Terms of Use

1. Acceptance of Terms

Welcome to Aethos! These Terms of Use ("Terms") are a legal agreement between you and Aethos Labs Inc. ("Aethos," "we," "us," or "our") that governs your use of our website (the "Site") and any related services, features, or content provided by Aethos (the "Services"). By accessing or using the Site or Services, you agree to comply with and be bound by these Terms. If you do not agree to these Terms, please do not use the Site or Services.

2. Changes to Terms

Aethos may, from time to time, modify these Terms. We will notify you of any material changes by posting a notice on the Site or by sending you an email. Your continued use of the Site or Services after such changes constitutes your acceptance of the updated Terms.

3. Registration and User Accounts

To access certain features of the Site or Services, you may be required to register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

4. User Content

You are solely responsible for any content you submit, upload, or otherwise make available on the Site or Services ("User Content"). User Content includes, but is not limited to, text, images, videos, and any other materials you post on the Site or Services. By submitting User Content, you grant Aethos a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, and transferable license to use, modify, reproduce, distribute, display, and perform the User Content in connection with the Site and Services.

5. Restrictions on User Content

You agree not to post, upload, transmit, distribute, store, create, or otherwise publish through the Site or Services any User Content that:

a. is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, or otherwise objectionable;

b. would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law;

c. may infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;

d. impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;

e. constitutes unsolicited promotions, political campaigning, advertising, or solicitations;

f. includes private information of any third party, including, without limitation, addresses, phone numbers, email addresses, and credit card numbers, unless that third party has expressly consented to such use;

g. contains viruses, corrupted data, or other harmful, disruptive, or destructive files; or

h. is content that, in the sole judgment of Aethos, is objectionable or which restricts or inhibits any other person from using or enjoying the Site or Services, or which may expose Aethos or its affiliates or its users to any harm or liability of any type.

6. Zero-Tolerance Policy Towards Spam

Aethos has a “zero-tolerance” policy towards spam. You may not use the Services generally to send commercial or other messages to any third party if those messages are not solicited, authorized, or welcomed by the third party. In your use of the Services, you must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices.

7. No Responsibility for Third-Party Services, Sites, or Content

As a service to our users, the Site or Services may contain links to third-party websites (“Third-Party Sites”) or third-party content (“Third-Party Content”) and may provide integrations to third-party services (“Third-Party Services”), including CRM integrations, that you may use in connection with your use of the Services. You use Third-Party Sites, Third-Party Content (together, the “Third Party Materials”) or Third-Party Services at your own risk.

Aethos makes no claim or representation regarding Third-Party Materials and Third-Party Services, and provides them or links to them only as a convenience. Inclusion in the Site or Services of Third-Party Materials does not imply Aethos’s endorsement, adoption, or sponsorship of, or affiliation with, such Third-Party Materials. Aethos accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature, or reliability of Third-Party Materials, or websites linking to the Site or Services.

You acknowledge that Aethos is not a party to any agreement between you and the provider with respect to such Third-Party Materials and Third-Party Services and Aethos is not responsible for such Third-Party Materials and Third-Party Services, the content therein, or any warranties or claims that you or any other party may have relating to such Third-Party Materials and Third-Party Services or your use of them.

8. Warranty Disclaimer

YOUR ACCESS TO AND USE OF THE SITE, SERVICES, AND CONTENT (COLLECTIVELY, THE “AETHOS SOLUTION”), AND ANY THIRD-PARTY MATERIALS OR THIRD-PARTY SERVICES IS ENTIRELY AT YOUR OWN RISK, AND EXCEPT AS DESCRIBED IN THESE TERMS, ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AETHOS, ITS SUBSIDIARIES AND AFFILIATES, AND THEIR THIRD-PARTY PROVIDERS, LICENSORS, DISTRIBUTORS, OR SUPPLIERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION, WARRANTY, OR CONDITION THAT THE AETHOS SOLUTION OR THIRD-PARTY MATERIALS OR THIRD-PARTY SERVICES ARE OR WILL: (A) BE FIT FOR A PARTICULAR PURPOSE; (B) BE OF GOOD TITLE; (C) BE OF MERCHANTABLE QUALITY; OR (D) NOT INTERFERE WITH OR INFRINGE OR MISAPPROPRIATE ANY INTELLECTUAL PROPERTY RIGHTS. FURTHERMORE, THE SUPPLIERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED AS TO THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE AETHOS SOLUTION. SUPPLIERS DO NOT WARRANT THAT THE AETHOS SOLUTION IS OR WILL BE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, DATA LOSS, ERRORS, THEFT, OR DESTRUCTION.

