Lexilia'sTerms of Use

Updated: January 11, 2024

These Terms of Use apply to your use of Lexilia and Lexilia’s services for entities and individuals, along with any associated software applications and websites (collectively, the “Services”). These Terms of Use form an agreement between you and Lexilia.AI Corp. (the “Company”), and they include our service terms and important provisions for resolving disputes through arbitration. By using our Services or accessing Lexilia (whether or not you have clicked “I agree”, “Accept” or any similar button), you agree to these Terms of Use. If you use the Services in your role as an employee or agent of an entity (such as a corporation, company, partnership or other organization), you hereby represent, warrant and agree that: (a) you are duly authorized to enter into these Terms of Use in your personal capacity and on behalf of such entity; and (b) these Terms of Use will be binding on both you and such entity.

Our Privacy Policy sets out the principles on which we collect and use personal information. Although the Privacy Policy does not form a part of the Terms of Use, you should familiarise yourself with the Privacy Policy.

Registration and Access

Minimum Age. You must be at least 18 years old or the minimum age required in your country to consent to use the Services. If you are under 18 or the relevant minimum age, you must have your parent’s or legal guardian’s permission to use the Services, and we reserve the right to require proof of your age and/or such permission.

Registration and User Information. You must provide accurate and complete information to register for an account to use our Services. You may not share your account credentials or make your account available to anyone else and are responsible for all activities that occur under your account or using your account credentials. You must maintain and promptly update your user information, contact information and any other information you provide to us, receive and promptly reply to communications from us electronically, and notify us immediately if you discover any use of your account credentials or our Services that you did not authorise or that violates these Terms of Use.

Using Our Services

Permitted Use. Subject to your compliance with these Terms of Use, you may access the platform and use our Services. In using our Services, you must comply with all applicable laws and any documentation, guidelines or polices we may from time to time make available to you, as well as any generally accepted principles of using web-based applications and online behaviour.

Prohibited Use. You may not use our Services for any illegal, harmful or abusive activity.

Software. Our Services may allow you to download software, such as mobile applications, which may update automatically to ensure that you are using the latest version. Our software may include open-source software that is governed by its own licenses. Corporate Domains. If you create an account using an email address owned by an organisation (such as your employer), that account may be added to the organisation’s business account. Once your account is transferred to your organisation’s account, the organisation’s administrator will be able to control your account, including being able to access Content (as defined below) and restrict or remove your access to the account. Third Party Services. Our services may include third party software, products or services (collectively, “Third Party Services”) and some parts of our Services may include output from those services (“Third Party Output”). Third Party Services and Third Party Output are subject to their own terms, and we are not responsible for them, including their accuracy or availability at any given time. Feedback. We appreciate your feedback, and you agree that we may use it without restriction or compensation to you.

Content

Your Content. You may provide input to the Services (“Input”) and receive output from the Services based on the Input and the data collected by the Platform (“Output”). Input and Output are collectively referred to as “Content”. You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms of Use. You represent and warrant that you have all rights, licenses, authorisations and permissions needed to provide Input to our Services.

Ownership of Input. As between you and us, to the extent permitted by applicable law, you retain your ownership rights in Input. You hereby authorize us and our affiliates, suppliers and licensors to use, process, store, transmit, possess, copy, reproduce and create derivative works of the Input for purposes of providing the Services.

Similarity of Content. Due to the nature of our Services and artificial intelligence, Output may not be unique, and other users may receive similar output from our Services. We do not assign to you any other users’ output or any Third Party Output.

Our Use of Content. We may use Content to provide, maintain, develop and improve our Services, comply with applicable law, enforce our terms and policies and keep our Services safe. You are providing to us a world-wide, non-exclusive, irrevocable, fully paid-up license to all Content.

Accuracy. Artificial intelligence and machine learning are developing fields of study. We are working to improve our Services to make them more accurate, reliable, safe and beneficial to you and all users of our Services. Given the probabilistic nature of machine learning, use of our Services may, in some situations, result in Output that is not completely accurate. By using our Services, you understand and agree that:

• Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice or judgment.
• You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.
• Our Services may provide incomplete, incorrect or offensive Output that does not represent the views of the Company or any of its owners, affiliates, directors, officers, representatives, agents, lenders, advisors or any other stakeholders. If Output references any third party products or services, that does not mean that the third party endorses or is affiliated with the Company or the Platform, nor does it mean that the Company or the Platform endorses such third party products or services.

