Terms of Use
Updated July 20th, 2023
Invert Inc. (“Invert”) is committed to the reduction of greenhouse gas (“GHG”) emissions and is pleased to provide to you certain applications, websites, software, content, products, and services to enable you, (the individual accessing and/or using same (“you“)) to learn about, support and participate in forums and activities focused on the reduction of GHG emissions (“Invert Services“).
You can access certain aspects of the Invert Services without registering with Invert or creating an account. However, for some Invert Services, you will need to create an account and select the Invert Service that is right for you. There are different types of Invert Services available to you, including our free Invert Services (provided without fee) and our Invert Services subject to fees (provided to you upon payment of the applicable fees). To learn more about which Invert Service is right for you, please see the descriptions of the Invert Services available through our applications and websites.
By accessing or using an Invert Service, you are acknowledging and confirming your agreement with these Terms of Use, current as at the time that you access or use such Invert Service. If you do not agree to any of these Terms of Use, then do not access or use the Invert Services. These Terms of Use may change from time to time. Please check back regularly to review same.
You agree that these Terms of Use are like any written negotiated agreement signed by you, and you agree to be bound by, and fully comply with them. You represent and warrant that you have all necessary right, power and authority to enter into these Terms of Use and to perform and otherwise discharge all of your obligations hereunder and that your access and/or use of the Invert Services does not and will not violate any applicable laws (including, for greater certainty, the anti-money laundering, securities and export control laws of Canada, the United States of America, United Kingdom or the European Union).
You acknowledge and agree that you are only being granted a license to access and use the Invert Services that you have selected and that, for greater certainty, such license shall not be construed as to grant to you the right to use any other applications, websites, software, services or documentation of Invert or its suppliers, or to access, use or otherwise exploit the Invert Services in any manner other than as expressly permitted by these Terms of Use and the Invert Service that you have selected.
ARTICLE 1
INVERT SERVICES
1.1 Invert provides the Invert Services to you for your own personal, non-commercial use. When selecting an Invert Service, you may be provided notice of, and be required to agree to, additional terms applicable to such service. By using such Invert Service, you are agreeing to such additional terms. You understand that the Invert Services do not constitute legal, financial, professional, medical or healthcare advice or diagnosis and cannot be used for such purposes.
1.2 A part of the Invert Services, you may be permitted to undertake certain transactions. You are responsible for any transaction that you undertake using the Invert Services. When undertaking a transaction as part of an Invert Service, you may be provided notice of, and be required to agree to, additional terms applicable to such transaction. By undertaking such transaction, you are agreeing to such additional terms.
1.3 You shall not sublicense, lend or lease the Invert Services, or otherwise make the Invert Services available, to any third party, unless express permission is received. You shall not permit the Invert Services to be subject to any timesharing, service bureau, subscription service or rental activities.
1.4 You shall not, directly or indirectly, send, submit, post, receive or otherwise facilitate, or in any way use, or permit to be used, the Invert Services, to send, submit, post, receive or otherwise facilitate the transmission of any materials that are abusive, obscene, profane, sexually explicit, threatening, or materials containing blatant expressions of bigotry, racism or hate. You shall comply with all applicable laws (including, but not limited to laws relating to privacy, obscenity, copyright, trademark, confidential information, trade secret, libel, slander or defamation). Notwithstanding any other provision in these Terms of Use, Invert may terminate these Terms of Use, or any of the licenses granted herein, immediately, without notice, if it is determined that you or someone through you have failed to comply with any applicable laws.
1.5 You acknowledge and agree that certain Invert Services may generate outputs and content, including artificial intelligence character response content (“Output“) in whole or in part using a third party large language model (generative AI) (an “LLM“). Given the probabilistic nature of machine learning, use of an LLM and as a result, use of the Invert Services may in some situations result in incorrect or irrelevant Output that does not reflect real people, places or facts, or inappropriate or offensive Output that does not reflect the opinions or beliefs of Invert. You should evaluate the Output as appropriate for your use case, including by using human review of the Output. You acknowledge that you are solely responsible for deciding to use, accept or reject the Output from the Invert Services. Notwithstanding anything herein to the contrary, Invert shall have no liability to you arising from or related to the Output of the Invert Services, or the results of your use of such Output. You are solely responsible for conclusions drawn from use of the Output, and for usage of the Output to achieve your intended results. If the Invert Services.
