HERO AI BEACON APP
TERMS OF USE
THESE TERMS OF USE (“TERMS”) APPLY TO ALL USERS OF THE HERO AI BEACON APP AND SERVICES PROVIDED BY HERO AI INC (WE”/”US”/’HERO AI”). BY DOWNLOADING THE HERO AI BEACON APP (THE “APP”) AND/OR ACCESSING OR USING THE FEATURES THE APP (THE “SOFTWARE”), AND BY ACCESSING THE HERO AI PLATFORM LOCATED AT HTTPS://WWW.HERO AI.CA/ (“PLATFORM”) OR ANY OTHER PRODUCTS AND SERVICES MADE AVAILABLE BY HERO.AI INC. (“HERO AI”/“WE”/“US”) THROUGH THE APP OR PLATFORM (COLLECTIVELY THE “APP”, “SOFTWARE”, AND “PLATFORM”, ARE REFERRED TO HEREIN AS THE “SERVICES”), MADE AVAILABLE BY, YOU (“YOU”, EITHER AS THE GENERAL “USER”, OR A “PATIENT”, OR “INSTITUTIONAL USER” AS SUCH TERMS ARE DEFINED BELOW) ACKNOWLEDGE AND UNDERSTAND THAT THESE TERMS APPLY TO YOU WHEN YOU DOWNLOAD the app, ACCESS, or USE THE SERVICES. you acknowledge and agree THAT YOU HAVE READ, UNDERSTOOD THEM and agree to be bound by THEM. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT DOWNLOAD OR USE THE APP, OR ACCESS OR USE ANY PART OF THE SERVICES.
HERO AI RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO ALTER OR UPDATE THESE TERMS OF USE AND/OR THE SERVICES AT ANY TIME WITH OR WITHOUT NOTICE INCLUDING, WITHOUT LIMITATION, FEATURES, SPECIFICATIONS, CAPABILITIES, FUNCTIONS, LICENSING TERMS, NEW RELEASE DATES, GENERAL AVAILABILITY OR OTHER CHARACTERISTICS. BY CONTINUING TO USE THE SERVICES AFTER ANY SUCH CHANGES, YOU AGREE TO BE BOUND BY SUBSEQUENT CHANGES AND ACKNOWLEDGE THAT HERO AI SHALL HAVE NO LIABILITY TO YOU AS A RESULT OF ANY SUCH CHANGES.
YOU ACKNOWLEDGE AND AGREE THAT ANY AND ALL USES OF THE SERVICES ARE FURTHER SUBJECT TO HERO AI’S PRIVACY POLICY LOCATED AT WWW.HEROAI.CA/PRIVACY ("PRIVACY POLICY").
1. ABOUT THE SERVICES
The Services may be accessed and used by health care service providers, such as licensed physicians, registered nurses, research associates, and hospital administrators (each an “Institutional Users”) who are permitted users of health care institutions, such as hospitals and clinics if such institutions have an enterprise subscription to use the Services (“Healthcare Institutions”). The Services enable Institutional Users who have downloaded the App and/or signed up to access dashboards within the Hero AI platform to manage and administer aspects of patient care and to manage and supplement the internal resources of Healthcare Institutions. Institutional Users may also have access to in-App internal chat communication features, third party communication and calling integrations, and certain technological functionalities to assist with the coordination, management, and administration of patient care within such Healthcare Institution. The Services also enables patients of Healthcare Institutions (“Patients”) who have downloaded the App to use the patient features of the App such as accessing and sharing certain information with Institutional Users, using in-app tools for communication with Institutional Users and their Healthcare Institutions and for tracking symptoms, health checks/updates and to use scheduling features of the App. Hero AI reserves the right at any time to modify, add, discontinue, or remove any functionality of the App (and the Services generally) at our sole discretion. Your continued use of the App and Services shall indicate your acceptance of any such modifications or changes and consequently, these Terms will continue to apply to you.
Note on Minors: Unless otherwise provided under applicable law, in order to use the App and Services, persons under the age of majority in their province of residence must have parental/legal guardian consent to their download and use of the App and the Services and agreement from their parent/legal guardian to these Terms and our Privacy Policy on behalf of such minors.
