Service AgreementTerms of ServicePrivacy Policy
Terms of Service

Last Updated: September 20, 2023

PLEASE READ THESE TERMS CAREFULLY AS THEY MAY HAVE CHANGED FROM THE LAST TIME YOU VISITED THIS PAGE.

Carity Inc. (“Carity”, “We”, “Our”, or “Us”) is a technology company that creates, operates and maintains a suite of products and services (collectively, the “Services”). These Services may be provided directly by Carity via its own mobile application(s) and/or website(s), or may be used by Our customers for their business purposes (Our customers, referred to as “Our Customers”). If you are a user of the Services (either directly provided by Us or provided by Our Customers), you agree to be bound by these terms of services, as amended from time to time (these terms, as amended, the “Terms”; you, as the user of the Services, “You” or “User”). These Terms only apply to the Services and if You are using the Services as provided by Our Customers, You may be subject to additional terms and conditions of Our Customers.

Please review these Terms carefully as they contain important information regarding Your legal rights, remedies and obligations, including limitation and exclusion clauses, in connection with the use of the Services. By accessing, browsing, visiting, accepting, submitting, or otherwise using the Services, You agree to be unconditionally bound by and to follow these Terms. In the event of any update to these Terms, Your continued use of the Services after any such updates constitutes Your acceptance of the revised Terms.

1. Definitions

“Affiliates” means, with respect to an entity, any person or entity that directly or indirectly owns, is owned by, or is under common ownership with that entity. For purposes of this definition, ownership means control of more than a 50% interest in an entity.

“Privacy Policy” has meaning as defined in Section 2(c).

2. Services

  • (a) Your Content. When using the Services, You may provide inputs (“Your Content”) and in return, the Services may provide outputs (the “Output”). Between You and Carity, You shall own Your Content and We shall own the Output. By submitting Your Content, You represent that (i) You have the necessary rights to provide Your Content to the Services and to be used therewith and (ii) You hereby grant to Carity, a limited, royalty-free, non-exclusive, non-transferable, and non-assignable license to use Your Content in connection with the Services.
  • (b) Artificial Intelligence. The Services may incorporate artificial intelligence, including generative artificial intelligence (collectively, “AI”). AI is a rapidly evolving field of study that is not yet mature and with that, comes risks. We work with various AI solutions, including those from OpenAI, (collectively, the “AI Solutions”) and despite all of Our efforts to provide the most accurate, reliable and safe Services, We do not have direct control over the output from such AI Solutions. By using the Services, You acknowledge these risks. If You are uncomfortable with these risks, please do not use the Services.
  • (c) Data Collection and Use. When You use the Services, We collect information from You and about You. Please review how We collect, use and share information that We collect by reviewing Our privacy policy, which is found at https://carity.ai/legal/privacy (the “Privacy Policy”). If You do not agree with the Privacy Policy, please do not use the Services.

3. Ownership, License and Restrictions

  • (a) Ownership. We own all right, title and interest, including all related intellectual property rights, in and to the Services and between You and Us, any information, data and metadata related to or generated by the Services, including Output. Any rights not expressly granted herein are reserved by Carity and its licensors.
  • (b) Use of the Services. You may access and use the Services for personal and non-commercial use only. Your use must be in accordance with applicable laws and these Terms.
  • (c) Restrictions on Your Use. You may not:
    • (i) remove any copyright, trademark or other proprietary notices from anywhere on the Services;
    • (ii) use the Services for the purpose of creating a service that performs substantially the same functionality as the Services;
    • (iii) violate, circumvent, reverse-engineer, decompile, disassemble or otherwise tamper with the security of the Services;
    • (iv) download, republish, post, transmit, or distribute any portion of the Services except as permitted by a functionality enabled on the Services;
    • (v) link to, mirror, or frame any portion of the Services without the express written permission of Carity;
    • (vi) distribute viruses, worms, malicious code, or software intended to damage, overly burden, interfere with or alter the operations of the Services;
    • (vii) use any program or script to download, copy, capture, scrape, index or otherwise obtain any portion of the Services without the express written permission of Carity; or
    • (viii) perform any actions that would unduly burden or hinder the operations of the Services.