ARTICLE 2
INTEGRATIONS, NETWORKS AND COMMUNICATIONS
2.1 The Invert Services may integrate, be integrated into, or be provided in connection with third-party websites, services, applications, platforms, and/or content. We do not control those third-parties or the products they make available. You should read the terms of use agreements and privacy policies that apply to such third-party products. If you access an Invert Service using an Apple iOS, Android or Microsoft Windows-powered device or Microsoft Xbox One, Apple Inc., Google, Inc. or Microsoft Corporation, respectively, shall be a third-party beneficiary of this contract. However, these third-party beneficiaries are not a party to this contract. You agree that your access to the Invert Services using these devices also shall be subject to the usage terms set forth in the applicable third-party beneficiary’s terms of service. You represent that you have read and agreed to those terms.
2.2 When you access the Invert Services through a mobile network, your network or roaming provider’s messaging, data and other rates and fees will apply. Downloading, installing or using certain Invert Services may be prohibited or restricted by your network provider and not all Invert Services may work with your network provider or device. You may need a high speed Internet connection and/or minimum system and/or browser requirements to access and use certain aspects of the Invert Services.
2.3 When you use the Invert Services, you may be given the opportunity to consent to receive communications from us through email, text, and/or mobile push notifications. Standard text and calling rates will apply. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. You can opt out of promotional communications by managing your account settings or be contacting us through the process described with such communication. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE INVERT SERVICES.
2.4 When you use the Invert Services, you may grant certain permissions to us for your device and/or accounts. Most mobile device platforms provide additional information regarding these permissions and how, if possible, to changes your permission settings. By downloading, installing or using the Invert Services, you agree to receive automatic software updates (as applicable).
ARTICLE 3
ACCOUNTS, PASSWORDS, YOUR CONTENT
3.1 The Invert Services are provided in accordance with Invert’s system security policies, as updated by Invert from time to time (provided always that any such update does not materially reduce the security of the Invert Service).
3.2 Access codes and passwords shall be provided to you only in accordance with Invert’s system security policies.
3.3 You acknowledge and agree that the user identification provided by Invert to you, so that you may access or use the Invert Services, and the passwords selected by and used by you in conjunction with the user identifications are to be kept secret and confidential. You shall not disclose such user identifications or passwords to any other party without the express permission of Invert.
3.4 You acknowledge and agree that you shall be responsible for each and every access or use of the Invert Services that occurs in conjunction with such passwords and user identifications, and that Invert is authorized to accept the user identifications and passwords as conclusive evidence that you have accessed or used the Invert Services.
3.5 You agree that you will not attempt to, nor permit anyone else to, enter restricted areas of Invert’s computer systems or perform functions that you are not authorized to perform pursuant to these Terms of Use. Invert may, without notice, temporarily suspend your, or any other party’s, access to or use of the Invert Services, (including, without limitation, any specific areas hosted within our other applications and websites and/or the Invert Services) by deactivating any password(s) or links to the Internet if Invert reasonably suspects that you, or any other parties, are obtaining unauthorized access to Invert’s other systems or information, or are using otherwise valid user identifications or passwords in any other unauthorized manner. These suspensions will be for such periods as Invert may reasonably determine is necessary to permit the thorough investigation of such suspended activity. Notwithstanding any other provision in these Terms of Use, Invert may terminate these Terms of Use, or any portion of the licenses granted herein, immediately, without notice, if it is determined that you have undertaken, permitted, or failed to prevent, such unauthorized activity.
3.6 Invert will use commercially reasonable efforts to maintain periodic back-up’s of the items supplied by you for inclusion in, use in association with, or uploading to the Invert Services (including data, documents, text, pictures, photographs and graphic), each as may be stored within the Invert Service (your “Content“). Except as expressly provided herein, Invert shall not be responsible or liable for the deletion or accuracy of your Content, the failure to store, transmit, encrypt (or otherwise secure) or receive your Content, or the storage, transmission, encryption (or other security) or receipt of any other communication involving the use of the Invert Service. You are solely responsible for your Content.
3.7 You shall only provide to Invert Content that you own or are authorized to utilize in the manner that such Content will be utilized within the Invert Services. Your Content is your responsibility. Invert has no responsibility or liability for it, or for any loss or damage your Content may cause to you or other people. Although we have no obligation to do so, we may, in our sole discretion, remove, delete, screen, adapt or edit without notice any of your Content posted or stored through the Invert Services, and we may do this at any time and for any reason. You are solely responsible for your Content you share with others, and we have no responsibility for their actions with your Content.
