Terms Of Use

Effective Date: 1 –1 2018

Introduction

These terms of use (these “Terms of Use”) are entered into by and between you and VC Labs Inc. (“VC Labs”, “we” or “us”) and together with any documents they expressly incorporate by reference, govern your access to and use of the websites www.vclabs.ca, and related websites (collectively the “Websites”) and/or use our proprietary services, including but not limited to the VC Labs Chat bot Solution (collectively the “Services”), which are owned and operated by VC Labs.

If you sign up to use any of the Services offered by us or on the Websites, your access to and use of those Services will also be governed by our Master Subscription Agreement and such additional agreements (the “Master Subscription Agreement”), in addition to these Terms of Use.

Please read the Terms of Use carefully before you start to use the Websites. By using the Websites, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy found at Privacy Policy incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not use or access the Websites.

The Websites are not intended for children and is not targeted to children under the age of majority in their respective jurisdictions. By using the Websites, you represent and warrant that you are over the age of majority in your jurisdiction.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Websites thereafter. Your continued use of the Websites following the positing of revised Terms of Use means that you accept and agree to the changes.

Intellectual Property Rights

The Websites and Services and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) are owed by VC Labs, its licensors and other providers of such material and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary laws.

These Terms of Use permit you to use the Websites for your personal, non-commercial use. You must not reproduce, distribute, modify, create derivative works of, publicly display, republish, download, store or transmit any of the material on our Websites, except that your computer may temporarily store copies of such materials which are incidental to your accessing and viewing those materials.

No right, title or interest in or to the Websites or Services, or any content on the Websites or Services is transferred to you, and all rights not expressly granted are reserved by VC Labs. Any use of the Websites or Services not expressly permitted by the Terms of Use and/or Master Subscription Agreement is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The marks “VC Labs” and “ChatLab” are trademarks of VC Labs. You must not use such marks without the prior written permission of VC Labs.

Prohibited Uses

You may only use the Websites and/or Services only for lawful purposes and in accordance with these Terms of Use and/or Master Subscription Agreement.

It is impossible to provide an exhaustive list of exactly what constituted acceptable and prohibited uses of the Websites and/or Services. In general, we will not tolerate any use of our Websites and/or Services which damages or is likely to damage our reputation, the availability or integrity of the Websites and/or Services, or which causes us or threatens to cause us to incur any legal, tax or regulatory liability.

We therefore ask you to treat our Websites and/or Services with respect, and not to use our Websites and/or our Services for any illegal purposes, or in such a way as to infringe or breach other’s rights or to cause or threaten to cause us damage. We also ask you to comply with any relevant notices, policies and terms imposed by third parties whose website, products or services you access through our Websites and/or Services.

We reserve the right to suspend the use of our Websites and/or Services generally or block your access to our Websites and/or Services, or any portion thereof, if we suspect misuse. We shall then report any misuse of our site to the relevant enforcement or other authorities we deem appropriate. We further reserve the right to disclose any evidence we have which relates directly or indirectly to misuse.

Community Areas

Certain areas of our Websites and/or Services are reserved for registered users. Additional terms may apply to these areas, such as specific acceptable use policies or specific terms for buying and subscribing to Services. You may not assign or sub-licence any rights we grant you as a registered user.

The Websites and/or Services may contain or provide links to message boards, personal web pages or profiles, discussion forums, bulletin boards and other interactive features and communication functionality that may allow users to post content or material (“User Contributions”). All User Contributions must comply with Content Standards (as defined below. Any User Contribution you post to the Websites and/or Services must be non-confidential and non-proprietary. By providing any User Contribution on the Websites and/or Services, you grant VC Labs and our service providers and respective licensees, successors and assigns a royalty free, unrestricted, worldwide, perpetual, non-exclusive and fully transferrable, assignable and sub-licensable right to use, reproduce, modify, display, distribute or otherwise disclose to third parties any such material. You, and not VC Labs, are responsible for any User Contribution you post on the Websites and/or Services.

