Heartbeat Ai Technologies Inc.

Term of Service

Last Updated February 14, 2020

Heartbeat Ai Technologies Inc. provides high-performance text emotion analytics tools for people-centric companies.

This website (“Site”) and platform (“Platform”) is operated by Heartbeat Ai Technologies Inc. It is available at: www.heartbeatai.com and may be available through other addresses, subdomains or channels

Terms of Use

Please read these Terms of Service (“User Terms”) carefully, as they contain information about your legal rights, remedies, and obligations. By accessing or using the Heartbeat Website or Platform (the “Services”), these User Terms apply to you.

These User Terms are a legally binding contract between you and us. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the Privacy Policy, you confirm that you have read, understand, and agree to be bound by the User Terms and the Privacy Policy. “We”, “our”, and “us” refers to Heartbeat Ai Technologies Inc. (“Heartbeat”), “You”, and “yours” refers to “Authorized User”.

Authorized Users

An organization or other third party that we refer to in these User Terms as “Client” has invited you to use the Services. For example, if you have been invited by your employer, Client is your employer.

Client has entered into a separate written agreement with us (the “Contract”) which permits Client to configure and offer the Services to you and others (each an “Authorized User”). If you are both Client and an Authorized User, then both the Contract and these User Terms apply to you.

The Contract contains our commitment to deliver the Services to Client, who may then invite Authorized Users to participate in the Services. When an Authorized User (including you) submits text or other information to the Services (“Client Data”), they acknowledge and agree that the Client Data is owned by Client and Client has permitted us to use, modify, and aggregate Client Data for the purpose of providing the Services (“Aggregated Information”) and further, that we will own the Aggregated Information. While the Aggregated Information will include information derived from your use of the Services, your Client Data will not be individually identifiable.

The Relationship between You, Client, and Us

AS BETWEEN US AND CLIENT, YOU AGREE THAT IT IS SOLELY CLIENT’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED USERS OF ANY RELEVANT CLIENT POLICIES AND PRACTICES AND ANY SERVICES CONFIGURATION WHICH MAY IMPACT THE PROCESSING OF CLIENT DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CLIENT DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF Client DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED USER RELATING TO OR BASED ON Client DATA, THE SERVICES OR Client’S FAILURE TO FULFILL THESE OBLIGATIONS.

Disclaimer

ALL SERVICES ARE PROVIDED “AS IS” AND HEARTBEAT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE UNDER THIS AGREEMENT, AND HEARTBEAT SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, HEARTBEAT MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THE SPECIFICATIONS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN Client AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD PARTY MATERIALS.

The Basics

All Authorized Users must agree to our Privacy Policy (https://www.heartbeatai.com/privacy-policy). You are here at the pleasure of Client (and us), and these User Terms remain effective until Client’s Contract with us expires or terminates, or your access to the Services is terminated by Client or us. As between you and us, you are under no obligation to use the Services and, while these User Terms remain in effect, you may discontinue use at any time and for any reason.

Limitation of Liability

If we believe there is a violation of the Contract, User Terms, Privacy Policy, or any other of our policies which can simply be remedied by Client’s removal of certain Client Data or taking other action, we will, in most cases, ask Client to take action rather than intervene. We may take what we determine to be appropriate action if Client does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorized users, or any third parties. You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Services will remain with you. IN NO EVENT WILL YOU OR WE HAVE ANY LIABILITY TO THE OTHER FOR ANY LOSSES OR DAMAGES IN CONNECTION WITH THESE USER TERMS, WHETHER DIRECT OR INDIRECT, PUNITIVE, EXEMPLARY, IMMEDIATE OR CONSEQUENTIAL, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.

Terminating these terms

These Terms are effective until terminated by us, which we may do at any time and without notice to you. In the event of termination, all restrictions imposed on you by these Terms and limitations of liability set out in these Terms will survive.

Survival

The sections titled “The Relationship Between You, Client, and Us”, “Limitation of Liability”, and “Survival”, and all of the provisions under the general heading “General Provisions” will survive any termination or expiration of the User Terms.

Terms of Use Revisions

We may, at any time and at our discretion, vary these Terms by publishing revised terms on the Heartbeat Ai website. Materials and information on the Heartbeat Ai website and Platform are subject to change without notice. We make every effort to ensure up-to-date information, however, we are not liable if any content is inaccurate or out-of-date.

General Provisions

Content you upload

You may be permitted to upload Client data and other content (User Content) on our Site.