ARTICLE 4
AVAILABILITY
4.1 Invert shall use commercially reasonable efforts to provide you with access, via the Internet, to the Invert Services you have selected for the purpose of using same in accordance with these Terms of Use. Generally, Invert endeavors to provide such access on a 24-hours per day and 365 days per year basis. However, such access may not be available from time to time as a result of repairs, upgrades or routine maintenance. Invert will use commercially reasonable efforts to minimize the impact of such activities and to provide you with at least twenty-four (24) hours advance notice of same.
4.2 You acknowledge and agree that you are responsible for obtaining your own access to the Internet and that Invert shall not provide such access or any services in relation thereto.
4.3 You are responsible to ensure that your use of the Invert Services meets your requirements, including in respect of your compliance with applicable laws.
ARTICLE 5
TITLE & FEEDBACK
5.1 You agree that title to and ownership of the Invert Services and any modifications made thereto and all intellectual property rights therein shall at all times remain with Invert and/or its suppliers. You shall not have any right, title or ownership interest in the Invert Services except the limited right to access and use the Invert Services as explicitly provided in these Terms of Use.
5.2 You shall not be entitled to receive or gain access to the source code of any of the software made available through the Invert Services. You shall not have the right to modify or adapt any such software. You shall not do anything nor permit anything to be done, whether by way of reverse engineering, decoding, decompiling, disassembling, or anything else that is intended to discover the source code, confidential information or trade secrets inherent in any such software.
5.3 Where you provide comments, suggestions or other feedback including, without limitation, the results of any testing or other evaluation (collectively “Feedback“) to Invert in respect of the Invert Services, Invert shall be free to use, disclose, reproduce, license (including sub-license at any level) or otherwise distribute or exploit, in whole or in part, such Feedback as it sees fit, entirely without obligation or restriction of any kind on account of any intellectual property rights or otherwise. You shall not provide any Feedback to Invert, which is subject to license or other terms, which are inconsistent with the provisions of these Terms of Use.
ARTICLE 6
CONFIDENTIALITY & PRIVACY
6.1 The Invert Services are provided via the Internet and there are inherent risks and limitations associated with the communication of information over the Internet including, without limitation, the possibility that such information may be lost, intercepted or altered or otherwise rendered non-confidential (“Internet Risks”). Invert shall not in any way be responsible or liable for any claim, action, damage or expense (direct, indirect, consequential or otherwise) arising from such Internet Risks or your or any third party’s actions.
6.2 During the term of these Terms of Use, each of us may disclose to the other (“Receiving Party”) information of a confidential nature (“Confidential Information”). Confidential Information shall not include information which: i) is or becomes publicly known or available to the Receiving Party at or after the time of disclosure through no wrongful act of the Receiving Party; ii) is in the possession of or known to the Receiving Party at the time of disclosure; iii) is rightfully obtained by the Receiving Party from a third party; or (iv) is independently developed by the Receiving Party without use of or reference to the Confidential Information of the other.
6.3 Invert acknowledges that it may receive your Confidential Information. Invert shall not use such information for any purpose other than as permitted hereunder or to perform its obligations hereunder and shall not disclose such information to any third party except: (i) as required for Invert to provide the Invert Services (including, without limitation, by communicating information over the Internet) and perform its obligations hereunder; or (ii) as required by law or pursuant to the order of a court or administrative body of competent jurisdiction or a government agency.
6.4 You acknowledge that the Invert Service contains valuable Confidential Information and proprietary technology of Invert and its suppliers. You shall not use the Confidential Information of Invert for any purpose other than as permitted hereunder and shall not disclose the same to any third party except: (i) as required for you to use the Invert Services in accordance with these Terms of Use; or (ii) as required by law or pursuant to the order of a court or administrative body of competent jurisdiction or a government agency.
6.5 The Invert Services are provided in accordance with our Privacy Policies (available at https://www.invert.world/legal/privacy-policy])
ARTICLE 7
WARRANTIES AND LIABILITY
7.1 You acknowledge that you have or will have independently determined that the Invert Services meet your requirements and that you have not, and shall not, rely on any representation made, or information provided, by Invert as to the suitability of the Invert Services for any particular purpose. For certainty, you are responsible to ensure that your use of the Invert Service meets the requirements in your jurisdiction.
7.2 EXCEPT AS OTHERWISE EXPLICITLY SET OUT HEREIN, THE INVERT SERVICES ARE PROVIDED ON AN “AS-IS”, “AS AVAILABLE” AND “WITH ALL FAULTS BASIS” AND INVERT EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS CONCERNING THE INVERT SERVICES, INCLUDING ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF DESIGN, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, INFRINGEMENT OR PERFORMANCE AND ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS THAT MIGHT OTHERWISE ARISE DURING THE COURSE OF DEALING, USAGE OR TRADE AND THOSE WHICH MAY BE IMPLIED BY LAW. THESE TERMS OF USE SETS OUT THE ENTIRE EXTENT OF ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS IN RESPECT OF THE INVERT SERVICES.
