User Agreement

This User Agreement (the “Agreement”) is a legal agreement between you and Pronti AI Inc. (“Pronti”) respecting your use of Pronti’s software and services as described herein and on Pronti’s website. “You” or “you” means the individual agreeing to this Agreement. BY CLICKING ON THE APPROPRIATE ACCEPTANCE BUTTON, OR BY OTHERWISE USING THE SOFTWARE OR SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you have any questions or concerns about the terms of this agreement, please contact us at privacy@Pronti.ai.

1.1. “Application” means the software application that you can download from Pronti’s website or through third party application stores (as set forth on Pronti’s website) that allows you to use the Services.
1.2. “Content” means any content uploaded by you through and to the Platform, including the Wardrobe.
1.3. “Platform” means the Pronti web-based, mobile or other software, accessible through the Application, which utilizes algorithms to analyze your Wardrobe and provide suggestions to you through the Application for clothing combinations and outfits, as well as potential purchase opportunities from Third Party Sellers.
1.4. “Services” has the meaning set forth in Section 2 below.
1.5. “Software” means the Application and Platform collectively.
1.6. “Third Party Seller” means a vendor offering clothing and/or accessories that may be of interest to you, based on your Wardrobe, suggested to you through the Application by Pronti (whether in general or in relation to a specific clothing item or accessory), to which Pronti may provide links as a convenience for users of the Services to purchase such items; such vendor is an independent contractor and not under the control of Pronti.
1.7. “Wardrobe” means the photographs of your clothing and accessories that you choose to upload in order to use the Services.

2.1. Pronti will enable users, through the Software, to: (a) upload their Wardrobe to the Platform, (b) access recommended clothing combinations and outfits consisting of items in their Wardrobe, (c) save and remember worn outfits (d) obtain suggestions for, and/or links to, Third Party Sellers in relation to general similarities of style or specific items which might combine well with their Wardrobe, and (e) obtain access to special deals that may be offered by Pronti from time to time (the “Services”). The Services are provided subject to the terms and conditions of this Agreement.

2.2. Pronti will provide you with certain information to allow you to use the Services, such as a user ID and a password, or the ability to create a user ID and/or password (the “Access Information”). The Access Information is provided on the understanding that it is personal to you; you will not permit anyone other than you to obtain access to the Services using the Access Information. Pronti is not responsible or liable in any way for any use of the Services (authorized or unauthorized) by any party accessing the Services using your Access Information, and you accept all responsibility for such use of the Services and any consequences resulting from such use of the Services.

2.3. As Content and information provided through the Services is dependent on users, Pronti reserves the right to change, suspend or discontinue Content provided through the Services at any time. Pronti may also, acting reasonably, impose limits on the Services and/or terminate or restrict your access to parts or all of the Services without liability. Where feasible, Pronti will provide you with advance notice of such changes, limitations or discontinuance; however, you acknowledge that such notice may not be feasible in all circumstances, and that Pronti shall have no liability whatsoever for its failure to provide such notice to you.

2.4. Use of the Services will contain references to third parties, links to third party websites or documents, including links to Third Party Sellers, and will incorporate information obtained from third parties. All such references, links and information are provided “AS IS”. Third party websites, images, videos, documents, information, opinions, advice, statements and other material (including those made by other users of the Services) are not under the control of Pronti, and Pronti is not responsible or in any way liable for their contents, including without limitation their accuracy, reliability, effectiveness, standards compliance, copyright compliance, legality, decency, or any other aspect of their content. Without limiting the foregoing, Pronti is not associated with, and has no control over the operations of, any Third Party Sellers, and is not in any way responsible for the marketing, advertisements or offers made by such Third Party Sellers. Pronti does not assess data for its quality, usefulness or otherwise. Under no circumstance will Pronti be liable for any loss or damage caused by your reliance on information obtained through the Services. It is solely your responsibility to evaluate the accuracy, completeness or usefulness of any content and data available through the Services.

2.5. If you make any purchases through Third Party Sellers, you are solely responsible for complying with all terms and conditions of such Third Party Sellers relating to your purchases and your use of the Third Party Sellers’ websites. Pronti is not liable in any way for any loss or damage relating to your interactions with Third Party Sellers or your purchases from Third Party Sellers through links accessed through the Software, nor in relation to the availability, unavailability, suitability, condition, or any other quality of any item that you may desire to purchase, from Third Party Sellers or otherwise. In the interests of transparency, you are hereby put on notice that Pronti may receive a commission or percentage from Third Party Sellers in relation to purchases made through links to Third Party Sellers on the Platform; Pronti will disclose to you, upon request, any such associations, and a list of such associations (if any) may be found on Pronti’s website.