These content standards (“Content Standards”) apply to any and all User Contributions. User Contributions must comply with all applicable laws and regulations and must not: (a) contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable (in VC Labs’ sole discretion); (b) promote sexually explicit or pornographic material, violence, or discrimination; (c) infringe on any patent, trademark, trade secret, copyright or other intellectual property or other rights of any person; (d) promote any illegal activity; (e) misrepresent your identity or affiliation; (f) involve commercial activities, such as contest, sweepstakes and other sales promotions or advertising; or (g) give the impression that they are posted or endorsed by VC Labs or any other person or entity, if this is not the case.

We reserve the right to (a) remove or refuse to post any User Contribution for any reason; (b) take any action with respect to any User Contribution that we deem necessary or appropriate, including if we believe that such User Contribution violates the Terms of Use, infringes any intellectual property right or other right of any person or entity or could create liability for VC Labs; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Websites and/or Services; and (e) terminate or suspend your access to all or part of the Websites and/or Services for any reason.

Reliance on Information

The information presented on or through the Websites and/or Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance paced on such materials by you or any visitor to the Websites, or by anyone who may be informed of any of its contents.

Separate limited warranties which apply to specific Services are set out in specific terms, including but not limited to the Master Subscription Agreement.

Social Media Features

The Websites may provide certain social media features that enable you to link to or display certain content on the Websites on your own or certain third-party websites. You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features.

We may disable all or any social media features and any links at any time without notice at our sole discretion.

Disclaimer of Warranties

Notwithstanding any additional terms between you and VC Labs in respect of the Services, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Websites and/or Services.

The Websites and/or the Services are provided on an “as is” and “as available” basis, subject to any additional terms between you and VC Labs, and made without any warranties of any kind, express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for particular purpose. Without limiting the foregoing, VC Labs not anyone associated with VC Labs, represents or warrants that the Websites and/or Services will be accurate, reliable, error free or uninterrupted, that defects will be corrected, that our site or the server that makes it available are free of viruses or other harmful components or that the Websites and/or Services will otherwise meet your needs and expectations.

Limitation of Liability

Unless otherwise provided for, in no event shall VC Labs be liable for any damages whatsoever, including without limitation any indirect, special, punitive, exemplary, incidental, or consequential damages. In no event shall VC Labs, its affiliates, agents, shareholders, employees, or officers have any obligations or liabilities to you or any other person for loss of profits, for loss of business or use, or for any damages, whether based on contract, tort (including negligence), or any other theory or form of action, even if VC Labs has been advised of the possibility of such damages. No action or proceeding may be brought against VC Labs with respect to any claim or dispute arising from the use of this site.

Indemnification

Notwithstanding any additional terms between you and VC Labs, you agree to defend, at your own expense, VC Labs, its affiliates, agents, shareholders, employees, or officers, successors and assigns (the “Indemnified Parties”) from and against any and all claims, suits, actions or proceedings arising out of or relating to your violation of these Terms of Use or your use of the Websites and/or Services (a “Claim”). You agree to indemnify and hold the Indemnified Parties harmless against any damages, losses, costs (including reasonable lawyers’ fees) or judgments awarded against such Indemnified Parties in connection with any Claim.

Governing Law

All matters relating to the Websites and/or the Services, and these Terms of Use and any dispute or claim arising therefrom or related thereto, shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without giving effect to its conflict of laws principles or rules. You agree to the courts of British Columbia (or the federal courts of Canada, as applicable) located in Vancouver having exclusive jurisdiction over you in respect of all actions arising out of these Terms of Use and your use of the Websites and/or Services.

Class action waiver

Where permitted under the applicable law, you and VC Labs agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative action. Unless both you and VC Labs agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

Severability

If any provision of these Terms of Use are found to be contrary to law, the remainder of that provision (if any) and the remaining portion of these Terms of Use, will remain in full force and effect.

Entire Agreement

These Terms of Use, our Privacy Policy and, if you have signed up to use any part of the Services offered by VC Labs, such Master Subscription Agreement or other applicable documentation, constitute the sole and entire agreement between you and VC Labs with respect to your use of the Websites and/or Services and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website and/or Services. In the event of any conflict of terms between these Terms of Use and the Master Subscription Agreement, the Master Subscription Agreement shall control.

Contact Information

To ask questions or comment about these Terms of Use, contact us at legal@vclabs.ca.