THE SITE, SERVICES, AND SCORING INFORMATION MAY ONLY BE USED FOR INTERNAL BUSINESS AND INFORMATIONAL PURPOSES. WHILE AETHOS TAKES COMMERCIALLY REASONABLE EFFORTS TO PROVIDE YOU WITH POTENTIALLY SUITABLE LEADS AND PROSPECTS, AETHOS CANNOT GUARANTEE AND DOES NOT REPRESENT OR WARRANT THAT ANY SUCH LEADS OR PROSPECTS WILL ACTUALLY MEET YOUR NEEDS, ENGAGE YOU BUSINESS OR SERVICES, OR ARE SUITABLE FOR ANY PARTICULAR PURPOSE. OUR SERVICES AND SCORING INFORMATION ARE NOT MEANT TO BE A SUBSTITUTE FOR PROFESSIONAL OPINION OR ADVICE, AND MAY NOT BE RELIED UPON FOR THE PURPOSES OF MAKING DECISIONS RELATING TO ANY PERSON'S EMPLOYMENT, OR ANY SPONSORSHIPS, ENDORSEMENTS, OR OTHER DECISIONS RELATING TO SUCH PERSON.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY YOUR BUSINESS OR OTHER REQUIREMENTS OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

9. Limitation of Liability; Indemnity

You waive and shall not assert any claims or allegations of any nature whatsoever against Aethos, its affiliates or subsidiaries, their sponsors, contractors, advertisers, suppliers, or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Aethos Solution or any Third-Party Materials or Third-Party Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Aethos Solution or any Third-Party Materials or Third-Party Services. You use the Aethos Solution and any Third-Party Materials or Third-Party Services at your own risk.

Without limiting the foregoing, neither Aethos nor any other Released Party shall be liable for any direct, special, indirect, incidental, exemplary, punitive, or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Aethos Solution or any Third-Party Materials or Third-Party Services, including without limitation any damages caused by or resulting from your reliance on the Aethos Solution or any Third-Party Materials or Third-Party Services or other information obtained from Aethos or any other Released Party or accessible via the Aethos Solution or any Third-Party Materials or Third-Party Services, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Aethos or any other Released Party’s records, programs or services.

In no event shall the aggregate liability of Aethos, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Aethos Solution exceed any compensation paid by you for access to or use of the Aethos Solution during the three months prior to the date of any such claim. In no event shall Aethos have or incur any liability, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Aethos Solution or any Third-Party Materials or Third-Party Services.

You shall defend, indemnify and hold harmless Aethos and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your or your Authorized Users' use of the Aethos Solution or any Third-Party Materials or Third-Party Services, including any claims made by any person that any of your or your Authorized Users' User Content infringes the rights, including the intellectual property rights, of any third party (collectively, “Indemnified Claims”). Aethos reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Indemnified Claims. You agree to reasonably cooperate as requested by Aethos in the defense of any Indemnified Claims.

10. Communications

Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any number of ways, depending on the circumstances. For example, we may email you or telephone you at the contact information you provide in your Registration Data. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.

Subject to the Privacy Policy, if you send to Aethos or post on the Site in any public area any information, ideas, inventions, concepts, techniques or know-how (“User Submissions”), for any purpose, including the developing, manufacturing and/or marketing or products or services incorporating such information, you acknowledge that Aethos can use the User Submissions without acknowledgment or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any interest you might have in your User Submissions, you should not post them to the Site or send them to us.

11. Applicable Law and Venue

You and Aethos explicitly agree that all disputes, claims, or other matters arising from or relating to your use of the Site, the Content, or the Services will be governed by the laws of [Insert Appropriate Jurisdiction]. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) involving Aethos and arising out of or relating to (a) these Terms; (b) the Aethos Solution; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Site, the Content, or the Services; or (d) the relationships that result from these Terms or the Aethos Solution (collectively, a “Claim”), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.

To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in [Insert Appropriate Venue]. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.

If you choose to access the Site or Services from locations other than [Insert Appropriate Jurisdiction], you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Aethos and the other Released Parties for your failure to comply with any such laws.

12. Termination/Modification of License and Site Offerings

Notwithstanding any provision of these Terms, Aethos reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof and the rights of any third party (including Authorized Users) to which you have granted access to your User Content; (b) block or prevent your future access to and use of all or any portion of the Site or Services or Content and the rights of any third party (including Authorized Users) to which you have granted access to your User Content; (c) change, suspend or discontinue any aspect of the Site or Services or Content; and (d) impose limits on the Site or Services or Content.

13. Term and Termination of Agreement

Subject to the terms of an applicable Enterprise Agreement, order form and/or Statement of Work, the term of these Terms shall be effective for so long as you have a valid and subsisting subscription to the Services in accordance with these Terms.

Aethos may terminate these Terms: (i) with 14 days' written notice if you materially breach these Terms and fail to cure such breach within such 14 day period; or (ii) for convenience with 30 days' written notice to you. Upon such termination, you must pay the fees applicable for the balance of the then current billing period. When your Aethos account is terminated, your User Content will be deleted in approximately 45 days, subject to applicable laws. We may also retain an archival copy of your User Content after termination, and you hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.

If these Terms expire or terminate for any reason, Sections 4 to 6, 8 to 14, 16, 18, 19, and any representation or warranty you make in these Terms, shall survive indefinitely.

14. Miscellaneous

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Aethos may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Aethos, and any such attempted assignment will be void and unenforceable. Subject to the terms of any Enterprise Agreement that are deemed in such agreement to apply to or interact with these Terms, these Terms constitute the entire agreement between you and Aethos regarding your use of the Site, Services and the Content, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Aethos regarding your use of them. The parties confirm that it is their wish that these Terms, as well as any other documents relating to these Terms, including notices, have been and shall be drawn up in the English language only.

Effective Date: Wednesday September 20, 2023