Terms of Service

ORIOLE AI APP

TERMS OF USE AND END USER LICENSE AGREEMENT

IMPORTANT: READ THIS END-USER LICENSE AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT LEGAL INFORMATION. BY DOWNLOADING, INSTALLING, ACCESSING OR USING THE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, AND THAT YOU UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY ITS TERMS. 

1. Agreement

These Terms of Use and End User License Agreement (the “Agreement”) is a binding, contractual agreement between you (“you”) and Oriole AI Inc. together with its subsidiaries and affiliates (hereinafter referred to as “us”, “we” and/or “Oriole AI”) with respect to your use of the Oriole AI application (the “App”).  

This Agreement applies solely to your use of the App, including all enhancements, versions, and modifications to the App.  By clicking “I Agree” or any similar button, or by downloading, installing, accessing, or using the App, you are indicating: (i) your acceptance of, and agreement to be legally bound by, all of the terms and conditions of this Agreement; (ii)agree to comply with any applicable third party terms and conditions (including any Apple or Google terms and conditions) in connection with your use of the App; (iii) that you are above the age of majority where you reside and you are able to enter binding contracts; and (iv) your consent to the installation of the App on your device.  If You do not accept and agree to the following terms and conditions, you must not download, install, access, or use the App. 

2. App Functionality

The App is designed as a tool to convert various media into different forms for the purpose of consuming or generating new media for productive pursuits or entertainment. The App may be provided by Oriole AI and/or applicable third party entities we select from time to time.

3. Account Set-Up.

In order to access or utilize certain aspects of the App, you may be required to establish and maintain an account. Your account may be accessed only by use of your login name and password. You are solely responsible and liable for any use or misuse of Your account, login name and password, and for all activities that occur under them. For security reasons, you must keep your login name and password confidential, and not disclose them to any person, or permit any other person to use them, except an authorized representative of Oriole AI. Oriole AI recommends that you choose a password that is unique to you and not easily guessed by others. You should change your password on a regular basis, and You should log out at the end of each session. Oriole AI reserves the right to require you to change your username and/or password, from time to time, as applicable. All accounts, login names and passwords remain the property of Oriole AI, and may be cancelled or suspended at any time by Oriole AI without liability to you or any other person. Oriole AI is not under any obligation to verify the actual identity or authority of the user of any login name or password.

You must immediately notify Oriole AI of any unauthorized use of your login name or password, or if you know or suspect that Your login name or password has been lost or stolen, has become known to any other person, or has been otherwise compromised.

4. Ownership

The App consists of various graphics, texts, icons and buttons that have been provided by Oriole AI and/or other entities under our direction (e.g. App designers).  All such content is owned by Oriole AI and/or the applicable third party entity. For greater certainty, Oriole AI and applicable third party entities hold all right, title, and interest in and to any and all content provided by such parties for the App, including, without limitation, all such information in text, graphical, video and audio formats, images, icons, designs, trade-marks, brand names, and software (collectively, the “App Content”). You hereby acknowledge that the App Content is protected by all copyright, trade-mark, and other applicable intellectual property laws. Your use of the App does not grant or transfer to you any ownership or other rights in the App or the App Content, and except as expressly provided, nothing herein or within the App shall be construed as conferring on you or any other person any license under any of Oriole AI’s or any third party’s intellectual property rights. Any rights not expressly granted to you in this Agreement are expressly reserved by Oriole AI.  For greater certainty, you agree that you will not take any action that is inconsistent with Oriole AI’s ownership of the App and/or Oriole AI’s ownership of, or any third party’s ownership of, any App Content. You are hereby expressly prohibited from removing any proprietary notice of Oriole AI, or any third party, from any copy of the App or App Content. 