Our IP Rights

We and our affiliates own all rights, title and interest to the Platform and the Services. You agree and acknowledge that the Platform and Services (including any algorithms, models and documentation) constitute valuable property that is protected by applicable intellectual property rights and other proprietary rights, laws and treaties of the United States and other countries. Such intellectual property and proprietary rights may include patent rights (including patents), copyrights (including copyright registrations), trademarks and service marks (including registration therefore), trade secret rights, trade dress protection, and database rights, and all such rights are and will remain the property of us or our suppliers or licensors. You will not acquire any ownership of or title to the Platform or Services or any such intellectual property and proprietary rights. Except for the Usage Right (as defined below), you will not receive any right or license (express, implied or otherwise) in or to the Platform or Services or any such intellectual property and proprietary rights. You may only use our name and logo in accordance with our Brand Guidelines to be drafted. Subject to the terms and conditions of this Agreement, we hereby grant you a non-exclusive, non-assignable, non-transferable, non-sublicensable, personal, limited right, exercisable solely during the Usage Period (as defined below) (“Usage Right”), to: (a) access and use the Services; and (b) personally display the Output on display screens of any computer, mobile device or other hardware that is possessed and controlled by you or the party paying for our services (“Access Device”). (“Usage Period“) is the period that you are allowed to use the Platform based on the terms that you have agreed with the Platform. The Usage Right will automatically terminate upon the ending of the Usage Period. As a condition of the Usage Right, you will not directly or indirectly (by causing or permitting others to) copy, download, or reproduce the Services or any related software application (“Application”) or any component thereof except to the extent that we have designed portions of such Application to be downloaded and installed onto Access Devices. In such event, you will download and install no more than a single copy of the applicable Application portion, and you agree that you will not use the Application after the end of the Usage Period. As an additional condition of the Usage Right, you will not directly or indirectly (by causing or permitting others to): (a) license, sublicense, sell, resell, market, lease, sublease, loan, rent, transfer, assign, distribute, display (except for your personal display on your Access Devices), host, outsource, disclose, make available or accessible to any third party, or otherwise commercially exploit the Platform or Services or grant any right to access or use the Platform or Services to any third party; (b) modify, enhance, adapt, improve or create derivative works of the Platform or Services; (c) decompile, disassemble, decrypt, reduce to human-readable form, port, translate, localize, hack or reverse engineer any object code of the Platform or Services or assemble or attempt to reverse engineer, reconstruct, identify, or discover any source code of the Platform or Services, the structure, sequence, or organization of such source code or any algorithms, methods, or models contained therein; (d) “frame” or “mirror” the Platform or Services on any third party server or other infrastructure; (e) enter into time-sharing or data processing service arrangements involving use of the Platform or Services with any third party, including any of your affiliates; (f) remove, alter or modify any product identification, trademark, copyright, patent, or other notices or markings contained in, displayed by, or provided with the Platform or Services; (g) access or use any Platform or Services in order to build any software, product, or service that is competitive or similar to the Services or any portion thereof; (h) provide or submit through the Services, any data, information, computer code, content, media, works or material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (i) interfere with, disable, encumber, impede, or disrupt the integrity or performance of any Services, the data contained therein or part thereof, or the operation of the Platform or Services; (j) attempt to gain unauthorized access to the Platform or Services or its related systems or networks; (k) access, use, or copy any portion of the Platform or Services through the use of bots, spiders, Web crawlers, indexing agents, or other automated devices or mechanisms; (l) cause or enable any robot, bot, spider, scraper, wanderer, gatherer, harvester, site search/retrieval application or other automatic device, data processor, software module or process to: (i) penetrate, interact with or operate with the Platform or Services; (ii) conduct any step of any process managed by the Platform or Services; or (iii) extract, data mine, pull or retrieve any information or data from the Platform or Services; (m) create any denial of service with respect to any Services; (n) intercept the communications of any third party using the Services or falsify the origin of your or any end-user’s communications, or attempt to do any of the foregoing; (o) perform any automated, semi-automated, server-based, or software-driven testing of the Platform or Services without our prior written consent, including functional evaluation, benchmark, vulnerability, performance, load, stress, and security testing; (q) bypass or circumvent any login credentials (including usernames and passwords), login information, license keys, access keys, physical and electronic keys, authentication steps, security codes or any other security controls of us or our affiliates, licensors or suppliers; or (r) access or use the Platform or Services after the Usage Period. Failure to adhere to the rules and conditions set out in this section may subject you to penalties and liabilities under patent laws, copyrights laws, trademark laws, intellectual property laws, and civil and criminal statutes. We may monitor your use of and access to the Services to ensure compliance with the Terms of Use and any other applicable rules, policies, deadlines and instructions. By using the Services, you expressly consent to such monitoring.

