TERMS AND CONDITIONS
These terms and conditions (“Terms and Conditions” or “Agreement”) are binding on and apply to individuals (“you”, “your”, “User”) visiting or accessing the Platform of Intoto Inc., its parent company, subsidiaries or its affiliates (“Intoto”, “us”, “we”), from the time that Intoto provides you with access to the Platform. By creating an Account or using any Intoto service, whether through a mobile device, mobile application, computer, asset or otherwise (“Device”), you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions, our End User License Agreement (“EULA”) made available upon downloading the Intoto Application and available for review at [insert EULA URL], along with any and all policies included by reference, such as our Privacy Policy at [privacy policy URL].
If you are accessing, downloading, or using the Platform on behalf of an entity or organization, you represent and warrant that you: (i) have the authority to legally bind such entity or organization; and (ii) that you are duly authorized to enter into this agreement on behalf of entity or organization. In that event, all references to “you” in this agreement shall be a reference to both (1) you as an individual User (defined below); and (2) the entity or organization on whose behalf you are downloading, accessing, and using the Platform.
You can review the current version of the Terms and Conditions at any time at [terms and conditions URL]. Intoto reserves the right to update and change the Terms and Conditions by posting updates and changes to the Website and Application. We strongly encourage you to check the Terms and Conditions from time to time for any updates that may impact you.
1. Definitions.
“Account” means the account created through the Intoto Application and used by User as part of and to access the Platform provided by Intoto.
“Affiliate” means any entity which directly or indirectly controls, i.e. having direct or indirect ownership or control of more than 50% of the voting interests of the subject entity, is controlled by, or is under common control with the subject entity.
“Applicable Law” means all laws, statutes, common law, regulations, ordinances, codes, rules, guidelines, orders, permits, tariffs and approvals, including those relating to the environment or health and safety, of any governmental or regulatory authority that apply to the parties.
“EULA” means the End User License Agreement available at [insert link] which governs the use of the Intoto Application downloaded by Users onto their device.
“Institutional Users” means any individual who downloads, accesses, and/or uses the Platform on behalf of an educational institution, organization, or other entity.
“Intoto” means Intoto Inc., its employees, contractors, agents, Affiliates, and any other individual authorized by Intoto dealing in the matters under these Terms and Conditions.
“Intoto Application” or “Application” means the application software that will be installed on User’s device for the purposes of providing User the Platform;
“Intoto Technology” means the technology and intellectual property used in providing the products and services offered by Intoto, including computer software, programs, connectors, websites, networks, and equipment. Intoto Live technology does not include third-party applications or other software programs and technology provided or made available to Users by third parties.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. For greater certainty, Personal Data does not include information that is anonymized or aggregated.
“Platform” means the mobile application, website and social media accounts provided by Intoto to Users.
“Register” or “Registration” means the point at which the User creates an Account through the Intoto Application.
“Student Users” means individual students who download, access, and/or use the Platform.
“Subscription Plan” means one of the payment plans under which Intoto provides Users with access to and use of the Platform, available through the Intoto Application.
“Subscription Term” means the period set out under a particular Subscription Plan.
“Support Services” means the support or maintenance services provided or to be provided by Intoto or a third-party service provider engaged by Intoto to the User.
“Term” means the period from the time User downloads the Intoto Application until the time User deletes the Intoto Application from their Device and ceases to use the Platform.
“User(s)”means any individual(s) who has downloaded the Intoto Application onto a Device or created an Account, and includes Student Users and Institutional Users.
“User Data” means all electronic data or information (i) uploaded by the Users in the process of using the Platform, including profile information; or, (ii) created as a result of additional inputs by the User in the process of using the Platform. For greater clarity, User Data includes Personal Data and may comprise of sensitive information including geolocation, other personal information uploaded by User through the Intoto Application.
“Website” means the website owned and operated by Intoto at [insert link]
2. The Platform.
2.1 Trial. If a Trial is made available to User and User wishes to participate in a Trial, Intoto agrees to make available the Platform to User for the Trial Term and grants User the right to test, access and use the Platform and to report to Intoto the usefulness and functionality of the Platform (the “Trial”). On or before the expiry of the Trial Term, User shall agree to either (i) close their Account, with no further obligations (other than those surviving termination as described herein) or (ii) Register for the Platform and continue any subscriptions granted in accordance with these Terms and Conditions (for the purposes of this Agreement, such Registration following the Trial Term shall form part of the Term). This Section 3.1 only applies if User participates in a Trial period or offer. For greater certainty, if User does not participate in a Trial period or offer, this Section 3.1 is void and of no legal effect.
2.2 Description of the Platform. The Intoto Platform, which is powered by the Intoto Technology and other Intoto proprietary technology, provides (i) educational organizations with a streamlined, efficient method of tracking enrollment and attendance, managing orientation, and assist with admission logistics; (ii) corporations and other organizations with a platform through which they can access training courses for their employees; and (iii) students with tool to assist them with travel logistics when travelling to foreign countries for education, assistance with admissions, an ability to be connected with other students, and maps and other information for when the student reaches campus (collectively, the “Services”). Any new features or tools which are added to the current Platform shall also be subject to these Terms and Conditions. Intoto grants Users a limited, non-exclusive, non-transferable, non-assignable, worldwide, non-sublicensable, right to access and use the Website and cloud-based Platform during the Term. Any license rights related to your downloading, accessing, and using the Intoto Application shall be subject to an applicable EULA, which must be accepted prior to accessing the Application. Intoto reserves all other rights. Users shall not use the Platform or any Services thereunder that are not set forth in the Subscription Plan they have Registered for through their Account and accepted by Intoto, except as otherwise provided in these Terms and Conditions.