Important Note: The App (and its connected Dashboard) are provided to Institutional Users for information management purposes as a support tool to assist in managing patient care and resources management and are not intended to be used by such Institutional Users and their Healthcare Institutions as substitutes in lieu of any already existing hands-on and live practices and verification methods used by such Healthcare Institutions to verify and manage the deployment of resources, and needs of the Healthcare Institution in connection with the delivery of patient care. Similarly, the App, the Software, and the Services generally, and any information or content therein or thereon (“Content”) are provided to Patients for informational and educational purposes only. In respect to Patients, such Content is not intended to be and should not be used by Patients as a substitute for seeking professional, medical advice, diagnosis, or treatment from an Institutional User or any similar applicable health practitioner or service provider. Hero AI is not and shall not at any time be responsible for any clinical diagnosis or decision making by any user, including decisions of Institutional Users, Healthcare Institutions and Patients.
2. REGISTRATION AND USAGE TERMS
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Usage Pre-Requisites. To use and/or register for the Services you must: (a) be over the age of majority in the jurisdiction in which you reside (unless you are using the App with consent from a parent or legal guardian); and (b) if registering or using the App the Services as an Institutional User or on behalf of a Healthcare Institution, you confirm you are authorized to access and use the Services on behalf of that Healthcare Institution. In addition, if you are an Institutional User, you represent (on behalf of yourself and your Healthcare Institution) that you are a fully licensed healthcare practitioner and/or you are currently engaged as an administrator or support worker of a Healthcare Institution and/or have similar designations or permissions authorizing you or permitting you to perform your duties within your capacity as an Institutional User in any such Healthcare Institution under the applicable laws and/or regulations governing your jurisdiction.
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Registering to use the Services. To use the Services, you must first register to create a user account (“Account”) and a password (applicable to both Patients and Institutional Users). You are responsible for all activity that takes place on your account. Please choose a strong password for your account and do not reveal your password to others. You agree that you are responsible for keeping your password confidential and secure, and further, understand that you are solely responsible and liable for any activities that occur under your Account.
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License to App and The Services. Subject to your compliance with these Terms, we grant to you a limited, personal, non-exclusive, non-transferable license to download the App and use the Services for personal use (in the case of Patients) and for Institutional User and Healthcare Institution use but not for resale or further distribution. Your right to use the Services is limited by all terms and conditions set forth in these Terms. Except for this license granted to you herein, we and our licensors retain all right, title, and interest in and to the App, and the entirety of the Services, and the underlying technology, including all related intellectual property rights in the same. Our App, Software, and technology are protected by applicable intellectual property laws, including Canadian copyright law and international treaties.
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Restrictions on Use of the Services. Hero AI may impose certain limitations on the use of the Services, including, but not limited to restricting the number of User Accounts you may register, and/or imposing charges for certain features of the Services. You agree to use the App and the Services only for purposes as permitted by these Terms and not to use the App and/or Services for any purpose prohibited by Hero AI or any applicable laws. Hero AI reserves the right at all times (but will have no obligation) to terminate users without any liability whatsoever to you. In using the App and/or the Services you shall not: (a) intentionally or unintentionally violate any these Terms, or applicable laws, including without limitation using the capabilities of the App (and/or any other part of the Services) to transmit any unlawful content, to harass or intimidate others, to spam third parties or to impersonate anyone else; (b) circumvent any user limits or other license timing or use restrictions that are built into the Software; (c) license, sell, rent, lease, transfer, assign or otherwise commercially exploit the App, the Software, or the Services; (d) modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the App, the Software, or any part of the Services generally; (e) remove any proprietary notices, labels, or marks from the Software, Services or App; (f) unbundle any component of the Software, Services or App and/or; (g) build a product that is competitive to the Software, Services or App; or (h) copy any ideas, features, functions or graphics of the Software, Services or App.
