Effective date: December 3, 2023
By using the Services, as defined in an applicable Order Form, whether through a paid subscription, you agree to be bound by these terms of service (“Terms”). These Terms are between you and Libretto Technologies Inc., a Canadian Federal Corporation with a place of business at 300 FRONT STREET WEST, SUITE 3204, TORONTO, ON M5V 0E9, doing business as “Libretto AI” (“Libretto,” “we,” or “us”). “You” means the entity you represent in accepting these Terms or, if that does not apply, you individually. If you are accepting on behalf of another entity, you represent and warrant that: (i) you have full legal authority to bind such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent.
Your Order Form is created (1) following your purchase of one of our services; or (2) after registering for a free trial and includes any order confirmation or ordering documents, related to the Services sent to you and it will specifically reference these Terms. It contains all of the relevant details about you and your purchase, including the entity you represent or who you are, your Initial Service Term, a description of the Services purchased, and, if applicable, your Service Fees. The Order Form together with these Terms of Service, the Libretto Privacy Policy constitutes “the Agreement.”
If you do not agree to these Terms or to any other portion of the Agreement you must not use the Services or register for a free trial. Capitalized terms used in these Terms are defined throughout these Terms and the Order Form. The Agreement takes effect when you create a customer account, click a box indicating acceptance of these Terms, or sign our SaaS agreement, whichever is earlier, and will remain in effect during the relevant subscription term or until terminated as specified in these Terms
PLEASE REVIEW THESE TERMS, THE ORDER FORM, THE LIBRETTO PRIVACY POLICY. CAREFULLY. ONCE ACCEPTED, THIS AGREEMENT BECOMES A BINDING LEGAL COMMITMENT BETWEEN YOU AND LIBRETTO. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE BOX ACCEPTING THIS AGREEMENT AND YOU SHOULD NOT USE THE SERVICES OR REGISTER FOR A FREE TRIAL.
1.1 Subscription Services. Libretto will use commercially reasonable efforts to provide you the Services and applicable support services pursuant to this Agreement*.* The Services are purchased for the Services Fees as subscriptions for the Initial Service Term, as stated in the Order Form, and are renewable.
1.2 Software and Software License. Libretto will also provide you software, applications, and documentation for implementing or supporting the Services (“Software”) pursuant to this Agreement as part of the subscription. With respect to any Software provided to you for use on your devices, we grant you a limited non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term, as defined below, only in connection with the Services.
If you want to use our Services, you need to create a customer account. As part of the account creation process, you will be asked to provide your email address, and to create an administrative username and password. The information you provide must be true and kept up to date. We will use the information you provide us in accordance with our Privacy Policy. You are solely responsible for all use (whether or not authorized) of the Services under your customer account(s). You agree to take all reasonable precautions to prevent unauthorized access to or use of the Services and will notify us promptly of any unauthorized access or use. We will not be liable for any loss or damage arising from unauthorized use of your customer account(s).
3.1 Usage Restrictions. You will not, directly, or indirectly:
(i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or Software.
(ii) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by us or authorized within the Services);
(iii) use the Services or Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (iv) modify, remove, or obstruct any proprietary notices or labels.
3.2 Export Control. You may not remove or export from the United States or allow the export or re-export of the Services, Software, or anything related thereto in violation of any export restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.4.3 Customer Compliance. You represent, covenant, and warrant that you will use the Services and Software only in compliance with all applicable laws and regulations.
3.4 Consent for Personally Identifiable Information. If you provide us with any personally identifiable information about another person, whether through a telephone or video conference recording or otherwise, you represent and warrant that (1) you have that person’s consent to do so; and (2) such person has given consent, whether explicit or implicit, consent for you to transfer that personally identifiable information if required by any applicable laws, rules, and regulations. You are responsible for ensuring that your (and any of your personnel or representatives, if applicable) use, control, processing and treatment of such information are in compliance with all applicable laws, rules and regulations.
3.5 Customer Shall Obtain and Maintain Equipment. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for (a) maintaining the security of the Equipment, your customer account, passwords (including but not limited to administrative and user passwords) and files, and (b) for all uses of your account or the Equipment with or without your knowledge or consent.
3.6 Non-compliant Use of the Services. Although Libretto has no obligation to monitor your use of the Services, Libretto may do so and may prohibit any use of the Services that it believes may be (or alleged to be) in violation of your responsibilities and requirements in this Section 3.