2.6. Pronti utilizes a third party service provider to host the Platform, and thus, due to the nature of the Services, information or data uploaded to the Services may be hosted on servers residing in jurisdictions other than Canada, over which Pronti has no direct control. By using the Services, you acknowledge that your information and data will be subject to the terms of agreements respecting the hosting of data, and, during the period that they are hosted on international servers, subject to the laws of the jurisdiction in which those servers reside. Although Pronti has made efforts to verify that its agreements with such service providers are reasonably protective of its users’ data, and will be reasonably reliable for use in the Services, you acknowledge that Pronti has no liability for any acts or omissions of third parties in relation to such the third party services, the servers and the data stored on them. You therefore hereby release Pronti from all liability for any governmental or third party action taken in such jurisdictions with respect to such data (including your information and data) and/or the servers on which such data resides, and therefore acknowledge that Pronti cannot guarantee the availability of the Services at any given time.

3.1. Pronti acknowledges that your Content used or transmitted by or through the Services, including your Wardrobe, is your exclusive property, and Pronti will protect such data as your confidential information and, where applicable, in accordance with Pronti’s Privacy Policy, using commercially reasonable methods. However, you acknowledge and agree that Pronti will collect certain data and maintain certain records from you in order to effectively provide and (where applicable) bill for the Services, including your name, your e-mail address, usage statistics (such as duration, location and time of Application use), information about the mobile device used with the Services, login attempts, and Application specific logs and errors. Such information is stored indefinitely, and protected by Pronti using methods appropriate to the confidentiality of such information. You hereby grant Pronti a license to use such data to provide you with the Services, and as otherwise provided herein.

3.2. You agree that Pronti may also process and combine portions of your Content, and other information provided by you through the Software and Services, with other information into an aggregate form, such that the resulting information no longer personally identifies any individual or discloses specific your confidential information. Such resulting information is used to obtain an overall picture of Pronti products, services, customer sectors and/or usage patterns, and Pronti may disclose this anonymized, aggregate information to third parties, in its sole discretion.

3.3. You acknowledge and agree that Pronti cannot guarantee data integrity, and that it is solely your responsibility to back up (where applicable) any of your Content and data that you obtain or use in conjunction with the Services.

3.4. You understand and acknowledge that, in uploading your Wardrobe, it is solely your responsibility to ensure that any photographs are taken in a manner that follow Pronti’s guidelines and that do not contain any sensitive or personal information, or content for which you do not have consent to provide to Pronti as contemplated by this Agreement. While Pronti makes reasonable efforts to process all Wardrobe photographs in a manner that minimizes any extraneous content other than the Wardrobe item, Pronti takes no responsibility for any claim that may arise, whether infringement or privacy claim, relating to your Wardrobe photographs or any other Content you provide.

4.1. You agree that:
(a) You will not permit anyone other than yourself to obtain access to the Services through your Pronti account or otherwise using your Access Information, and will only use the Services in accordance with this Agreement and applicable law;
(b) You will ensure that any information that is provided to Pronti pursuant to this Agreement is true, accurate, current and complete;
(c) You will be solely responsible for all activities with respect to the Services undertaken by you, including your uploading of any Content;
(d) You represent and warrant that you have the right and the authority to enter into this Agreement and to use the Services;
(e) You will be at all times in compliance with the terms and conditions of this Agreement and applicable law, and, without limiting the foregoing, will use the Services in a lawful manner;
(f) You will not resell or bundle the Services to provide to a third party as part of your own commercial offering;
(g) You represent and warrant that you have the right and the authority to enter into this Agreement, to use the Services, and to post or upload any Content to the Platform or otherwise provide such Content and data to Pronti and users of the Platform;
(h) You will ensure that your use of the Services does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including Pronti and other users of the Services (including by ensuring that you do not upload any viruses or other harmful code in using the Services or by placing an undue burden upon the CPUs, servers or other resources used to provide the Services);
(i) You will not in any way use the Services to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, or any activities that violate any third party’s privacy rights;
(j) You will not interfere with or in any manner compromise any of Pronti's security measures;
(k) You will cooperate with Pronti and provide information requested by Pronti to assist Pronti and/or relevant authorities in investigating or determining whether there has been a breach of this Agreement or applicable law.
Without limiting the foregoing, you agree not to violate any applicable laws, the rights of others, or the operational and security mechanisms of the Services.