4. Feedback.

We appreciate feedback, comments and suggestions to improve the Services (the “Feedback”). Feedback may be submitted to hello@carity.com or as otherwise provided through the Services. If You submit any Feedback, You grant Us a perpetual, royalty-free, irrevocable, transferable, unrestricted, and sub-licensable right and license to use the Feedback as We desire. You agree that We shall be free to use, disclose, reproduce, license or otherwise distribute and exploit the Feedback as We sees fit. You hereby waive all Your moral rights in the Feedback for the benefit of Carity and its Affiliates and the respective successors, assigns and licensee.

5. Termination

  • (a) You may stop using the Services at any time and all rights granted to You under these Terms shall be terminated accordingly.
  • (b) We may terminate Your access and use of the Services at any time if You fail to comply with these Terms.
  • (c) When You stop using the Services or if We terminate Your access and use of the Services, You will no longer be subject to these Terms, except for Sections 1, 4, 6, 7, 8 and 9, which shall continue to apply to You.

6. Disclaimer, Release and Indemnity

  • (a) Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK WITH NO WARRANTIES (INCLUDING IMPLIED, EXPRESS OR STATUTORY) WHATSOEVER. WE EXPRESSLY DISCLAIM ANY EXPRESS WARRANTIES AND CONDITIONS OF ANY KIND, AND ANY IMPLIED WARRANTIES (TO THE EXTENT PERMITTED BY LAW), INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, STABILITY, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
  • (b) Release. You hereby irrevocably and unconditionally release and forever discharge Carity Inc., its Affiliates, and their directors, officers, employees, agents and contractors (collectively, for the purpose of Sections 6 and 7, the “Released Parties”) from any and all claims, demands, and rights of action, whether now known or unknown, which relate to any interactions with, or act or omission of, any third-party product and/or services, including the AI Solutions (collectively, the “Third Party Services”).
  • (c) Indemnity. You agree to defend, indemnify and hold Carity Inc., its Affiliates, and their directors, officers, employees, agents and contractors (the “Indemnified Parties”) harmless from and against any claims, suits, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) resulting from or relating to: (i) Your use of the Services; or (ii) Your violation of these Terms. We reserve the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify the Indemnified Parties and You agree to cooperate with Our defence of these claims. You agree not to settle any matter without Our prior written consent. We will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.

7. Limitation of Liabilities

  • (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL RELEASED PARTIES BE LIABLE TO YOU FOR ANY: (i) LOST PROFIT, LOSS OF GOODWILL OR BUSINESS REVENUE; (ii) DAMAGES FOR PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS OR DEATH; (iii) INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES; OR (IV) SERVICE INTERRUPTION, COMPUTER DAMAGE, LOSS OF DATA OR COST OF SUBSTITUTE SERVICES; ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES OR THIRD PARTY SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.
  • (b) IN THE EVENT THAT ANY LIABILITIES ARE NOT LIMITED BY SECTION 7(a), BUT TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY AND OBLIGATIONS TO YOU UNDER THESE TERMS SHALL BE LIMITED TO THE LESSER OF: (i) FIFTY CANADIAN DOLLARS ($50.00), AND (ii) AMOUNTS YOU'VE PAID US IN THE PRIOR 12 MONTHS (IF ANY).

8. Third Party Beneficiaries

Our Customers are third-party beneficiaries of these Terms, and that, upon Your acceptance of these Terms, Our Customers will have the right to enforce these Terms against You as a third-party beneficiary thereof.

9. General

  • (a) If any part of these Terms is found to be unenforceable, then that provision will be severed from these Terms and not affect the validity or enforceability of the remaining terms.
  • (b) These Terms are the final, complete and exclusive agreement between You and Us and supersede all prior agreements between Us.
  • (c) We may give You notice by means of a general notice on the Services, or by email if it’s been provided to us. Such notice shall be deemed to have been received by You 24 hours after emailing or posting the notice. You may give notice to Us by sending an email to the email address listed in the “contact us” section, with a copy to legal@carity.com. Such notice shall be deemed to have been received by Us 48 hours after the emailing.
  • (d) These Terms will be governed by the laws of Ontario, Canada without giving effect to any conflict of laws principles.
  • (e) If We don’t enforce a provision of these Terms, it will not be considered a waiver. You can’t transfer Your rights or obligations under these Terms without Our consent. The word “including” means including without limitation. We may assign these Terms in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or bankruptcy or other operation of law, without Your consent.
  • (f) Contact Us:

Carity Inc.

legal@carity.com