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Security. Information sent or received over the Internet is generally unsecure and Hero AI cannot and does not make any representation or warranty concerning security of any communication to or from the App or through the Services or any representation or warranty regarding the interception by third parties of personal or other information. You understand that the technical processing and transmission of the Services, may involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You are responsible for safeguarding the password that you use to access the Services and you are responsible for any activities or actions under your password. You agree to keep your password secure. If you create an account on behalf of a corporation or entity, you are responsible for any actions of administrative users you add to your account and you are liable for any payment obligations that they incur for example by selecting specific paid features or services. Log-ins are intended for one user only and are not to be shared by multiple users. Hero AI will not be liable for any loss or damage arising from your failure to comply with these requirements.
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Indemnification. You agree to defend, indemnify and hold Hero AI, its affiliates, subsidiaries, directors, officers, employees, agents, partners, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) your use of the App and Services, and any information or Data Metrics collected from by the Software as connected to the App; (b) any violation by you of these Terms; (c) your violation of any rights of another (d) any violation by you of any applicable laws; and (e) any breach of any representation or warranty made by you in these Terms. This Section shall survive the termination or expiration of these terms and/or your use of the App, Software, and/or Services.
3. DATA TERMS
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Personal Information. When you register to use the App and the Services, we will have access to certain personal information about you including information provided to us by you or Healthcare Institutions as well as information automatically collected through your use of the Services including but not limited to device data. Please review our Privacy Policy carefully as it sets out how we collect, store and process personally identifiable information including protected health information from or about Users of the Services. For example, by using our Services you are agreeing to our sharing of your records across participating Healthcare Institutions to help streamline and facilitate the use of your Services. If you do not agree with any of our privacy practices, you must not download the App or use the Services.
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User Content and Anonymous Service Data. Except for material we may license to you, Hero AI does not claim ownership of the materials and/or content created or transmitted by Users through the use of the App (“User Content”). You grant Hero AI a worldwide, royalty-free, non-exclusive license to collect, use, and store User Content to provide the Services generally to our Users. In addition, you further grant us a worldwide, perpetual, irrevocable royalty-free license to create aggregated and anonymized statistical analytics from User Content, Metrics Data and service usage data in connection with use of the Services’ features and functionalities and interactions with the App (and the Services) to further develop Hero AI’s machine learning models, algorithms, learned elements, biases, attributes, and attribute transformations (“Learned Elements”), and use such Learned Elements and data points to improve upon the App, Software, and the Services (“Anonymous Service Data”). Hero AI exclusively owns Anonymous Service Data, including all intellectual property rights in and to the Anonymous Service Data, and you hereby assign, transfer and convey to Hero AI any ownership interest you may have in any Anonymous Service Data.
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As used herein, “Metrics Data” means data and metrics concerning a patient’s care needs, a Healthcare Institution’s capacity, accommodation, resources, and patient care management, and any other measurements facilitated by the Services may be gathered.
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Feedback. In addition to Anonymous Service Data, we may ask you to provide us with (and we welcome) suggestions, comments, and feedback in connection with your use of the App, and the Services (“Feedback”). If you provide us with Feedback you agree that: (a) we are not subject to any confidentiality obligations in respect to the Feedback; (b) the Feedback is not confidential or proprietary information belonging to you or any third party and you have all of the necessary rights to disclose the Feedback to us; (c) Hero AI (including all of its successors and assigns) may freely use Feedback without any restrictions; and (d) you are not entitled to receive any compensation or reimbursement of any kind in respect of Feedback.
4. THIRD PARTY CONTENT AND INTEGRATIONS
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Third Party Content; Embedded Third-Party Components. The App and the Services may contain technology and data that is licensed by Hero AI from third parties, and use of such third party technology and data are sublicensed to you hereunder in connection with your use of the App and Services, for their intended purpose. In addition, the App and Software may contain links to other Platforms that are not owned or controlled by Hero AI. Hero AI is also not responsible for the content of any linked Platforms and accepts no liability or responsibility for your access and use of such third-party links, and in no event shall any such third-party links displayed on our App and/or the services constitute our endorsement of them. Any third-party Platforms or services accessed from the Platform or App are subject to the terms and conditions of those Platforms and or services and you are responsible for determining those terms and conditions and complying with them. AS SUCH, YOU HEREBY RELEASE HERO AI FROM ALL LIABILITY AND/DAMAGES THAT MAY ARISE FROM YOUR USE OF ANY SUCH THIRD-PARTY INTEGRATIONS, PLATFORMS, LINKS, AND/OR THE SERVICES WHICH THEY MAY PROVIDE TO YOU.