7.3 THE CONSIDERATION BEING PAID HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR INVERT TO ACCEPT ANY LIABILITY OR RISKS BEYOND WHAT IS EXPRESSLY PROVIDE HEREIN AND IF ANY SUCH LIABILITIES OR RISKS WERE TO BE ASSUMED BY INVERT, INVERT WOULD NOT HAVE ENTERED INTO THESE TERMS OF USE WITHOUT CHARGING SUBSTANTIALLY HIGHER FEES.
7.4 NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, INVERT’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF USE AND THE LICENSE AND USE OF THE INVERT SERVICES UNDER ANY AND ALL CIRCUMSTANCES, ARISING IN ANY MANNER WHATSOEVER, SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO INVERT HEREUNDER FOR THE INVERT SERVICES GIVING RISE TO SUCH LIABILITY, PROVIDE THAT, IN THE EVENT THE INVERT SERVICES WERE PROVIDED WITHOUT FEE, THEN INVERT’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF USE SHALL BE TEN ($10) DOLLARS.
7.5 SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITIES OR DAMAGES, SO ASPECTS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
ARTICLE 8
TERMINATION
8.1 Your use of the Invert Services and these Terms of Use may be terminated by Invert if any of the following events of default occur: (i) if you materially fail to perform or comply with these Terms of Use or any provision hereof; or (ii) if you become insolvent or admit in writing your inability to pay your debts as they mature or make an assignment for the benefit of creditors. Termination shall be effective on notice.
8.2 Upon termination of these Terms of Use, you shall: (i) pay all amounts due and owing to Invert hereunder; (ii) cease and desist all access to or use of the Invert Services; and (iii) destroy any of Invert’s Confidential Information in your possession or under your control, and provide Invert with written confirmation that the foregoing has occurred.
8.3 On termination of these Terms of Use for any reason Invert may destroy or otherwise dispose of any of your Content in its possession.
8.5 The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced. Your obligations hereunder will survive the termination of these Terms of Use for whatever reason.
ARTICLE 9
FEES AND PAYMENT
9.1 The fees do not include any applicable sales, use, excise, value-added or other taxes. You shall be responsible for paying all sales, use, excise, value-added or other tax or governmental charges imposed on the use of the Invert Service If you are tax exempt, Invert will require a copy of your Tax Exemption Certificate for its files.
9.2 All prices are quoted and all payments shall be made in currency noted at the time of the transaction. Although care is taken in the production of the Invert Services, including the descriptions of the Invert Services and related pricing, typographical, illustrative or pricing errors may occur. We reserve the right to correct errors at any time.
ARTICLE 10
GENERAL
10.1 These Terms of Use contain the entire understanding and agreement between the parties respecting the subject matter hereof. These Terms of Use may not be supplemented, modified, amended, released or discharged except by an instrument agreed to by each party’s duly authorized representative. All captions and headings in herein are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of these Terms of Use or of any subsequent default or breach of the same or a different kind.
10.2 All notices, authorizations and requests in connection with these Terms of Use shall be deemed given (i) on the business day they are sent by email (read receipt requested), or if not a business day, on the next business day, or (ii) one (1) business day after being sent by overnight courier, charges prepaid; and addressed to the parties as provided in the applicable account profile.
10.3 The validity, interpretation, construction and performance of these Terms of Use shall be governed by the laws in force in the Ontario, Canada (without reference to conflicts of laws principles). The Invert Services shall be deemed to be provided from Ontario, Canada and these Terms of Use to be, in all respects, an Ontario contract. The competent courts in Ontario, Canada, shall each have non-exclusive jurisdiction over all disputes relating to these Terms of Use. Each of the parties hereto irrevocably attorns and consents to the jurisdiction of such courts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms of Use and that in no event shall these Terms of Use be governed by the conflict of laws rules of any jurisdiction.
10.4 Any provision of these Terms of Use that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions of these Terms of Use and any prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable that provision in any other jurisdiction. For any provision severed there will be deemed substituted a like provision to accomplish the intent of the parties as closely as possible to the provision as drafted, as determined by any court or arbitrator having jurisdiction over any relevant proceeding, to the extent permitted by the applicable law.
10.5 Invert shall have no liability to you under these Terms of Use if it is prevented from or delayed in performing its obligations hereunder, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Invert or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, epidemic, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.