Paid Accounts

Billing. If you purchase any Services, you will provide complete and accurate billing information, including a valid payment method. For paid subscriptions, we will automatically charge your payment method on each agreed-upon periodic renewal until you cancel. You are responsible for all applicable taxes, and we will charge tax when required. If your payment cannot be completed, we may suspend your access to our Services until payment is received.

Cancellation. You can cancel your paid subscription at any time. Payments are non-refundable, except where required by law. These Terms of Use do not override any mandatory local laws regarding your cancellation rights.

Changes. We may change our prices from time to time. If we increase our subscription prices, we will give you reasonable notice, and any price increase will take effect on your next renewal so that you can cancel if you do not agree to the price increase.

Termination and Suspension

Appeals. If you believe that we have suspended or terminated your account in error, you can file an appeal with us by following the procedure prescribed on the Platform.

Disclaimer of Warranties

OUR SERVICES ARE PROVIDED ON AN “AS IS”, “WHERE IS” AND “AS AVAILABLE” BASIS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, NONE OF US, OUR AFFILIATES, SUPPLIERS, DISTRIBUTORS OR LICENSORS MAKES ANY WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND EACH OF US, OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED. YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUT FROM OUR SERVICE IS AT YOUR SOLE RISK, AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. YOU ACKNOWLEDGE AND AGREE THAT WE AND OUR SUPPLIERS DO NOT OPERATE OR CONTROL THE INTERNET, AND THAT VIRUSES, WORMS, TROJAN HORSES, OTHER UNDESIRABLE DATA OR SOFTWARE, AND UNAUTHORIZED THIRD PARTIES (E.G., HACKERS) MAY OBTAIN ACCESS TO OUR SERVICES AND CAUSE DAMAGE TO YOUR INPUT, WEBSITES, COMPUTERS, OR NETWORKS. WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY SUCH DAMAGE NOR WILL ANY SUCH EVENTS CONSTITUTE OUR BREACH OF THESE TERMS OF USE.

Limitation of Liability

NEITHER WE NOR ANY OF OUR AFFILIATES, SUPPLIERS, DISTRIBUTORS OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY TO YOU WILL NOT EXCEED THE GREATER OF THE AMOUNT THAT YOU PAID FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED US DOLLARS (US$ 100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Some countries and states do not allow the disclaimer of certain warranties and/or certain limitations of liabilities. If the disclaimers or limitations above are affected by applicable laws in this manner, our responsibilities shall be limited to the maximum extent permitted by applicable law. THE COMPANY’S AFFILIATES, SUPPLIERS, LICENSORS AND DISTRIBUTORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS SECTION.

Indemnity

If you are a business, entity or organisation, to the extent permitted by law, you will indemnify and hold harmless us, our affiliates, suppliers, distributors, licensors, and our directors, officers, employees, representatives, agents and advisors, from and against all costs, losses, liabilities and expenses (including attorneys’ fees) from third party claims arising out of or relating to your use of the Services or Content or any violation of these Terms of Use.

Dispute Resolution

YOU AND THE COMPANY AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

MANDATORY ARBITRATION. You and the Company agree to resolve any claims arising out of or relating to these Terms of Use or our Services, regardless of when the claim arose, even if it was before these Terms of Use existed (a “Dispute”) through final and binding arbitration.

Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before either of us files a claim against the other, we both agree to try to resolve the Dispute informally. You agree to do so by sending us notice using the “Disputes” form on our website. We will do so by sending you notice to the email address associated with your account. If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate arbitration. We both agree to attend an individual settlement conference if either party request one during this time. Any statute of limitations will be tolled during this informal resolution process.