5. License

Upon your acceptance of the terms and conditions of this Agreement, you will be permitted to install and use one (1) copy of the App on your device. Subject to the terms and conditions in this Agreement, Oriole AI hereby grants you a limited, non-exclusive, royalty-free and revocable license to make personal and non-commercial use of the App and its App Content on a single device in executable, object code format only.  For greater certainty, this limited license only allows you to use the App for your own personal and non-commercial use.  This limited license does not include any rights not specifically enumerated herein. You acquire no right to use the App except in accordance with the terms of this Agreement. You agree not to take or permit any action with respect to the App that is not expressly authorised under this licence. The App may include various offerings, features and content with different benefits, conditions, and limitations and you may be permitted to purchase access to certain offerings, features or content or gain access to a variety of features.

6. You are Responsible for your Device

You are responsible for all hardware, software and services that are necessary for you to access and use the App (“Your Systems”). This includes, for example, your computer, mobile device, their operating systems and Internet connectivity or other networking services for which you may be required to pay fees to a third party. We are not responsible for any of the foregoing. We reserve the right to modify the App to add new features, implement new technologies or for other reasons and as a result, you may be required to replace or upgrade some or all of Your Systems from time to time in order to continue using the App. All replacements or upgrades to Your Systems are your sole responsibility. 

7. Restrictions

You may not:

    1. use, copy, modify, download or transfer the App, App Content or any component of the App (including, without limitation, generated audio content), in whole or in part, except as expressly provided in this Agreement; 
    2. rent, lease, loan, resell for profit, republish, transmit, distribute, perform, create derivative works from or otherwise exploit the App, or any part thereof (including, without limitation, generated audio content).  Use of the App or any part thereof, except as otherwise provided above, may violate copyright and other laws of Canada and in other countries and you may be subject to liability for such unauthorized use;
    3. use the App except in accordance with applicable laws and regulations; and/or 
    4. use the App: (i) to defraud any third party; (ii) to distribute obscene or other unlawful materials or information; and/or (iii) to disseminate or encourage conduct that could constitute a criminal offence or give rise to civil liability; 

8. User Conduct

Certain features and/or portions of the App permit you to upload, post or otherwise transmit content (the “User Content”). You understand and agree that the App processes your User Content for the purposes of providing the App functionality.  You hereby grant us and our agents, licensors, subcontractors, third party providers and suppliers a royalty-free, non-exclusive license to use, store, copy and transmit your User Content for the sole purpose of providing the App to you. Except as explicitly set forth in this Agreement, we do not assume any responsibility or obligation for User Content including, but not limited to, any obligation to review or monitor User Content. If we receive an order from a court, governmental or regulatory authority to disclose User Content, we reserve the right to disclose User Content.

You agree that you shall not use the App to upload, post, communicate or otherwise submit or transmit through, or to, the App any User Content that:  

    1. may, in the sole and absolute discretion of Oriole AI, degrade, tarnish or deprecate Oriole AI, and/or the public image or standing in the community of Oriole AI, any of its affiliates, the App, or any other products or services of Oriole AI; 
    2. is deemed, in the sole and absolute discretion of Oriole AI, to be defamatory, trade libelous, pornographic or obscene;
    3. is deemed, in the sole and absolute discretion of Oriole AI, to contain, depict, include, discuss or involve, without limitation, any of the following: derogatory characterizations of any ethnic, racial, sexual, religious or other groups; content that endorses, condones and/or discusses any illegal, inappropriate or risky behaviour or conduct; personal information of individuals without their consent, including, without limitation, names, telephone numbers and addresses (physical or electronic); conduct or other activities in violation of this Agreement, or any other agreement you may have with Oriole AI; and/or any other content that is or could be considered inappropriate, unsuitable or offensive, all as determined by Oriole AI in its sole and absolute discretion;  
    4. contains any reference to or likeness of any identifiable third parties, unless consent has been obtained from each such individual and his/her parent/legal guardian if he/she is under the legal age of majority in his/her jurisdiction of residence; 
    5. is in any way disparaging, or might be seen to be disparaging, to Oriole AI or any of its affiliates; 
    6. infringes, or might infringe, the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others or give rise to any claims whatsoever; 
    7. contains any viruses, Trojan horses, time bombs, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
    8. violates any applicable law, statute or regulation; and/or
    9. contains (in any format or media) any music, logos, trade-marks or other copyrighted materials (including, but not limited to, photographs, pictures, texts and lyrics) unless you have first obtained all necessary consents and permissions from the owner or owners of such materials.

