TERMS OF SERVICE

Telem 61 Software Inc. dba trophi.ai (“trophi.ai”, “us”, “we”, “our”) owns and operates the website located at trophi.ai (“Website”) and provides the gaming companion, coaching, and analysis services and the trophi.ai platform (“Platform”), as described on the Website (together with Website and Platform, “Services”). These Terms of Service (“Terms”) apply to all users of the Services, including paying trophi.ai customers (“Customer”), users browsing the Website, and users accessing alpha or beta features (together with Customer, “User”, “you”, “your”). 

By clicking a checkbox to indicate acceptance of these Terms or by using the Services, you indicate that you have read and accepted these Terms, which constitute a binding legal agreement between you and trophi.ai. If you do not accept these Terms, then do not use the Services. You are not permitted to accept these Terms or use the Services on behalf of another individual or entity. Please note that the collection, use and disclosure of Personal Information (as the term is defined in the Privacy Policy) will be governed by the trophi.ai Privacy Policy available at https://www.trophi.ai/privacy-policy (“Privacy Policy”). 
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These Terms may be amended or updated by trophi.ai from time to time at our sole discretion. If we make changes to these Terms, we will notify you by updating the “Last Updated” date at the top of these Terms, providing a notice via the Services, and/or by sending you an email (as appropriate). Following such revisions, we may require you to provide consent to the updated Terms before continuing to use the Services. Any material revisions to these Terms shall become effective thirty (30) days following the date of the notice and your acceptance of the revised Terms or decision to continue using the Services thereafter (as applicable) shall constitute your acceptance of the revised Terms. If you do not agree to any such revisions, your only recourse is to stop using the Services.

1. REGISTRATION AND ACCESS

(a) Account. Users may access and browse the information available on the Website free of charge. To use certain aspects of the Services, such as the Platform, you will be required to create an account (“Account”), either by registering manually or by being granted Account access by us via a Third-Party Service. You agree to (i) provide accurate, current, and complete information as may be prompted by any Account registration forms (“Registration Data”); (ii) maintain the security of your Account credentials (or Third-Party Integration credentials, as applicable); and (iii) promptly update the Registration Data as necessary. If you think the security of your Account or Registration Data has been compromised, please contact us immediately. In the event of a dispute regarding the Account owner, we reserve the right to request documentation to determine Account ownership. If we are unable to reasonably determine the rightful Account owner, we reserve the right to temporarily disable an Account until resolution has been determined. 

(b) Eligibility. To use the Platform, you must create an Account and you must download the Platform onto a compatible personal computer. You are solely responsible for setting up your device to install and run the Platform. 

(c) Supported Offerings. The Services offered through the Platform are compatible with a select number of video games (“Games”). You are responsible for purchasing, installing, and setting up Game functionality as may be required to receive the Services. You acknowledge and agree that these Terms do not apply to or govern your use of Games or the ability to share Game content or gameplay with us or other third parties.

2. TRIAL SERVICES

In the event of a conflict between Section 2 and any other portion of these Terms, Section 2 shall control.

(a) General. trophi.ai may, at its sole discretion, make certain paid features of the Services available free of charge on a trial basis (“Trial”). You may be required to provide a payment method to sign up for the Trial. Upon registration, trophi.ai will make the applicable part of the Services (“Trial Service”) available to you until the end of the Trial Service period, provided that trophi.ai may terminate the Trial at any time in its sole discretion. Additional terms maybe applicable to the Trial and will be made available to you at the time of registration and will be incorporated into these Terms by reference.

(b) End of Trial. At the end of the Trial period: (i) if the Trial required a payment method, your Account will automatically convert to a paid Subscription and you will be charged Fees for the Services covered by your Trial Service unless you terminate your Trial prior to the expiry of the Trial period; or (ii) if the Trial did not require a payment method, you will lose access to the Trial Service and will be required to pay Fees to receive access to the equivalent part of the Services. Any User Content, Outputs, and any customizations made to the Services made during the Trial will be permanently lost unless you purchase access to the same Services as covered by the Trial Services or export such data before the end of the Trial period.

(c) Representations and Warranties. All Trial Services are provided “as-is” without any warranty and Trophi.ai shall have no indemnification obligations nor liability of any type with respect to any damages arising out of your use of the Trial Services. You shall be fully liable to trophi.ai for any damages to trophi.ai arising out of your use of any Trial Service during the Trial period, including without limitation, any breach of these Terms during the Trial period.