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Third Party Integration Partners. Third-party services may be integrated with or provided as optional within the Services by third-party service providers have integrated with the Services (“Third-Party Integration Partners”). Hero AI is also not responsible for the delivery of any product or service offered by third parties including Third-Party Integration Partners. In order to receive access to a Third-Party Integration Partner’s products or services, you will need, in most cases, to sign-up directly with the Third-Party Integration Partner. For certain services offered by Third-Party Integration Partners, you will be required to pay a fee to Hero AI to turn on the third-party service. Any third-party Platforms or services (including those offered by Third-Party Integration Partners) are subject to the terms and conditions of those Platforms and or services and You are responsible for determining those terms and conditions and complying with them. The presence of a link to any other Platform(s) does not imply that Hero AI endorses or accepts any responsibility for the content or use of such Platforms, and You hereby release Hero AI from all liability and/damages that may arise from Your use of such Platforms or receipt of services from any such Platforms.
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Third Party App Stores. Mobile users of the Services acknowledge and agree that the availability of the App and the Services is dependent on the app store from which you received the App license (each an “App Marketplace”). You acknowledge that the terms of service for the App are between you and Hero AI and not with the App Marketplace from which you obtained a copy of the App. Hero AI, not the App Marketplace, is solely responsible for the Platform, App, and Service, the content thereof, maintenance, support services, and warranty therefore, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Marketplace in connection with the Platform, App, and Service. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the applicable App Marketplace’s terms and policies). You acknowledge that the applicable App Marketplace (and its subsidiaries) are third-party beneficiaries of these Terms and will have the right to enforce them.
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Third Party Dependencies. The Services depend on Internet availability, including networks, cabling facilities and equipment as well as connectivity to servers at Healthcare Institutions, all of which are not within Hero AI’s control. Accordingly, no guarantee is given in respect of any minimum level regarding access, performance, speed, reliability, availability, use or consistency of the Services. Further, aspects of the Service are dependent on the accuracy and completeness of data being submitted by users (whether Institutional Users, Healthcare Institutions or Patients) and Hero AI accepts no liability whatsoever for any results of the Services or use thereof which is based on any user providing information or data which is incorrect, incomplete, inaccurate or false.
5. TERM AND TERMINATION
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Termination Generally. You may terminate your Account and/or stop using the Services at any time. In addition, for Institutional Users, your right to access and use the Services will terminate or be reduced to limited features if your Healthcare Institution’s subscription to use the Services expires or is terminated for any reason.
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Termination by Hero AI. Hero AI may immediately terminate or suspend all or a portion of a User Account and/or access to the App and/or Services for cause. Cause for such termination shall include, but not be limited to: (a) violations of these Terms or any other policies or guidelines that are referenced herein and/or posted on the Services or Platform; (b) a request by you to cancel or terminate your account; (c) discontinuance or material modification to the Services or any part thereof; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where the provision of the App or the Services to you is or may become unlawful; (f) unexpected technical or security issues or problems; (g) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by Hero AI in its sole discretion, and Hero AI will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account and/or access to the App and Services.
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Effect of Termination. On termination (either by you or by us), you will no longer have access to the full features and functionality of the App, the Software, and the Services.
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Revocation of Access by Legal Guardians and Parents. Hero AI reserves the right, without liability, to revoke access to a Patient User Account in the event that the child requests it (including but not limited to situations where the child has reached the age of majority or is an emancipated minor) or if Hero AI considers the revocation appropriate in order to comply with any applicable laws. Hero AI may also revoke access to any person who ceases to be a legal guardian of a patient who is a minor, or if requested by an Institutional User or Healthcare Institution on reasonable grounds. Through the capabilities of the Services, Patients may also have the ability to effectively remove access to other users by changing log-in details for the User Account and Hero AI will have no liability or responsibility for the same.
