Content is provided by Veer AI, but most Content is provided by providers of Third Party Services, and other third parties (collectively, “Third Party Content”). You use any Third Party Content at your own risk. Veer AI makes no representations or warranties with respect to, nor does it guarantee or endorse, any Third Party Content. Veer AI does not guarantee the continued availability of Third Party Content, and Veer AI may disable any Third Party Content in Veer AI’s sole discretion. Your dealings with the provider of any Third Party Content are solely between you and the provider. Accordingly, Veer AI expressly disclaims responsibility and liability for all Third Party Content, and you agree that Veer AI shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as a result of your use of Third Party Content.

10. Links to Other Sites

The Platform, Services or Content may provide links to other sites on the Internet for your convenience in locating or accessing related information, products, and services. These sites have not necessarily been reviewed by Veer AI and are maintained by third parties over which Veer AI exercises no control. Accordingly, Veer AI expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party.

11. Content, Functionality and Access

Veer AI may at any time, with or without notice, without liability, and for any reason (a) remove any Content from the Platform or Services, (b) remove any functionality from the Platform or Services, (c) change any functionality on the Platform or Services, (d) modify the Platform Web Portal, and (e) deny any person access to the Platform or Services. Veer AI furthermore reserves the right to take any action related to the Platform, Services, Content or Platform Web Portal that is required to comply with applicable law.

12. CONFIDENTIALITY, PRIVACY AND SECURITY

  1. Confidentiality.

    During the Term, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) non-public technical, business, marketing, proprietary, trade secret, Personal Information or other information in any form relating to the Disclosing Party’s business designated or reasonably understood to be confidential (“Confidential Information”). The Receiving Party agrees that it take reasonable precautions to protect the Confidential Information and will not use, or disclose it to any third party, except as expressly permitted in these Terms. Access to Confidential Information will be limited to those of the Receiving Party’s employees and contractors who need such access for purposes consistent with the Agreement and who owe the Receiving Party an obligation of confidentiality with terms consistent with these Terms. Confidential Information excludes information that the Receiving Party can establish: (a) was known to it prior to receiving the same from the Disclosing Party, free of any restrictions; (b) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; (c) is acquired from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the Receiving Party. The foregoing exclusions do not apply to Personal Information. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent that such disclosure is necessary to enforce its rights under these Terms or is required by law or pursuant to a court or regulatory order, provided that (if permitted by law) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks a protective order.

  2. Veer AI Security Obligations.

    Veer AI will adhere to, in all material respects, its security processes and policies, and all privacy and data protection laws applicable to Veer AI in its provisioning of the Services to you – noting that such compliance may depend on your compliance with your obligations hereunder. Unless expressly agreed to herein, Veer AI will not be responsible for compliance with any specific requirements with respect to your industry.

  3. Your Privacy Obligations.

    You are responsible for compliance with all privacy and data protection laws applicable to you and/or your use of the Platform and Services. You shall obtain the prior consent of each Admin User to the collection, use and disclosure of their data in compliance with all applicable laws in all applicable jurisdictions of you and your Admin Users. Subject to Section 12.2, Veer AI disclaims any responsibility for the collection, use and/or disclosure of Admin User and third party data by you and your respective directors, officers, employees, contractors, agents and those for whom in law they may be responsible.

  4. Privacy Breach.

    If Veer AI determines that there has been any incident of theft, loss or unauthorized use or disclosure of personal information forming part of Your Data, Veer AI shall promptly notify you and reasonably cooperate with you in containing, investigating and remediating that incident.

  5. Prohibited Data.

    You will not upload to the Platform, Services or otherwise submit or make accessible to Veer AI any financial account identifiers (e.g., credit card numbers or bank account numbers), government issued identifiers (e.g., social insurance numbers, health card numbers) or other types of sensitive data that is subject to specific or elevated data protection requirements (“Prohibited Data”), unless Veer AI has expressly agreed that it can comply with such requirements.

  6. Express Consent.

    You consent to Veer AI’s processing of your business contact information for business purposes including the provisioning of Accounts, sending Platform, Service, sales and marketing communications, and securing the Platform.