4.2. Where you request any Service requiring payment, you must:
(a) provide up-to-date, complete and accurate contact information, including your first and last name, your current billing address, your phone number and your valid email address; and
(b) provide up-to-date, complete and accurate payment information as required by Pronti or its third party payment processor (which may include a valid PayPal account or credit card information for a credit card that is valid and legally registered to you).

4.3. You specifically agree that Pronti may rely on the accuracy of the information provided by you to Pronti, and that Pronti will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to Pronti.

4.4. You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment (such as computers and mobile devices) used for using the Services (except for Pronti’s computer systems and networks), including without limitation your internal network infrastructure, if any.

4.5. You acknowledge and agree that Pronti cannot guarantee data integrity, and that it is solely your responsibility to back up any of your information and data that you use in conjunction with the Services, including any data obtained through the Services or other users, or Content or data that you upload to or through the Platform.

4.6. You acknowledge and agree that Pronti will exercise no control over your use of the Services, and that you are solely responsible for complying with the provisions of this Agreement, the guidelines, rules and restrictions set down by any Third Party Seller, and all applicable laws respecting your use of the Services. Notwithstanding the foregoing, Pronti reserves the right to review any material stored in files or programs uploaded through the Platform, and has the right to edit or remove any material that, in its sole discretion, believes may be unlawful, obscene, abusive, or otherwise objectionable and/or to report such material to the appropriate authorities. Pronti reserves the right to revoke service for any abusive conduct or fraudulent use of the Services and to cease the Services, temporarily or permanently, in the event that your use of the Services or the provision of the Services constitutes, in Pronti’s reasonable judgment, a threat to Pronti’s or any third party’s computer systems, networks, files, materials or other data.

4.7. You agree to promptly and accurately report to Pronti any actual or apparent errors, problems, nonconformities or other difficulties in Services, along with any other information reasonably requested by Pronti to aid in resolving such errors, problems, nonconformities or other difficulties, and hereby consent to the collection, processing, transmission and disclosure of such information by Pronti for the purposes of Pronti’s internal use to improve the Services or other Pronti products or services.

4.8. You agree that any suggestions, bug reports or other communications respecting the functionality of the Software or Services that you transmit to Pronti by any means (each, a "Submission"), is considered non-confidential and may be disseminated or used by Pronti or any third party without compensation or liability to you for any purpose whatsoever. This provision does not apply to personal information that is subject to Pronti’s Privacy Policy.

5.1. Pronti hereby grants you a personal, non-exclusive, revocable, non-transferable license to use the Application on supported mobile devices, solely for the purposes of using the Services. This license does not imply any rights to future upgrades or updates to, or versions of, any portion of the Application. However, if Pronti does provide you with any Application upgrades, updates or versions, such updates, upgrades and versions shall be subject to the terms and conditions of this Agreement or such agreement, if any, which accompanies such upgrades, updates or versions.

5.2. You shall not in any way:
(a) copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the Software or any part thereof;
(b) distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the Software, in whole or in part, to any third party on a temporary or permanent basis;
(c) remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Software (including without limitation any copyright notice or other notice of intellectual property ownership);
(d) copy any written or electronic materials accompanying any portion of the Software unless specifically authorized in writing to do so by Pronti;
(e) use the Software in any way inconsistent with the use parameters for the Services;
(f) attempt to hack the Software or any communication initiated by the Software or to defeat or overcome any encryption and/or other technical protection methods implemented by Pronti with respect to the Platform and/or data and/or content transmitted, processed or stored by Pronti or other users of the Services; or
(g) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access to the Services or that are designed to monitor, distort, delete, damage or disassemble the Software or its ability to communicate and perform the Services
(h) authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in (a) – (g) above, or attempting to do so.

5.3. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

6.1. You agree to pay all fees and taxes (if applicable) in connection with the Services, as set forth in Pronti’s standard price list and in accordance with Pronti’s published payment policy, or as otherwise expressly agreed upon in writing between you and Pronti. Pronti reserves the right to modify such fees, upon reasonable notice, upon sixty (60) days’ written notice to you, and reserves the right to modify its standard price list and payment policies at any time.

7.1. Your personal information will be handled in accordance with Pronti’s Privacy Policy. To view Pronti’s Privacy Policy, please visit the following link: www.pronti.app/privacy. Notwithstanding the foregoing, Pronti reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental authority, or as reasonably necessary to provide the Services to you.