You agree that you shall not use the App to:

    1. disrupt, place unreasonable burdens or excessive loads on, interfere with or attempt to gain unauthorized access to any portion of the App, or any Oriole AI system; 
    2. collect information about others without their consent;  and/or 
    3. upload, post, email, transmit or otherwise make available any content that you do not have the right to disclose or make available. 

9. Consent to Use of Data

You agree that Oriole AI may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the App. Oriole AI may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

10. Accuracy and Changes

Information provided by Oriole AI on or through the App are believed to be accurate when placed on the App. Changes may be made at any time to the App Content without prior notice. Please consult Oriole AI for complete and up-to-date information.

11. Disclaimer and Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP AND APP CONTENT (INCLUDING, WITHOUT LIMITATION, THE INFORMATION) ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE APP AND APP CONTENT RESIDES WITH YOU. ORIOLE AI EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND DATA ACCURACY.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ORIOLE AI MAKES NO REPRESENTATION OR WARRANTY THAT: (I) THE APP WILL BE COMPATIBLE WITH YOUR MOBILE DEVICE AND SOFTWARE; (II) THE APP WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR ERROR; (III) THE USE OF THE APP, INCLUDING, WITHOUT LIMITATION, THE BROWSING, DOWNLOADING, TRANSMISSION, OR RECEIPT OF ANY INFORMATION, WILL BE SECURE OR FREE OF ANY VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE, INTRUSIVE OR DISRUPTIVE COMPONENTS; (IV) THE TRANSMISSION OF INFORMATION TO AND FROM THE APP WILL BE SECURE; (V) THE USE OF THE APP WILL NOT INFRINGE THE RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; OR (VI) THE USE OF THE APP WILL NOT CAUSE ANY DAMAGE TO YOUR MOBILE DEVICE, SOFTWARE OR ELECTRONIC FILES.  

ORIOLE AI WILL NOT BE LIABLE AND ASSUMES NO RESPONSIBILITY FOR ANY LOSS OR DAMAGES ARISING FROM OR IN CONNECTION WITH: (I) ANYTHING RELATED TO YOUR SYSTEMS (INCLUDING, BUT NOT LIMITED TO, YOUR FAILURE TO SECURE AND SAFEGUARD YOUR SYSTEMS, ID CODES OR PASSWORDS); (II) ANY ACCESS, INABILITY TO ACCESS, FAULT OR FAILURE OF THE APP CAUSED DIRECTLY OR INDIRECTLY BY YOUR SYSTEMS OR ANY THIRD PARTY SERVICE, SERVICE PROVIDER, NETWORK, INFORMATION, USER OR COMPUTING RESOURCE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, LOSS, CORRUPTION OR DESTRUCTION OF YOUR DATA; (IV) ANY OTHER ACT OR OMISSION OF ANY THIRD PARTY; OR (V) TO THE EXTENT NOT PROHIBITED BY LAW, PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES.

ANY AND ALL INFORMATION CONTAINED ON OR WITHIN THE APP IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO PROVIDE SPECIFIC ADVICE AND SHOULD NOT BE RELIED UPON IN THAT OR ANY OTHER REGARD. 

ANY PRODUCTS AND/OR SERVICES DESCRIBED ON THE APP ARE OFFERED IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED FOR SALE. THE INFORMATION AVAILABLE ON OR THROUGH THE APP IS NOT AN OFFER OR SOLICITATION BY ANYONE IN ANYONE IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE A SOLICITATION. 

ORIOLE AI IS NOT RESPONSIBLE FOR THE CONTENT OF ANY COMMUNICATIONS YOU SEND THROUGH THE APP, OR FOR ANY COMMUNICATIONS YOU RECEIVE FROM USERS OF THE APP. 

IN NO EVENT SHALL ORIOLE AI’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNTS PAID BY YOU TO ORIOLE AI IN RESPECT OF THE APP. 