3. INTELLECTUAL PROPERTY AND DATA RIGHTS

(a) User License. Subject to your compliance with these Terms, trophi.ai grants you a non-transferable, non-exclusive, limited license to access and use the Services solely for your internal use.

(b) Reservation of Rights. The Services, including without limitation any software or code embedded therein and any Output, are the property of trophi.ai and its licensors and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. You acknowledge and agree that you have no right, license, or authorization with respect to any of the technology underlying the Services except as expressly set forth in these Terms. The Services are licensed to you and not sold. Except as expressly stated herein, nothing in these Terms gives you a right to use trophi.ai’s names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent.

(c) User Content License. By uploading any Game data, software, text, audio, video, images, or other data (collectively, “User Content”) to the Platform or otherwise sharing User Content with us via the Services, and by generating Outputs, you grant trophi.ai (and our affiliated companies and our and their agents) a non-exclusive, royalty-free, paid-up, irrevocable, transferable, worldwide license (with the right to sublicense) to use, copy, modify, transmit, display, distribute and otherwise exploit such User Content and Outputs to the extent necessary to provide and improve the Services and meet our obligations to you.

(d) Analytical Information. The license in Section 2c shall include the right for trophi.ai to use and copy User Content and/or Outputs for the purpose of creating aggregated and anonymized statistical analytics in respect to Services use (“Aggregated Statistics”). trophi.ai shall own all Aggregated Statistics.

(e) User Content Restrictions. You represent and warrant that you are solely responsible for (i) obtaining all necessary licenses, permissions, and consents to ensure User Content can be shared with trophi.ai as contemplated herein; (ii) the accuracy, quality, integrity, legality, reliability, and appropriateness of User Content; (iii) the consequences of sharing User Content via the Services to which you do not have rights in or title to; and (iv) ensuring that uploading User Content via the Services does not violate terms governing Games, any applicable laws or the rights of any third party. Although trophi.ai does not monitor all User Content, we reserve the right to edit, modify or remove any User Content or refuse to host or process any User Content which we reasonably consider to be in breach applicable laws or these Terms or our other policies.

(f) Feedback. trophi.ai shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate into the Services and/or any other trophi.ai products or services any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the Service.

4. RESTRICTIONS ON USE OF THE SERVICES

(a) Our Rights. trophi.ai reserves the right, at all times and at its sole discretion (but will have no obligation), to terminate or reclaim Accounts, or to limit or terminate your access to some or all aspects of the Services. We also reserve the right to access, read, preserve, and disclose any information available to us via the Services that we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to User support requests; or (v) protect the rights, property or safety of our Users and the public. We may use the capabilities of the Services to confirm your compliance with these Terms.

(b) User Restrictions. In using the Services, you shall not: (i) copy any information, or materials unless expressly permitted to do so herein; (ii) upload any User Content through the Services that: (I) is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of a third party’s rights, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, or (in trophi.ai’s sole discretion) is otherwise objectionable (II) you do not have a right to make available under any law or contractual relationship; (III) infringes any patent, trademark, trade secret, copyright, or other proprietary rights of a third party; (IV) is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (V) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Services, any computer software or hardware, telecommunications equipment, or that compromise anyone’s privacy; (VI) contain any falsehoods or misrepresentations or creates an impression that you know is incorrect, misleading, or deceptive, or (VII) could damage or harm minors in any way; (iii) impersonate any person or entity or misrepresent your affiliation with a person or entity; (iv) interfere with or disrupt the Services or servers or networks connected to the Services, disobey any requirements, procedures, policies or regulations of networks connected to the Services, probe, scan, or test the vulnerability of any system or network, or breach or circumvent any security or authentication measures; (v) violate terms governing Games or any applicable law or regulation; (vi) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (vii) modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer the any part of the Services, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (viii) create more than one Account to circumvent the restrictions set out herein; and (ix) access the Services in a manner that utilizes the Services’ resources more heavily than would be the case for an individual person using the Services on a conventional device.