7.2. Additionally, by submitting personal information to Pronti pursuant to this Agreement, including without limitation your name, address, and e-mail address, you consent to the collection, processing, transmission and disclosure of such information by Pronti for the purposes of Pronti’s provision of the Services and Pronti’s internal use, and specifically the purposes for which such information has been requested, subject to the data collection provisions set forth in Section 3 above. You specifically agree that Pronti may disclose your name, address, e-mail address and/or other pertinent information to Provider to the limited extent necessary to provide you with the Services. Additionally, by agreeing to this Agreement, you are also providing your express consent to communications by Pronti (including e-mail communications, both marketing and informational) respecting the products and services of Pronti.

8.1. You acknowledge that, subject to Section 9 below, the Software is owned by Pronti or its third party licensors, who retain all right, title and interest therein, and is protected by Canadian, U.S. and international copyright laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the Software and Services. It is therefore your responsibility to fully comply with such laws in using and handling the Services and Software. Nothing herein shall be construed as constituting a sale of the Software or any portion thereof to you.

8.2. You do not acquire any intellectual property or other proprietary rights under this Agreement, including without limitation any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Platform, the Services, or any part thereof. Your only rights to the Platform, the Services and any part thereof shall be those rights expressly licensed or granted to you under this Agreement. Any rights not expressly granted under this Agreement are reserved.

9.1. The Software may include or utilize certain software licensed from third parties, and is subject to the terms and conditions of such third party licenses. The specific libraries, plugins, framework or other code (“Third Party Code”) in the Software, together with their applicable license terms, can be found at [insert link to the code and the licenses]. Ownership of copyright and other intellectual property and proprietary rights in and to such Third Party Code are as set forth in such third party licenses. The links to the applicable license terms are provided solely for your convenience, and Pronti disclaims any responsibility for the currency or accuracy of such links. It is solely your responsibility to ensure that you comply with the version of the applicable third party license in effect as of the date of your use of the Software.

9.2. You acknowledge that such third party license terms apply only to the specific Third Party Code as set forth in [insert link to the code and the licenses]; such terms and conditions do not apply to any other portions of the Software or Services provided hereunder to you, and the terms and conditions of this Agreement shall govern all other portions of the Software or Services provided hereunder to you.

9.3. As such Third Party Code licensed from third parties is not under the control of Pronti, Pronti is not responsible for the contents of any such Third Party Code, including without limitation the accuracy, copyright compliance, legality, or any other aspect of such Third Party Code.

10.1. THE SERVICES AND SOFTWARE ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. PRONTI ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE CONTENT OR ANY OTHER INFORMATION PROVIDED THROUGH THE SERVICES OR SOFTWARE. UNDER NO CIRCUMSTANCES WILL PRONTI BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH USE OF THE SERVICES OR THE SOFTWARE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION PROVIDED, AND USE OF THE SERVICES AND SOFTWARE IS SOLELY AT YOUR OWN RISK.

10.2. Pronti has no special relationship with or fiduciary duty to you, and you acknowledge that Pronti has no control over, and no duty to take any action regarding any acts or omissions taken by you or any other user of the Services, including without limitation, how you or any other user may interpret or use information accessed through the Services, or what actions you may take as a result of having been exposed to information obtained through the Services.

11.1. The only type of damages that can be recovered against Pronti arising from or related to this Agreement including without limitation in relation to the provision of the Services, shall be your direct damages, if any, arising from Pronti’s gross negligence or wilful misconduct. In no event shall the aggregate liability of Pronti exceed the amount paid by you for the portion of the Services that gave rise to the claim. PRONTI SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE SERVICES. Without limiting the foregoing, your only right with respect to any problems or dissatisfaction with the Software is to discontinue the use of such Software.

11.2. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PRONTI BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, COMPUTER OR MOBILE DEVICE FAILURE, PROBLEMS, LOSS OR DAMAGE ASSOCIATED WITH ANY USE OF THE PLATFORM OR SERVICES, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT) WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICES, EVEN IF PRONTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

12.1. You agree to indemnify, defend and hold harmless Pronti, its parents, subsidiaries, affiliates, officers and employees, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of: (a) your access to the Services, the Software, and any Content uploaded or information obtained by you through the Services or Software, (b) your use or misuse of the Services and/or Software, (c) any breach of this Agreement by you, (d) the infringement by you, or any third party obtaining access to the Services through your Access Information, of any intellectual property or other right of any person or entity, or (e) your violation of any third-party rights or any applicable laws.

13.1. Pronti may terminate this Agreement and/or immediately cease to provide the Services without any liability whatsoever if Pronti is prevented from providing any portion or all of any Services due to the acts or omissions of you or any third party, or by any law, regulation, requirement or ruling issued in any form whatsoever by judicial or other governmental body. Nothing herein shall be construed to require Pronti to seek a waiver of any law, rule, regulation, or restriction, or seek judicial review or appeal of any court order.