You agree that you are solely responsible for all User Content that you upload and make available on or through our Site. You represent and warrant that:

you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by these Terms); and
neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Site will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You shall not upload Client data files that contain personally identifiable information (PII) of itself, Affiliates or Users into the Platform.

We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), remove any User Content.

You agree that any data files you upload into the Platform may incur fees or utilize volume measured in Adjust Verbatim Units (“AVU”) that will be applied to the Client and is determined by the Contract between the Client and us.

Ownership of Data and Copyright

You acknowledge and agree that we own all Aggregated Information, and that we may use it for any purpose including, but not limited to, publication of and creation of derivative works from the Aggregated Information. However, under no circumstances will our use reveal to a third party your identity or any confidential information.

You hereby grant Heartbeat the full right to use data and information collected (i) to provide Client the Deliverables and/or Services; and (ii) generate and use Aggregated Information (as defined below).

“Aggregated Information” means all information derived from your use of Services and Deliverables, including without limitation, emotion analytic data sets and analysis and other content and which is sufficiently different from Client Data that Client data cannot be reverse engineered or otherwise identified from the inspection, analysis or further handling of such derived information, data or content. Aggregated data (i) is not identifiable to any person or entity (including the Client), (ii) does not contain any of the Client’s confidential information or intellectual property, and (iii) is combined with similar data of the Heartbeat’s other Client Data. Aggregated data is primarily used in the creation and modification of taxonomies which is the core functionality of the technology.

Heartbeat does not claim any interest in the Client data, but Heartbeat will own all Aggregated Information and will retain the right to create, use, store, disclose, sell and publish such Aggregate Information, including but not limited to publication of, and creation of derivative works from, the Aggregated Information, provided that such usage will not reveal to a third party any Confidential Information or the identity of Client.

Restrictions on Use

You acknowledge and agree that you have been granted access to the Services by Client, and you will use the Services only for the purposes for which you were granted access. You agree that you will not create any derivative works from the Services; reverse engineer, decompile, disassemble or otherwise attempt to discover the underlying source code of the Services; share your access or credentials with any other person; publish or disclose to third parties any evaluation of the Services without our prior written consent; access the Services in order to build a competing product; copy any features of the Services; or willfully tamper with the security of the Services or other Authorized Users’ accounts.

Competitors are excluded from using our Site

You are prohibited from using our Site, including our Content, in any way that competes with our business.

What happens if we discontinue our Site

We may, at any time and without notice to you, discontinue our Site, in whole or in part. We may also exclude any person from using our Site, at any time and at our sole discretion. We are not responsible for any Liability you may suffer arising from or in connection with any such discontinuance or exclusion.

Other

Notices

Except as otherwise expressly set forth in this Agreement, all notices, requests, consents, claims, demands, waivers and other communications under this Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

Privacy Policy

As part of these User Terms, you agree to comply with the most recent version of our which is incorporated by reference into these User Terms. Please review our Privacy Policy (https://www.heartbeatai.com/privacy-policy)for more information on how we collect and use data relating to the use and performance of our Services.

Modifications

From time to time, we may change these User Terms. If we make a material change to the User Terms, you will see the new User Terms pop up the next time you use the Services. You can review the most current version of the User Terms and any other related documents, including the Privacy Policy (https://www.heartbeatai.com/privacy-policy), at any time by visiting our website (http://www.heartbeatai.com). Any material revisions to these User Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

Waiver

No failure or delay by you or us in exercising any right under the User Terms will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability

The User Terms will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.

Assignment

You may not assign any of your rights or delegate your obligations under these User Terms, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

Governing Law; Venue; Waiver of Jury Trial; Fees

The User Terms and any disputes arising out of or related hereto are governed by and will be construed in accordance with the internal laws of the Province of Ontario and the federal laws of Canada applicable in that province, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the province of Ontario. Any claim arising out of, or related to this Agreement or the rights granted hereunder will be instituted exclusively in the courts of Ontario located in Toronto, and each Party irrevocably submits to the jurisdiction of such courts in any such Claim. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the User Terms. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Entire Agreement

The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Contract and the User Terms, the terms of the Contract will first prevail, followed by the provisions in these User Terms, and then followed by any pages referenced in these User Terms (e.g., the Privacy Policy). You will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

Contacting Heartbeat

Please feel free to contact us if you have any questions about these User Terms. You may contact us at info@heartbeatai.com or by mail at:

Heartbeat Ai Technologies Inc.
2967 Dundas St. W. #581
Toronto, ON
M6P 1Z2