5. FEES

(a) General. The applicable fees (“Fees”) governing subscriptions to paid features of the Services (“Subscription”) shall be made available to you at the time of Customer onboarding. Depending on the Services module selected, Customer may be required to pay recurring Fees, to pay one-time Fees, or to pay Fees as they are incurred depending on usage of the Services (as applicable). Customer must maintain accurate payment information and notify us of any changes to billing information. Customer must provide a valid payment method within ten (10) days of a missed Fee payment to continue their Subscription without interruption.

(b) Changes to Subscription. If Customer’s modification to their Services module results in changes to Fees, the new Fees will be effective and billed on the first day of the subsequent Services billing cycle. Customer acknowledges and agrees that downgrading a Subscription plan may cause the loss of Outputs or access to certain Service features or customizations.

‍(c) Billing. Fees will be billed on the first day of each Subscription monthly or annual billing cycle, as selected by Customer at the time of Subscription registration, until the end of the Customer’s Subscription term. Upon expiry of the initial Subscription term, Customer shall be automatically renewed for an additional term of the same length as the initial term. Upon renewal, Customer will be charged Fees at the then-current price for the Services for each such renewed term. Client may cancel their Subscription term at any time via the Services.

‍(d) Payment and Late Fees. Fees shall be collected via a Third-Party Service.  If incurred and outstanding Fees are not paid for more than 30 days, in addition to other remedies, we may suspend and/or terminate your access to the Services without notice. Any incurred Fees not received from Customer by their due date may accrue (except with respect to Fees then under reasonable and good faith dispute), at our discretion, late charges at the rate of 1.5% of the outstanding balance per month (18% per annum), or the maximum rate permitted by law, whichever is lower, from the date Fees were due until the date paid.

(e) Refunds and Taxes. All Fees are non-refundable and are exclusive of any taxes, duties or levies assessed by applicable governmental authorities (“Taxes”). All Taxes (exclusive of any Taxes based upon trophi.ai’s net income) shall be assumed by and paid for by Customer, not trophi.ai. 

(f) Suspension of Services. If Customer fails to provide an updated Subscription payment method per Section 4a above or Fees are thirty (30) days or more overdue (except with respect to Fees then under reasonable and good faith dispute), in addition to any of its other rights or remedies, trophi.ai reserves the right to suspend your access to the Services, without any liability to you, until all outstanding Fees are paid in full.

6. THIRD PARTY SERVICES

The Services may integrate with, rely on, or contain links to third-party websites, platforms, and services (including artificial intelligence technologies (“AI Services”)) that are not owned or controlled by trophi.ai (“Third-Party Services”). In no event shall any use of, integration with, or reference to a Third-Party Service be construed as an approval or endorsement by us of that Third-Party Service. You should evaluate the accuracy of any output generated by the Services (“Output”) when you provide inputs into the Services. You shall be solely responsible for all decisions made, advice given, actions taken, and failures to take action based on use of or reliance on Outputs. trophi.ai does not represent or warrant that Outputs will be accurate or applicable for your desired use or will be unique to you.

7. AVAILABILITY

We may alter, suspend, or discontinue use of or access to the Services or any parts thereof at any time, at its sole discretion, and for any reason. The Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. We may periodically add or update Services functionality or materials available via the Services without notice. We will use commercially reasonable efforts to make the Services available to you at all times except for: (a) planned downtime, including but not limited to maintenance; or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, malfunction of computer or network equipment, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, health pandemics, strikes or other labour problems.

8. CONFIDENTIAL INFORMATION

(a) Definition of Confidential Information. “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”) in connection with the Services, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business and marketing plans, know-how, technology, technical and financial information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

(b) Confidentiality; Protection. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party’s prior written permission. The Receiving Party agrees to protect the Confidential Information of Disclosing Party in the same manner that it protects its own Confidential Information (but in no event using less than reasonable care).

(c) Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.

(d) Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

9. DISCLAIMERS

(a) GENERAL. THE SERVICES ARE PROVIDED “AS IS” AND TROPHI.AI DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR GUARANTEE ANY RESULT, THAT THE SERVICES WILL BE UNINTERRUPRED, SECURE OR ERROR-FREE, THAT RESULTS OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED. TROPHI.AI SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. 

(b) GAMES AND THIRD-PARTY SERVICES. TROPHI.AI DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY GAMES OR THIRD-PARTY SERVICES OR YOUR USE OR RELIANCE ON OUTPUTS OR THIRD-PARTY SERVICES.