13. FEES AND PAYMENT

  1. Fees.

    You will pay to Veer AI the fees for the Platform and Services in accordance with Veer AI’s then-current rate card and payment terms (“Rate Card”) and any third-party fees incurred during your use of the Service (the “Fees”).

  2. Payment Terms.

    Veer AI (or a third party payment processor) will charge you for all Fees due with respect to the Platform and Services by credit card in accordance with the then-current Rate Card. You will receive a statement of charges, in accordance with the billing and payment terms set out in the then current Rate Card, which will serve as a receipt for the provision of the Platform and Services, and Fees charged. Your payments may be processed on behalf of Veer AI by a third party payment processor using their secure site. For greater certainty, where a third party payment processor is used, (a) your payment information will be sent to the third party payment processor; and (b) personal information that you submit during the payment process is subject to the Privacy Statement. Veer AI reserves the right at any time to reject, cancel or terminate any transaction, even if any payment in respect of any such transaction is accepted by Veer AI’s third party payment processor. All Fees are non-cancellable and non-refundable, except as expressly specified in these Terms. Unless otherwise expressly agreed by the parties in writing, any Fees paid will not offset any other Fees due. Non-payment or late payment of Fees which are not the subject of a written good faith dispute is a material breach of these Terms and, Veer AI shall be entitled to withhold performance and discontinue providing the Platform and Services until all amounts due are paid in full. If any undisputed amount is overdue, those amounts may accrue interest at the rate of 1.5% per month of the outstanding balance or the maximum permitted by applicable law, whichever is less, plus all expenses of collection.

  3. Taxes.

    The Fees are exclusive of, and you are responsible for payment of, all taxes, levies, duties, tariffs, assessments, export and import fees, or other similar local, state, provincial, federal or foreign jurisdiction governmental assessments, including sales and use taxes, value-added taxes, goods and services taxes imposed by any jurisdiction arising from the payment of the Fees or Veer AI’s provision of the Platform and Services, except taxes based on Veer AI’s income, property or employees (collectively, the “Taxes”). If Veer AI has the legal obligation to pay or collect Taxes for which you are responsible under this Section 13.3, Veer AI will invoice you and you will pay that amount unless, prior to your purchase, you provide Veer AI with a valid tax exemption certificate authorized by the appropriate taxing authority. You will make all payments of Fees to Veer AI without reduction for any withholding taxes, except as required by law, and any such taxes imposed on payments of Fees to Veer AI will be your sole responsibility and you shall increase the amount payable as necessary so that after making all required deductions and withholdings, Veer AI receives an amount equal to the amount it would have received had no such deductions or withholding been made. Further, you will provide Veer AI with official receipts issued by the appropriate taxing authority, or such other evidence as Veer AI may reasonably request, to establish that such taxes have been paid.

14. Disclaimer of Warranties and Limitation of Liability

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

THE PLATFORM, SERVICES, CONTENT, AND PLATFORM WEB PORTAL ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOUR USE OF THE PLATFORM, SERVICES, CONTENT AND PLATFORM WEB PORTAL IS AT YOUR OWN RISK. VEER AI DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, COVENANTS AND CONDITIONS (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) IN CONNECTION WITH THE PLATFORM, SERVICES, CONTENT AND PLATFORM WEB PORTAL, INCLUDING ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, AND NON-INFRINGEMENT. VEER AI MAKES NO REPRESENTATION OR WARRANTY THAT THE PLATFORM, SERVICES, CONTENT AND PLATFORM WEB PORTAL WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION, OR THAT THE PLATFORM, SERVICES, CONTENT, PLATFORM WEB PORTAL WILL BE SECURE, OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE PLATFORM, SERVICES AND CONTENT WILL BE FREE OF MALICIOUS CODE. VEER AI IS NOT RESPONSIBLE FOR THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE PLATFORM OR THE SERVICES. VEER AI MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT ANY THIRD PARTY WEBSITES OR RELATED CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THE PLATFORM, SERVICES OR CONTENT. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM, SERVICES, CONTENT, OR PLATFORM WEB PORTAL IS TO STOP USING THEM.

IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF VEER AI (AND VEER AI’S DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SUPPLIERS AND AGENTS, AND THE PROVIDERS OF THIRD PARTY SERVICES AND THIRD PARTY CONTENT) FOR ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) (COLLECTIVELY “LOSSES”) TO YOU RELATED TO THE PLATFORM, SERVICES, CONTENT OR PLATFORM WEB PORTAL, OR THESE TERMS, EXCEED THE LESSER OF (A) THE DIRECT DAMAGES SUFFERED BY YOU, AND (B) $100. ANY ACTION COMMENCED BY YOU AGAINST VEER AI MUST BE BROUGHT WITHIN 12 MONTHS OF THE CAUSE OF ACTION ARISING.

IN NO EVENT WILL VEER AI (OR VEER AI’S DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SUPPLIERS OR AGENTS, OR THE PROVIDERS OF THIRD PARTY SERVICES AND THIRD PARTY CONTENT) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES, OR FOR ANY LOSS OF REVENUE, SAVINGS, INCOME, BUSINESS, PROFIT, GOODWILL OR REPUTATION WHATSOEVER BASED ON ANY LEGAL THEORY (INCLUDING TORT OR NEGLIGENCE), AND EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

15. Indemnity

You will indemnify and hold Veer AI (and Veer AI’s directors, officers, employees, partners, suppliers and agents, and the providers of Third Party Services and Third Party Content) harmless from all Losses arising from your use of the Platform, Services, Content or Platform Web Portal, or your breach of any of these Terms, and from all Losses resulting from Your Data that is untrue, inaccurate or incomplete.

16. Termination and Suspension

  1. If you fail to comply with these Terms, then, without limiting any other right or remedy available to Veer AI, Veer AI may suspend or terminate your license to use all or any part of the Platform, Services, Content or Platform Web Portal, with or without notice to you, and without any liability to you or any other person.
  2. Veer AI may suspend or terminate your license to use all or any part of the Platform, Services, Content or Platform Web Portal, at any time, for any reason or no reason, with or without notice to you, and without any liability to you or any other person.
  3. If Veer AI terminates or suspends your license to use all or any part of the Platform and/or some or all of the Services, Content or Platform Web Portal, then these Terms will nevertheless continue to apply in respect of your use prior to such termination or suspension.
  4. Upon request by you made within 30 days after the effective date of termination or expiration of these Terms, Veer AI will make Your Data available to you for export or download subject to additional fees. After such 30-day period, Veer AI will have no obligation to maintain or provide Your Data, and will thereafter delete or destroy all copies of Your Data in its systems or otherwise in its possession or control, unless legally prohibited.

17. Export Controls

These Terms are expressly made subject to any laws, regulations, orders or other restrictions on export from the United States of America or Canada of any of the Platform, Services or Content, or any information about any of them, which may be imposed from time to time by the governments of the United States of America or Canada. You shall not export any of the Platform, Services or Content, or any information about any of them without the prior written consent of Veer AI and compliance with such laws, regulations, orders and other restrictions. You represent and warrant that (a) you are not located in a country that is subject to a U.S. or Canadian government embargo, or that has been designated by the U.S. or Canadian government as a “terrorist supporting” country, and (b) you are not listed on any U.S. or Canadian government list of prohibited or restricted parties.

18. Amendments

The “last updated” legend above indicates when these Terms were last amended. Veer AI may unilaterally amend all or any part of these Terms at any time by updating these Terms on the Platform. We will provide you with notice of the proposed amendments by posting an amended version of these Terms with a new version date. We will include a link to the previous version of the Terms beneath the new version date. The amendments will take effect 30 days after the date on which the amended version is posted. Prior to that date, the previous version of the Terms will continue to apply. If you disagree with any amendments, you may refuse the amendments and cease using the Platform, Services, Content, and Platform Web Portal within the 30-day notice period, or up to 30 days after the notice period expires, if we have changed these Terms in a way that increases your obligations or reduces our own. There will be no cost or penalty for doing so. If you continue to access or use the Platform, Services, Content or Platform Web Portal after the applicable 30-day period, you thereby agree to the amended Terms. You agree to review these Terms regularly to determine your rights and responsibilities.

