TERMS AND CONDITIONS OF USE

Last Modified: November 30, 2018

Stan A.I. Corp. is a corporation formed pursuant to the Canada Business Corporations Act (R.S.C., 1985, c. C-44). In consideration for permitting your access to our website and services and other good and valuable consideration, you agree as follows:

These terms and conditions (the "Terms") form a legally binding agreement which govern your access to and use of Stan A.I. Corp.'s, ("we", "us" or "our") website hosted at http://textstan.com and other domains and sub-domains owned by us (the "Website") and our SMS text messaging service described below, as updated and amended from time-to-time (the "Service").

These Terms have provisions which limit our liability and impose obligations on you.  You must review these terms, along with any policies incorporated by reference, before using the Website and Service. By using our Website and Service, you, the user ("you" or "your"), represent and warrant that (a) you are of the age of majority; and (b) you have read and understand these terms and agree to be bound by them.  If you are not of the age of majority or do not agree to these Terms, you are not permitted to use our Website or Service.

If you are using the Website and/or Service on behalf of, or in the employ of, an organization (corporation, trust, partnership, etc.), you are agreeing to these terms for that organization and representing and warranting that you have the authority to bind that organization to these terms. In such a case, "you" and "your" will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization are legally bound by these terms which form an agreement between you and Stan A.I. Corp.

About Our Service

Our Service allows property managers, condo corporations and other entities to manage and automate interactions with condominium and apartment residents via SMS text message. Phone numbers to access and interact with our Service are established on a per condominium building or per apartment complex basis (each referred to as a “Property” and collectively “Properties”). If a Property you reside at has entered a services agreement with us, the services agreement permits you to use a designated phone number to interact with our systems and personnel to respond to questions you may have about the Property.

During the term of the applicable services agreement, and so long as you are not in breach of these Terms or any policy incorporated by reference, we grant you the right to access and interact with our Service via SMS messages sent to the phone number assigned to your Property.

Privacy

We use and process your personal information in accordance with our privacy policy, which is incorporated by reference and available online at www.textstan.com/privacy-policy. By using our Website and Service, you consent to such processing and you represent and warrant that all information provided by you is accurate.

ACCEPTANCE OF RISK AND DISCLAIMERS

BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE AND ACCEPT THE FOLLOWING RISKS:

WE MAY PROVIDE LINKS AND REFERENCES TO MATERIAL ON OTHER WEBSITES NOT OWNED OR OPERATED BY US. LINKS FOUND ON OUR WEBSITE OR PROVIDED VIA OUR SERVICE ARE NOT AN ENDORSEMENT AND WE DO NOT REPRESENT OR WARRANT THE ACCURACY OR TRUTH OF THE CONTENTS OF INFORMATION FOUND ON THOSE WEBSITES, OR THAT THE THIRD-PARTY IS REPUTABLE. YOU ACCESS THOSE LINKS AND CORRESPONDING BUSINESSES AND SERVICES AT YOUR OWN RISK. IN SOME CASES, WHERE WE PROVIDE YOU WITH REFERENCE TO A THIRD-PARTY SERVICE PROVIDER, THEY MAY PAY US A REFERRAL FEE.

YOU ACKNOWLEDGE AND AGREE THAT THE TECHNICAL PROCESSING AND TRANSMISSION OF THE WEBSITE AND DATA SENT TO AND FROM OUR SMS MESSAGING SERVICE, INCLUDING YOUR CONTENT, MAY BE TRANSFERRED UNENCRYPTED, HACKED OR STOLEN BY THIRD PARTIES AND WILL INVOLVE TRANSMISSIONS OVER VARIOUS NETWORKS AND DEVICES, INCLUDING NETWORKS AND DEVICES NOT OWNED OR CONTROLLED BY US. YOU AGREE THAT WE ACCEPT NO RESPONSIBILITY FOR, AND YOU SHALL NOT HOLD US LIABLE FOR, ANY HACKED OR STOLEN CONTENT, PERSONAL INFORMATION OR SMS CONVERSATION DATA. ACCORDINGLY, YOU SHOULD NOT PROVIDE SENSITIVE INFORMATION TO US VIA THE SERVICE.

EVERYTHING ON OUR WEBSITE AND PROVIDED AS PART OF OUR SERVICE OFFERING IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.

YOU AGREE THAT WHILE WE STRIVE TO HAVE ERROR FREE AND UNINTERRUPTED SERVICE, WE DO NOT GUARANTEE THE ABSENCE OF INTERRUPTIONS NOR SHALL YOU HOLD US LIABLE FOR ANY DAMAGE SUCH INTERRUPTIONS MAY CAUSE. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE RESPONSE TIMES FOR SMS MESSAGES SENT TO THE SERVICE.  