10. LIMITATION OF LIABILITY

TROPHI.AI, OUR REPRESENTATIVES, AFFILIATES, LICENSORS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING BUT LIMITED TO FUNDAMENTAL BREACH), TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND PERSONAL INJURY), OR OTHERWISE, RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM: (I) YOUR USE OF, YOUR INABILITY TO USE, OR YOUR RELIANCE ON THE SERVICES OR OUTPUTS; (II) ERRORS, MISTAKES, OMISSIONS OR INACCURACIES IN OR ON THE SERVICES; (III) GAMES OR THE TERMS GOVERNING GAMES; (IV) THE COST OF PROCURING SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES; AND (V) ANY OTHER LOSSES OR DAMAGES OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES OR OUTPUTS OR RELIANCE THEREON. THESE LIMITATIONS SHALL APPLY EVEN IF TROPHI.AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TROPHI.AI’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE LOWER OF (X) ONE HUNDRED CANADIAN DOLLARS ($100); OR (Y) AMOUNTS RECEIVED BY TROPHI.AI FROM YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

11. INDEMNIFICATION

(a) Indemnification. To the extent permitted under applicable law, you shall, at your own expense, indemnify and hold trophi.ai and its subsidiaries, affiliates, Representatives, successors and assigns (“Indemnified Parties”) harmless from all claims, actions, proceedings, demands, damages, losses, costs, and expenses (including reasonable attorneys’ fees) awarded against or incurred by Indemnified Parties as a result of any third party claim arising in connection with User Content shared by you through the Services and/or any violation by you of these Terms, terms governing Games, the rights of trophi.ai or any third party, or any applicable law or regulation. For the purposes of this Section 10(a), you acknowledge that trophi.ai is acting as agent and trustee for Indemnified Parties.

(b) Indemnification Conditions. trophi.ai will provide notice to you of any claim, suit, or proceeding requiring indemnification in accordance with Section 10(a). trophi.ai reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under Section 10, and you agree to cooperate with any reasonable requests assisting trophi.ai’s defense of such matter. This Section 10 does not require you to indemnify trophi.ai for any unconscionable commercial practice by trophi.ai or for trophi.ai’s gross negligence, fraud, deception, false promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Services.

12. TERMINATION

(a) Termination by You. You may terminate these Terms at any time and for any reason by discontinuing use of the Services. Customers may terminate their Subscription at any time via the Services and/or by notifying us. Upon a request to terminate a Subscription, Customer will continue to have access to paid features covered by Fees already paid until the end of the then-current Subscription billing cycle.

(b) Termination by trophi.ai. trophi.ai may, under certain circumstances and without prior notice, immediately terminate your ability to access the Services or portions thereof. Cause for termination shall include, but not be limited to: (i) breaches or violations of these Terms; (ii) requests by law enforcement or other government agencies or our other partners; (iii) discontinuance or material modification to Services (or any part thereof); (iv) unexpected technical, security or legal issues or problems; or (v) or any reason at our sole discretion. Any termination of your access to the Services by trophi.ai shall be in addition to any other rights and remedies that trophi.ai may have.

(c) Effect of Termination. Your rights to use and access the Services and all licenses granted by trophi.ai to you herein will immediately end upon termination of your access to the Services and may result in deletion of your Account and removal or irrevocable deletion of User Content. Sections 2b-f, 3-5, 7-10, 11c, 13 and 14 of these Terms shall survive termination. Termination shall not release you from payment of any unpaid Fees incurred on and up to the date of termination (as applicable).

13. SECURITY

Information sent or received over the internet is generally unsecure and trophi.ai cannot and does not make any representation or warranty concerning security of any communication to or from the Services, or any representation or warranty regarding the interception by third parties of information you may submit to us via the Services. 

14. JURISDICTION

Any dispute or claim arising out of or in connection with Services will be governed and interpreted by and under the laws of the Province of Ontario, Canada without giving effect to any conflict of laws principles. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with these Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.

15. GENERAL

These Terms constitute the entire agreement between you and trophi.ai relating to the Services. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of trophi.ai to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by trophi.ai must be in writing and shall only apply to the specific instance identified in such writing. You may not assign the Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise, without trophi.ai’s prior written consent. trophi.ai may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of trophi.ai’s business, shares or assets.