Arbitration Forum. If we are unable to resolve the Dispute, either of us may commence arbitration with National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures and/or Supplemental Rules for Mass Arbitration Filings, as applicable. The activities described in these Terms of Use involve interstate commerce and the Federal Arbitration Act will govern the interpretation and enforcement of these arbitration terms and any arbitration.

Arbitration Procedures. The arbitration will be conducted by videoconference if possible, but if the arbitrator determines a hearing should be conducted in person, the location will be mutually agreed upon, in the county where you reside, or as determined by the arbitrator, unless the batch arbitration process applies. The arbitration will be conducted by a sole arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California. The arbitrator will have exclusive authority to resolve any Dispute, except the state or federal courts of California have the authority to determine any Dispute about enforceability, validity of the class action waiver, or requests for public injunctive relief, as set out below. Any settlement offer amounts will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any. The arbitrator has the authority to grant motions dispositive of all or part of any Dispute.

Exceptions. This section does not require informal dispute resolution or arbitration in the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorised use or abuse of the Services or intellectual property infringement or misappropriation.

CLASS AND JURY TRIAL WAIVERS. You and the Company agree that Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceedings. Class arbitrations, class actions and representative actions are prohibited. Only individual relief is available. The parties agree to sever and litigate in court any request for public injunctive relief after completing arbitration for the underlying claim and all other claims. This does not prevent either party from participating in a class-wide settlement. You and the Company knowingly and irrevocably waive any right to trial by jury in any action, proceeding or counterclaim.

Batch Arbitration. If 25 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within 90 days of each other, then you and the Company agree that NAM will administer them in batches of up to 50 claimants each (“Batch”), unless there are less than 50 claimants in total or after batching, which will comprise a single Batch. NAM will administer each Batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each Batch. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batch, it will be severed and arbitrated in individual proceedings.

Severability. If any part of these arbitration terms is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class arbitration, class action or representative action, this entire dispute resolution section will be unenforceable in its entirety.

Copyright Complaints

If you believe that your intellectual property rights have been infringed, please send a notice to the address below. We may delete or disable content that we believe violates these Terms of Use or is alleged to be infringing, and will terminate accounts of repeat infringers where appropriate. 200 Oak St, Ridgewood, NJ 07450 Written claims concerning copyright infringement must include the following information:

• A physical or electronic signature of the person authorised to act on behalf of the owner of the copyright interest
• A description of the copyrighted work that you claim has been infringed upon
• A description of where the allegedly infringing material is located on our site or in the Output, so we can find it
• Your address, telephone number and email address
• A statement by you that you have a good faith belief that the disputed use is not authorised by the copyright owner, its agent or the law
• A statement by you that the above information set out in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorised to act on behalf of the copyright owner.

General Terms

Assignment. You may not assign or transfer any rights or obligations under these Terms of Use, and any attempt to do so will be void. We may assign our rights and obligations under these Terms of Use to any affiliate, subsidiary or successor in interest of any business associated with our Services.

Changes to these Terms of Use or our Services. We are continually developing and improving our Services. We may update these Terms of Use or our Services accordingly from time to time, including due to changes in law or regulations, for security and safety reasons, due to circumstances beyond our reasonable control, due to changes we make in the usual course of developing our Services, to adapt to new technologies, or otherwise. We will give you reasonable advance notice of changes to these Terms of Use that materially adversely impact you either via email or in-product notification. All other changes will be effective as soon as we post them to our website. If you do not agree to the changes, you must stop using our Services.

Delay in Enforcing Terms of Use. Our failure or delay to enforce a provision is not a waiver of our right to do so later. Except as provided in the dispute resolution section above, if any portion of these Terms of Use is determined to be invalid or unenforceable, that portion will be enforced to the maximum extent permissible, and it will not affect the enforceability of any other terms.

Trade Controls and Sanctions. You must comply with all applicable trade laws, including sanctions and export control laws. Our Services may not be used by, in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Our Services may not be used for any end use prohibited by applicable trade laws, and your Input may not include materials or information that requires a government license for release or export.

Entire Agreement. These Terms of Use contain the entire agreement between you and the Company regarding the Services, and supersede any prior or contemporaneous agreements or understandings between you and the Company.

Governing Law. New York law will govern these Terms of Use, without regard for any conflicts of law principles.