LIMITATION OF OUR LIABILITY

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE, HOWSOEVER CAUSED (INCLUDING BUT NOT LIMITED TO OUR NEGLIGENCE), FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.

IF YOU ARE DISSATISFIED WITH THE WEBSITE OR SERVICE, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS OR LICENSORS, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE WEBSITE AND SERVICE.

YOU AGREE AND ACKNOWLEDGE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE WEBSITE OR SERVICE WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT LIMITING THE GENERALITY OF THIS SECTION, OR ANY OTHER SECTION LIMITING OUR LIABILITY, YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE FOR THE ACTS OR OMISSIONS, INCLUDING THE NEGLIGENT ACTS OR OMISSIONS, OF OUR INDEPENDENT CONTRACTORS OR THIRD PARTY SERVICE PROVIDERS.  

INDEMNIFICATION AND HOLD HARMLESS

YOU AGREE TO INDEMNIFY US, OUR AFFILIATES, EMPLOYEES, SHAREHOLDERS, DIRECTORS, AGENTS, REPRESENTATIVES AND CONTRACTORS, AND TO DEFEND AND HOLD EACH OF THEM HARMLESS, FROM ANY AND ALL CLAIMS AND LIABILITIES (INCLUDING REASONABLE LEGAL FEES) WHICH MAY ARISE FROM (I) YOUR BREACH OF THESE TERMS OR ANY POLICY INCORPORATED BY REFERENCE; (II) YOUR VIOLATION OF ANY THIRD PARTY RIGHT; OR (III) ANY BREACH OF A REPRESENTATION OR WARRANTY MADE BY YOU TO US, EITHER IN THESE TERMS, PRIVACY POLICY OR OTHERWISE.

Blocking Access to our Service

We may, but have no obligation to, block or ignore SMS messages being sent to us from phone numbers or users that we determine in our sole discretion to be spam, phishing attacks, unlawful, harassing, inappropriate, damaging in any way or which violate our or any third-party's rights, these Terms or any policy incorporated by reference.

Proprietary Rights

Our Website and Service contain open source and public domain content, licenced content as well as proprietary content owned by us and by third-parties.  You are not permitted to copy or distribute any content (including but not limited to text, images, trademarks, videos and audio) on the Website or Service without the express consent of the owner. All other contents of the Website and Service are the property of Stan A.I. Corp. and/or our independent content providers ("ICPs") with all rights reserved. Without limiting the generality of the forgoing, you are not permitted to use any trademark or trade name of Stan A.I. Corp., including our logo, without our written permission.

Your Content

Our Service permits you and other users the ability to send us, upload and post content ("User Content"). You hereby grant us a non-exclusive, irrevocable, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post, text or upload to the Service in order to facilitate the ordinary use of the Service. Such ordinary use includes using your questions and conversation data to build, adapt and improve our overall Service and allow our software and systems to learn about the types of questions users have and to adapt appropriate responses. Please also see our privacy policy for details on the use of your personal information.

In addition to our Acceptable Use Policy which is incorporated by reference and available below, you agree not to use the Service in any manner which may infringe copyright or other intellectual property rights of any third-party or in any manner which is unlawful, offensive, threatening, libelous, defamatory, obscene or in violation of these Terms.

Property and Feedback

All rights, title and interest in and to the Website, Service and their contents or components are and will remain the exclusive property of Stan A.I. Corp., our ICP’s and licensors, including all Intellectual Property Rights (as defined below), even if we incorporate any of your Feedback (as defined below) into subsequent versions.

The Website, Service and their contents are protected by copyright, trademark and other laws of Canada, the United States and foreign countries. Except as expressly permitted in these Terms, you may not reproduce, modify or prepare derivative works, distribute, sell (including selling access to), transfer, publicly display, publicly perform, transmit, or otherwise use the Website, Service or their contents.  

All feedback, comments, and suggestions for improvements (the "Feedback") that you provide to us, in any form, will immediately become our sole and exclusive property. You hereby irrevocably transfer and assign to us and agree to irrevocably assign and transfer to us all of your right, title, and interest in and to all of your Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the "Intellectual Property Rights") therein.

At our request and expense, you agree to execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting and maintaining Intellectual Property Rights and other legal protections for your Feedback. You will not earn or acquire any rights or licenses in the Website, Service or their contents or in any of our Intellectual Property Rights on account of these Terms.  

Copyright Notice

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on our Website or Service, please notify our copyright agent at info@textstan.com. While we take no responsibility for any user who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf.

Linked Sites

Whether or not we are affiliated with websites or third-party vendors that may be linked to our Website or provided to you via the Service, we are not responsible for their content or their services (the "Linked Sites"). The Linked Sites are for your convenience only and you access them at your own risk.  