YOU EXPRESSLY ACKNOWLEDGE THAT ORIOLE AI HAS ENTERED INTO THIS AGREEMENT WITH YOU AND MAKES THE APP AVAILABLE TO YOU, IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ORIOLE AI. YOU EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN WILL SURVIVE, AND CONTINUE TO APPLY IN THE CASE OF A FUNDAMENTAL BREACH OR BREACHES, THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY, OR TERMINATION OF THIS AGREEMENT. 

12. Electronic Transmissions

The transmission of data or information over the internet or other forms of networks may not be secure, and is subject to possible loss, interception or alteration while in transit. Oriole AI does not assume any liability for any damage you may experience or costs you may incur as a result of any electronic transmissions over the internet, other forms of networks or otherwise while using the App. In no event will the information you provide on or through the App be deemed to be confidential, create any fiduciary obligations to you on our part, or result in any liability to you on our part in the event that such information is inadvertently released by us or accessed by third parties without your consent. We ask that you please not send personal or financial information to us using unencrypted e-mail messages. While every effort is made to ensure that all software provided on the App is suitable for use on a wide variety of mobile devices, you should take reasonable and appropriate precautions to ensure compatibility of the App software with your specific mobile device. 

13. Privacy

Without limiting the generality of this Agreement, your use of the App is also subject to the terms of our Privacy Policy, which is hereby incorporated into and made part of this Agreement.  Please carefully review our Privacy Policy.  By using the App, you signify that you have read, fully understand and agree to be legally bound by our Privacy Policy.  

14. No Duty to Correct Errors

Without limiting the preceding provisions of this Agreement, you acknowledge and agree that Oriole AI has no obligation under this Agreement to correct any defects or errors in the App furnished to you under this Agreement, regardless of whether you inform Oriole AI of such defects or errors or Oriole AI otherwise is, or becomes aware of, such defects or errors.  To the extent Oriole AI provides you with any updates or upgrades to the App, such updates and upgrades shall be deemed to constitute part of the App and shall be subject to all terms and provisions set forth in this Agreement, including, without limitation, terms and provisions related to licenses, use restrictions, ownership and distribution of the App.

15. Trade-Marks and Copyright

Certain names, graphics, logos, icons, designs, words, titles or phrases contained within the App, Information and/or App Content may constitute trade names, registered or unregistered trade-marks or service marks (collectively, “Trade-marks”) of Oriole AI or other entities.  Trade-marks may be registered in Canada and in other countries as applicable. All Trade-marks not owned by Oriole AI are the property of their respective owners, and, where used by Oriole AI are used under license or with permission.  All Trade-marks are and shall remain the sole and exclusive property of their respective owner(s).  Any use of such Trade-marks, except as expressly provided for herein, without the express written consent of the applicable owner is strictly prohibited.  Nothing contained herein or on this App may be construed as granting, by implication, estoppel, or otherwise, any license to use any Trade-mark(s). You agree that you will not take any actions inconsistent with Oriole AI’s ownership of, or any third party’s ownership of, the Trade-marks.

16. Governing Law and Jurisdiction

This Agreement, your use of the App, and all related matters shall be governed solely by the domestic laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein, without regard to the conflicts of law provisions of any jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. You hereby irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario in relation to all disputes arising from or related to this Agreement, your use of the App and any related matters. 

If any provision of this Agreement is held invalid or unenforceable by any court having competent jurisdiction, such provision shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement shall continue in full force and effect. 

17. Termination

If you breach any provision of this Agreement or our Privacy Policy you may no longer use the App. We may, in our sole discretion, change, suspend or terminate, temporarily or permanently, the App or any part thereof or any of its features at any time, for any reason, without any notice or liability to you or any other entity.  If this Agreement or your permission to use the App is terminated by us for any reason, the agreement formed by your acceptance of this Agreement will nevertheless continue to apply and be binding upon you in respect of your prior use of the App and anything relating to or arising from such use. If you are dissatisfied with the App, then your sole and exclusive remedy is to discontinue using the App. 

