Terms of Service

Last Updated: October 1, 2024

1. Introduction

Welcome to Clear Ideas Incorporated ("Company," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our website and application (collectively, the "Services"). By accessing or using our Services, the application users ("you") agree to be bound by these Terms. If you do not agree with any part of these Terms, please do not use our Services.

2. Acceptance of Terms

By registering for, accessing, browsing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

3. Description of Services

Our Services allow users to upload, share, and analyze files with authenticated users they invite. Features include:

• Secure file uploading and sharing.
• Tracking and analytics of file usage, including views and downloads.
• AI-based content analysis using third-party services.
• User control over information sharing and access permissions.

4. User Accounts

a. Registration

To access certain features of the Services, you must create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate and complete.

b. Account Security

You are responsible for safeguarding your password and for any activities or actions under your account. You agree to notify us immediately of any unauthorized access or use of your account.

5. User Responsibilities

a. Compliance with Laws

You agree to comply with all applicable local, provincial, national, and international laws and regulations in connection with your use of the Services.

b. Content Ownership

You retain all rights, title, and interest in and to the files and content you upload ("User Content"). You are solely responsible for your User Content and the consequences of sharing or publishing it.

c. Permissions and Consents

By uploading User Content, you represent and warrant that you have all necessary rights, licenses, and permissions to use and share the content, including any personal or sensitive information contained therein.

6. Prohibited Activities

You agree not to engage in any of the following prohibited activities:

• Uploading content that infringes on any intellectual property rights or violates any laws.
• Sharing content that is unlawful, harmful, threatening, defamatory, obscene, or otherwise objectionable.
• Attempting to interfere with or compromise the integrity or security of the Services.
• Reverse engineering or decompiling any aspect of the Services.
• Impersonating any person or entity or misrepresenting your affiliation.

7. Content Ownership and License

a. User Content License

By uploading User Content, you grant the Company a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display the content solely for the purpose of providing the Services.

b. Feedback

Any feedback, comments, or suggestions you may provide regarding the Services is entirely voluntary, and we are free to use such feedback without any obligation to you.

8. Confidentiality

a. Definition

"Confidential Information" means any non-public information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects.

b. Obligations

Both parties agree to maintain the confidentiality of the Confidential Information and not to disclose it to any third party without prior written consent, except as required by law.

9. Intellectual Property Rights

All rights, titles, and interests in and to the Services, including all intellectual property rights, are and will remain the exclusive property of the Company and its licensors. These Terms do not grant you any rights to use any trademarks, logos, or service marks of the Company.

Our Services utilize open-source software components. We acknowledge and are grateful to the open-source community for their contributions.

10. Data Privacy

Your use of the Services is also subject to our Privacy Policy, which outlines how we collect, use, and safeguard your personal information. By using the Services, you consent to the collection and use of information as described in the Privacy Policy.

11. Fees and Payment

a. Subscription Plans

Certain features of the Services may require payment of fees. You agree to pay all applicable fees as described in the subscription plans selected by you.

b. Billing

Fees are billed in advance on a recurring basis and are non-refundable. The Company reserves the right to change the fees or billing methods upon notice to you.

c. Taxes

All fees are exclusive of taxes, which will be added to your invoice as applicable.

12. Termination

a. By User

You may terminate your account at any time by following the procedures on the Services.

b. By Company

We may suspend or terminate your access to the Services at our sole discretion, without prior notice, for conduct that we believe violates these Terms or is harmful to other users or the Company.

c. Effects of Termination

Upon termination, all licenses and rights granted to you in these Terms will immediately cease. Sections that by their nature should survive termination shall survive, including but not limited to Sections 7, 8, 9, and 13.

13. Disclaimers and Limitation of Liability

a. Disclaimers

The Services are provided on an "AS IS" and "AS AVAILABLE" basis. The Company makes no warranties, either express or implied, about the Services, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

b. Limitation of Liability

To the maximum extent permitted by law, in no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly.

14. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, agents, and employees from any claim or demand made by any third party due to or arising out of your breach of these Terms, your misuse of the Services, or your violation of any law or the rights of a third party.

15. Changes to Terms

We reserve the right to modify these Terms at any time. Any changes will be effective immediately upon posting the updated Terms on the Services. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms.

16. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any legal actions or proceedings arising out of or relating to these Terms shall be brought exclusively in the courts of competent jurisdiction located in Toronto, Ontario.

17. Dispute Resolution

a. Negotiation

In the event of any dispute arising out of or relating to these Terms, the parties shall first attempt to resolve the dispute informally through good-faith negotiations.

b. Arbitration

If the dispute cannot be resolved through negotiation within 30 days, it shall be finally settled by binding arbitration in accordance with the rules of the applicable arbitration association.

18. Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

19. Entire Agreement

These Terms, along with the Privacy Policy, constitute the entire agreement between you and the Company regarding the use of the Services and supersede any prior agreements.

20. No Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and the Company's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

21. Assignment

You may not assign or transfer these Terms or any rights or obligations herein without the prior written consent of the Company. The Company may assign these Terms without restriction.

22. Notices

All notices or other communications required or permitted to be given under these Terms shall be in writing and delivered to the other party by any commercially reasonable means, including electronic mail.

23. Force Majeure

The Company shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond the Company's reasonable control, including but not limited to mechanical, electronic, or communications failure.

24. Language

These Terms are provided in English. If there is a translation of these Terms, the English version shall prevail in the event of any inconsistencies.

25. Contact Information

If you have any questions about these Terms, please contact us at:

• Email: info@clearideas.com