Amendments

As our Website and Service continue to evolve, we may, at any time, revise these Terms and our policies by updating this page or the page hosting the relevant policy. The date of the last version of these Terms is posted above. As you are bound by these Terms each time you visit our Website or use our Service, you are responsible for periodically reviewing the amendments to these Terms and you are deemed to have accepted and agreed to such amendments by accessing and using the Website and Service after such amendments have been posted. If you do not agree with the amendments, you must immediately stop accessing the Website and Service. We may also undertake to send you notice of any changes to these Terms and our policies.

Law of the Contract (Governing Law) and Jurisdiction.

These Terms, all documents incorporated by reference and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada, (and any Canadian federal laws applicable therein) as it is applied to agreements entered into and to be performed entirely within such province.

You hereby agree to irrevocably and unconditionally submit to the exclusive jurisdiction of the courts and tribunals of Ontario, Canada (including the Federal courts and tribunals as applicable therein) to settle any disputes arising out of or in anyway related to these Terms, all documents incorporated by reference and your relationship with us.  

Severability

If any provision of these Terms are found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

No Construction Against Drafter

If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions of these Terms.

Waiver of Class Proceedings and Trial by Jury

To the fullest extent permitted by law, you hereby waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns and directors.  

To the fullest extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.

Incorporation by Reference

All policies referred to in these Terms or anywhere on our Website or Service are hereby incorporated by reference, including but not limited to our Privacy Policy and Acceptable Use Policy.

Termination

Though we would much rather you stay, you can stop using our Website and Service at any time.  Your cancellation, suspension or termination of access to our Website or Service shall not terminate this agreement.  In particular, and without limiting the generality of the foregoing, any provision concerning the limitation of our liability, your indemnification obligations, the acceptance of risks, settling disputes (including the jurisdiction and choice of law) shall remain binding.

Assignment of this Agreement

These Terms shall enure to the benefit of and is binding upon the parties and their respective successors and permitted assigns. You agree that we may assign this agreement to any successor or assignee, whether pursuant to the purchase of our Website and Service, the transfer of control of Stan A.I. Corp., or otherwise.

Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Other Terms

Any new features that augment or enhance the current Website and Service, including the release of new versions, new products or services, tools and resources, shall be subject to these Terms. Continued use of the Website and Service after any such changes shall constitute your consent to such changes.

ACCEPTABLE USE POLICY

Last Modified: November 30, 2018

WE ACCEPT NO RESPONSIBILITY FOR YOUR ACTIONS OR THE ACTIONS OF OTHER USERS OF THE WEBSITE AND SERVICE (WHETHER ONLINE OR OFFLINE).

You agree to use our Website and Service in accordance with the following acceptable use and code of conduct guidelines. In particular, you agree that you:

  1. Will not upload, send us, copy, distribute, share, or otherwise use content that is unlawful, obscene, defamatory, libelous, harmful, hateful, harassing, bullying, pornographic, threatening, racially or ethnically offensive or abusive, that would violate another person's rights (including their intellectual property rights), constitute or encourage a criminal offense, give rise to civil liability, or violate any local, state, provincial, national or international law or regulation, or that is otherwise inappropriate;
  2. Will not exploit the images of children or disclose personally identifiable information belonging to others without their informed consent;
  3. Will not upload, copy, distribute, share or otherwise use unsolicited or unauthorized advertising, promotional materials, or any junk mail or junk messages;
  4. Will not upload, send us, share links to, copy, distribute, share or otherwise use content that contains or embodies software viruses or any other malicious computer code that is designed to interrupt, undermine, destroy or limit the functionality of any computer software, hardware or communications equipment, or that is designed to perform functions on any software, hardware or equipment without the owner's express consent;
  5. Will not impersonate any person or entity;
  6. Will not use the Website or Service to artificially generate traffic or page links to a Website or for any other purpose not intended;
  7. Will not use the Website or Service in a way that has any unlawful or fraudulent purpose or effect;
  8. Will not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Website or Service, in whole or in part;
  9. Will not circumvent, disable, violate or otherwise interfere with any security related feature of the Website or Service;
  10. Will not rent, lease, sublicense, transfer, sell, trade, resell or exploit for any commercial purposes any portion of the Website or Service;
  11. Will not provide the Property phone number assigned by us to access the Service to any third-party who is not a resident of the Property;
  12. Will not use the Website or Service in any way that intentionally or unintentionally violates any applicable local, state, provincial, national or international law or regulation;
  13. Will not upload, transmit, disseminate, post, store or post links to any content that:
  1. facilitates hacking or unauthorized access or use of data, systems, servers or networks including any attempt to probe, scan or test for vulnerabilities, or to breach security or authentication measures; or
  2. infringes on, or contributes to any infringement of, any intellectual property, material protected by copyright, trademark, patent, trade secret or proprietary right of any party.

We reserve the right in our sole discretion to revise this policy, which will be posted on the Website.