18. App Updates, Modifications and Deletions

From time to time, we may remotely update, upgrade, modify, delete or stop supporting the App or any of its components for any reason, including, without limitation, to enhance App functionality or stability or to address potential safety or security concerns. You agree that we may at any time automatically update, upgrade, modify, delete, or stop supporting the App.  If the App is updated, upgraded or modified, whether to enhance or correct features or functionality, then this Agreement will apply to the updates, upgrades and modifications in addition to any other terms that are presented to you in connection with the update, upgrade or modification. We have no obligation to provide any customer support for the App, or any updates.    

19. Changes to this Agreement

We reserve the right to amend or modify this Agreement, in whole and in part, at any time and from time to time.  Where required by applicable law, we will notify you of any changes to this Agreement at least thirty (30) days before the modification comes into effect. In addition where required by law or at our discretion, we will provide you notice using email and/or your mailing address, or any other contact information we have for you in our discretion. Where required by law or at our discretion, this notice will be provided at least thirty (30) days before the change comes into effect (or such longer period as may be required by applicable law) and will as required by law set out the new clause, or the modified clause and how it read formerly, and the date on which the change will come into effect. Before the change comes into effect, you may cancel this Agreement rather than accept the change. To the fullest extent permitted by law, as your sole remedy and where required by law, you may refuse the modification and rescind, or cancel this Agreement without cost, penalty, cancellation fee or cancellation indemnity, by providing us with notice to that effect no later than thirty (30) days after the modification comes into force, using the information in the notice, if the change results in increased obligations to you or a reduction of obligations on us. To the fullest extent permitted by applicable law, your continued access to and/or use of the Service, after the date specified in such notice constitutes your full acceptance of, and agreement to be legally bound by, this Agreement, as modified. 

20. Export Controls

You acknowledge that the App, App Content and the underlying technology may be subject to applicable export jurisdiction.  You agree to comply with all applicable international and national laws that apply to the App, App Content and the underlying technology, as well as end-user, end use, and destination restrictions issued by Canadian and other governments. By downloading or using the App or the App Content, you agree to the foregoing and you represent, warrant and covenant that you are not located in, under the control of, or a national or a resident of any country identified in any applicable legislation, regulation, deny order or prohibition list issued by any governmental or regulatory body, and that you will otherwise comply with all applicable export control laws.

21. Apple Store terms

For users of the Apple Store and/or our App for the iPhone or iPad: 

You acknowledge and agree that this Agreement is concluded between you and Oriole AI only, and not with Apple, Inc. (“Apple”).  Oriole AI and not Apple, is solely responsible for the content of the App.  The license granted to you for the App is limited to a non-transferable license to use the App on any Apple-branded products that you own or control and as permitted by the usage rules set forth in the Apple App Store Terms of Service, except that the App may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing.     

Oriole AI shall be solely responsible for providing any maintenance and support services with respect to the App, as specified herein. You and Oriole AI acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.  

Oriole AI shall be solely responsible for any product warranties, whether express or implied by law, to the extent not disclaimed herein, and in the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App.  

You acknowledge and agree that Apple shall not be responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation. In the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Apple shall not be responsible for the investigation, defense, settlement or discharge of any such intellectual property infringement claim.

You represent and warrant that (i) you are not located in a country that is subject to a U.S. or Canadian Government embargo, or that has been designated by the U.S. or Canadian Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. or Canadian Government list of prohibited or restricted parties. You must comply with applicable third party terms of agreement when using the Services.

You must comply with any applicable third party terms of agreement with using the App. 

You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.

22. General

If any provision of this Agreement is held invalid or unenforceable by any court having competent jurisdiction, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions of this Agreement shall continue in full force and effect. No failure to exercise or waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such provision or any other provision of this Agreement.  This Agreement is binding upon you, your heirs, executors, beneficiaries, successors and assigns and you may not assign this Agreement to any other party without our prior written consent, which consent may be withheld in our sole and absolute discretion. 

23. Contact Us

Questions? If you have any questions or concerns with this Agreement, please contact us at:

14 Evans Dr, Guelph, ON N1L 1L8

226-500-1344

oriole@oriole.ai