19. Dispute Resolution

Any dispute or claim arising out of or relating to these Terms will be referred to and finally resolved by arbitration under the Arbitration Act (Ontario) or the International Commercial Arbitration Act (Ontario), as applicable. Within 10 days of the giving of such notice of arbitration, the parties will jointly select a single arbitrator who will be independent of the parties and acceptable to the parties. If a single arbitrator has not been selected during such 10-day period, then, unless the parties agree otherwise, the dispute will be resolved by a single arbitrator appointed pursuant to the Arbitration Act (Ontario) or the International Commercial Arbitration Act (Ontario), as applicable, on application by either party. The fees and expenses of the arbitrator will be borne equally between the parties. The arbitrator may order interest on any award and the arbitrator may award costs to either party. In the absence of any such award of costs, each of the parties will bear its own costs of the arbitration. The arbitration will take place in Toronto, Ontario, unless the parties agree otherwise. You agree that good faith negotiations and arbitration will all be without recourse to the courts and that the award of the arbitrator will be final and binding, except that: (a) either party may appeal an arbitration award to the courts of Ontario on a question of law; and (b) either party may apply to the courts of Ontario for an interim measure of protection or for any order for equitable relief which the arbitrator does not have the jurisdiction to provide.

20. Governing Law and Venue

These Terms, and any disputes arising out of or related to these Terms, will be governed exclusively by the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Subject to the section titled “Dispute Resolution”, the provincial and federal courts located in Toronto, Ontario will have exclusive jurisdiction over any disputes arising out of or related to these Terms, and each party consents to the exclusive jurisdiction of those courts.

21. Injunction

You acknowledge that any breach, threatened or actual, of these Terms will cause irreparable harm to Veer AI, such harm would not be quantifiable in monetary damages, and Veer AI would not have an adequate remedy at law. You agree that Veer AI shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction anywhere in the world restraining any breach, threatened or actual, of your obligations under any provision of these Terms, and without the necessity of showing or proving any actual or threatened damage or harm, notwithstanding any rule of law or equity to the contrary. You hereby waive any requirement that Veer AI post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Veer AI to enforce any provision of these Terms.

22. Class Action Waiver

Any proceedings to resolve or litigate any dispute, controversy or claim arising under, out of, in connection with, or related to (a) the Platform, the Services, the Content or the Platform Web Portal, or (b) these Terms, or their subject matter, negotiation, performance, renewal, termination, interpretation, or formation, will be conducted solely on an individual basis. Neither you nor Veer AI will seek to have any such dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. If this class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then this section will not apply to those parts.

23. Entire Agreement

These Terms, together with any Additional Service Terms, represent the entire agreement between you and Veer AI with respect to use of the Platform, Services and Content, and they supersede all prior or contemporaneous terms, agreements, communications and proposals, whether electronic, oral, or written between you and Veer AI with respect to any of the foregoing.

24. General

If any provision of these Terms is unlawful, void or unenforceable, then that provision shall be deemed severed from the remaining provisions and shall not affect the validity and enforceability of the remaining provisions. All rights and remedies of Veer AI granted or recognized in these Terms are cumulative, are in addition to and not in substitution for any rights or remedies at law, and may be exercised at any time and from time to time independently or in any combination. In these Terms (a) references to currency are to the lawful money of Canada, (b) “person” includes individuals, corporations, partnerships, joint ventures, associations, trusts, unincorporated organizations, societies and all other organizations and entities recognized by law, and (c) “including” (and similar variations) means including without limitation. Failure by Veer AI to insist on strict performance of any of the terms or conditions of these Terms or any Additional Service Terms will not operate as a waiver by Veer AI of that or any subsequent default or failure of performance. Veer AI’s affiliates, Veer AI’s directors, officers, employees, partners, suppliers and agents, the providers of Third Party Services and Third Party Content, are third party beneficiaries of the sections titled “Disclaimer of Warranties”, “Limitation of Liability”, “No Claim for Certain Damages” and “Indemnity”. There are no third party beneficiaries of these Terms. You may not assign these Terms without the prior written consent of Veer AI. Veer AI may assign these Terms without restriction. These Terms will enure to the benefit of and will be binding on you and Veer AI and your and its respective successors and permitted assigns.

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