13.2. Without limiting other remedies, Pronti may limit your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) Pronti is unable to verify or authenticate any information you provide; or (c) Pronti believes that your actions may cause financial loss or legal liability for you, other users or Pronti.

13.3. Pronti reserves the right to investigate suspected violations of this Agreement. You hereby authorize Pronti to cooperate with (1) law enforcement authorities in the investigation of suspected criminal violations and (2) system administrators at Internet service providers, networks or computing facilities, and other content providers in order to enforce the terms and conditions of this Agreement.

13.4. The above-described actions are not Pronti’s exclusive remedies and Pronti may take any other legal, equitable or technical action it deems appropriate in the circumstances. Pronti will not have any liability to you or any third party in relation to the termination of this Agreement for any reason whatsoever.

14.1. If you have obtained the Application through a third party application store (the “Third Party App Store”), you are subject to all terms and conditions imposed by such third parties in relation to your download of the Application and/or use of the Services, as applicable. Such Third Party App Store may impose additional restrictions, or may have additional rights, in relation to your use of the Application; it is solely your responsibility to ensure that you are aware of the terms and conditions imposed by the Third Party App Store from which you downloaded the Application, and to comply with such terms and conditions. To the limited extent that this Agreement is less restrictive than the usage rules or terms and conditions for software downloaded from a Third Party App Store, or is in direct conflict with, the Third Party App Store terms of service or like agreement as they relate to your obligations to the Third Party App Store and Pronti, the usage rules of the Third Party App Store shall apply.

14.2. Although the Application may be made available to you through Third Party App Stores, you acknowledge that this Agreement is concluded solely between you and Pronti, and not with the Third Party App Store, and the Third Party App Store shall have no responsibility whatsoever respecting the Services or Application (including, without limitation, in relation to the sale, distribution or use thereof, the performance or non-performance thereof, the intellectual property rights therein and/or infringement thereof, or in relation to addressing any claims or liability in relation to the foregoing). Nothing herein shall obligate the Third Party App Store to offer you any warranty respecting the Application or Services, and to the extent that any warranty is applicable, the Third Party App Store’s sole obligation will be to refund you the purchase price of the Application upon your notification of a failure covered by warranty to the Third Party App Store.

14.3. Each Third Party App Store from whom you have downloaded the Application is a third party beneficiary of this Agreement, and, upon your acceptance of the terms and conditions of this Agreement, such Third Party App Store will have the right (and you will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.

15.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties. There are no provisions, representations, undertakings, agreements, or collateral agreements between the parties other than as set out in this Agreement.

15.2. This Agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws provisions, and you agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada.

15.3. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in full force and effect.

15.4. Any notices, reports or other communications required or permitted to be given under this Agreement shall be in writing and shall be sufficient if delivered by hand or sent by registered mail, courier or facsimile addressed to each party to the address as advised in writing.

15.5. No waiver by either party of a breach or omission by the other party under this Agreement shall be binding on the waiving party unless it is expressly made in writing and signed by the waiving party. Any waiver by a party of a particular breach or omission by the other party shall not affect or impair the rights of the waiving party in respect of any subsequent breach or omission of the same or different kind.

15.6. You acknowledge and agree that the Services and Software have been developed at significant cost and has significant commercial value to Pronti, and that inappropriate use of the Services or Software could cause Pronti irreparable harm. You therefore agree that Pronti will have the right to seek, in addition to any of its other rights and remedies under law and equity, injunctive relief for any violation of this Agreement without posting bond or by posting bond at the lowest amount required by law.


15.7. You acknowledge and agree that by clicking on the "I AGREE" button (or similar buttons or links as may be designated by Pronti to show your acceptance of this Agreement and/or your agreement to access and use the Platform), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Software. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

15.8. If you are residing in a jurisdiction which restricts the use of Internet-based applications according to age, or which restricts the ability to enter into agreements such as this Agreement according to age and you are under such a jurisdiction and under such age limit, you may not enter into this Agreement or use the Software. Furthermore, if you are residing in a jurisdiction where it is forbidden by law to offer or use software for internet communication, you may not enter into this Agreement and may not download, install or use the Application. By entering into this Agreement, you explicitly state that you have verified in your own jurisdiction that your use of the Software is allowed.

15.9. It is the express will of the parties that this Agreement and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

16.1. If you have any questions regarding this Agreement, or if you have any questions, complaints, claims or other legal concerns relating to Pronti or its business, please contact Pronti at:

Pronti AI Inc.
c/o Velocity
151 Charles St W, Suite 199
Kitchener, ON Canada
or via email