6. IMPORTANT DISCLAIMERS AND LIMITATIONS OF LIABILITY.
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Disclaimers. The App and the Services, including all underlying technology and functionality connected thereto and/or integrated therein, are made available to you on an “as is’ basis. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, MOBILE CARRIER DATA CHARGES, OTHER THIRD-PARTY DATA CHARGES, BACKUP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, (ALL SUCH CHARGES AND FEES FOR WHICH YOU ARE RESPONSIBLE TO PAY), AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ANY USER CONTENT, MATERIALS, OR OTHER INFORMATION (MEDICAL OR OTHERWISE) DOWNLOADED, TRANSMITTED, STORED, ACCESSED, OBTAINED THROUGH, OR OTHERWISE MAINTAINED, THROUGH, ON, OR BY THE USE OF THE APP, THE SOFTWARE, AND GENERALLY THE SERVICES (INCLUDING BUT NOT LIMITED ANY INACCURATE OR INCOMPLETE DATA PROVIDED BY INSTITUTIONAL USERS OR PATIENTS) IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE APP (ITS SOFTWARE), AND THE SERVICES. NO INFORMATION OBTAINED BY YOU THROUGH APP (ITS SOFTWARE), OR THE SERVICES GENERALLY WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, HERO AI, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT, THE CONTENT AND DATA METRICS ARE ACCURATE, RELIABLE, CORRECT; AND UP TO DATE; THE APP (ITS SOFTWARE) AND THE SERVICES (GENERALLY) WILL MEET YOUR REQUIREMENTS; THE SERVICES (IN WHOLE OR IN PART) WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; AND ANY DEFECTS OR ERRORS WILL BE CORRECTED NOR DOES HERO AI WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET.
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WAIVER. Hero AI is a technology provider and not a provider of medical advice or any medical services. To the fullest extent permitted by law, Hero AI will not be responsible for the actions, inactions, errors, omissions, or negligence of any Healthcare Institution, Institutional User or Patient including but not limited to inaccurate or incomplete data and any decision making of users, sharing or disclosure of data by or between users or for any personal injuries, death, property damage, or other damages of expenses resulting therefrom and You expressly waive the right to bring any claim against Hero AI, its successors, assigns or related companies, directors, officers or employees in respect of any and all actions, causes of action, damages, claims, cross-claims and demands of any kind in connection with the foregoing.
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Limitations of Liability. IN NO EVENT SHALL HERO AI, ITS AFFILIATES, AGENTS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE APP, SOFTWARE OR SERVICES. IN NO EVENT SHALL HERO AI, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) EXCEED ONE HUNDRED CANADIAN DOLLARS ($100.00).
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THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
7. General TERMS
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Access to Your Account and Content. You acknowledge and agree that Hero AI may access, use, preserve and/or disclose your Account information and User Content if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to (a) comply with legal process or request; (b) enforce these Terms, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Hero AI, its users or the public as required or permitted by applicable law.
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Export Control. Use of the Services and App may be subject to the export and import laws of Canada, the United States, and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, but without limitation, the App may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the App or the Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the App or the Services for any purposes prohibited by Canadian law or any other applicable laws.
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Notices. Hero AI may provide you with notices regarding the App, the Software, and the Services, including changes to these Terms, by email or by postings in-App notifications, on the Platform and/or the Services generally.
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Governing Law & Disputes. These Terms shall be governed by and construed in accordance with the laws in effect in the Province of Ontario without giving effect to any principles of conflicts of law. Any legal action or proceeding between Hero AI and Users shall be brought exclusively in a court of competent jurisdiction located in Toronto, Ontario, and you consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that you may have or that may hereafter arise to contest such jurisdiction of such courts.
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Entire Agreement. These Terms (together with the Privacy Policy) constitute the entire agreement governing the use of the App, the Software, and the Services by individual users. These Terms shall not be modified except by a new posting of these Terms by Hero AI at our sole discretion. 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. Our failure to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. You may not assign any part of these Terms or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent. Hero AI may assign these Terms for any reason without notice to you.
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Questions/Contact. If you have any questions about these Terms or if you wish to receive any additional information, provide feedback or raise any concerns in relation to the App or the Services, please contact us at: [support@heroai.ca].
Last Updated: September 6, 2023