2.3 Provision of the Platform. Intoto shall make the Platform available to User during the Trial Term and/or Term, as applicable. Users may use the Intoto Application through their Intoto Account. User may also subscribe for additional services, functionality, or features within the Intoto Application for additional fees available through their Account (see Section 6.5). User agrees that its Registration for the Platform is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Intoto with respect to future functionality or features. User acknowledges and agrees that User has not relied on any future availability of any service offerings, technology, or enhanced or updated features or functionality.
2.4 Intoto Technology and Application. User may download the Intoto Application through a third-party application store prior to the Platform being provided to User (see Section 9). The Intoto Technology is to provide the Platform to User(s) and to improve performance of the Intoto Application. Intoto Technology(including any third-party support software) is owned by Intoto or applicable third-party licensors and suppliers. Upon downloading the Application, or otherwise accessing and using the Platform, Users may subscribe for applicable Services depending on the Subscription Plan selected. The Intoto Technology and Intoto Application is owned by Intoto or applicable third-party licensors and suppliers and is subject to the terms of the EULA, which forms part of these Terms and Conditions.
2.5 Beta Services. From time to time, Intoto may offer test versions of a new Service, functionality, or feature of an existing Service (“Beta Service”) for evaluation by you and our Users. If you use a Beta Service, you accept and acknowledge that: (a) the Beta Service is a pre-release version that is still under development and may not work as it is intended, or at all; the Beta Service might not be reliable and the results of the Beta Service may not be accurate; and, your use of the Beta Service might present risks of operational failure; (b) the Beta Service is intended for testing and evaluation only, and is provided on an “AS IS”, “AS AVAILABLE” and “WITH ALL FAULTS” basis; (c) Intoto reserves the right to change or terminate the Beta Service at any time without notice to you, and we are not obligated to release a commercial version of the Beta Service; (d) any commercial version of the Beta Service may be substantially different from the Beta Service and may not be compatible with certain software or systems; (e) Intoto is not obligated to provide you with User support for the Beta Service; and (f) any and all information you obtain regarding the Beta Service is confidential and you may not disclose that information to any other person or entity, or use that information for any purpose other than providing feedback to us.
3. Account.
3.1 User Account. To access and use the Platform, User must Register for an account through the Intoto Application (“Account”) by providing your name (or screen-name, if applicable), geolocation, phone number (optional), and a valid e-mail address, and any other information required by Intoto. Intoto may, in its sole and absolute discretion, reject an application for an Account for any reason, and Intoto reserves the right to refuse service to anyone for any reason at any time. Upon Registration, User will be granted a username, password and authentication material to access the Platform (“User Login”).
3.2 Account and Password Security. You acknowledge and agree that you are responsible for keeping secure your User Login that you receive in connection with your Intoto Account. Intoto will not be liable for any loss, damage, or claims, whether instigated by you or otherwise, directly or indirectly resulting from your failure to maintain the security of your User Login or User Account.
3.3 Customer Account Requirements. You must be at least 18 years of age to create a User Account for the Intoto Application and use the Platform. By creating a User Account, you represent and warrant that:
- You can form a binding contract with Intoto;
- You are not a person who is barred from using the Platform under the laws of Canada or any other applicable jurisdiction;
- You will comply with these Terms and Conditions and all applicable local, provincial, national and international laws, rules and regulations; and,
Persons under the age of majority in their jurisdiction (“minor”) are not authorized to use the Intoto Application.
3.4 Communication. You acknowledge that Intoto may use the Personal Data you provide to Intoto at the time of Registration or as updated by you from time to time to communicate with you on matters related to the Intoto Application and Platform pursuant to the Privacy Policy [privacy policy URL].
4. Use of the Platform.
5.1 Intoto Responsibilities. Intoto shall: (i) maintain the integrity of the Platform and related Services; (ii) provide certain Support Services to User, at no additional charge; and (iii) use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except for (each of the following being an “Exception”): (a) planned downtime (of which Intoto shall give at least 8 hours’ notice via the Platform and which Intoto shall schedule to the extent reasonably practicable during the weekend hours from 6:00 p.m. EST Friday to 3:00 a.m. EST Monday); or (b) any unavailability caused by circumstances beyond Intoto’s reasonable control, including without limitation, acts of God, acts of government, government declared states of emergencies, government restrictions on businesses, epidemic, pandemic (including COVID-19 and related variants/mutations), plague, flood, fire, earthquakes, tornado, tsunami, hurricane, civil unrest, war, insurgency, armed insurrection, civil war, riots, acts of terror, security breaches, strikes or other labor problems (other than those involving Intoto employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within not within Intoto’s possession or reasonable control, and denial of service attacks.
4.2 User Responsibilities. User is responsible for all activities that occur in User Account and for Users’ compliance with these Terms and Conditions. User shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Data; (ii) use the Platform in compliance with the Use Guidelines described in Section 5.3; (iii) use reasonable efforts to prevent unauthorized access to, or use of, the Platform, and notify Intoto promptly of any such unauthorized access or use, including any such improper or unauthorized use by Users; and (iv) comply with all Applicable Laws in using the Platform.
4.3 Use Guidelines. Customer shall use the Platform, solely for (a) in the case of their own personal non-commercial purposes; and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit the Product or make the Platform available to any third party; (ii) send spam or otherwise duplicative or unsolicited messages in violation of Applicable Laws; (iii) send or store infringing, obscene, pornographic, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party intellectual property or privacy rights; (iv) send or store Malicious Code (whether intentional or inadvertent); (v) interfere with or disrupt the integrity or performance of the Platform or the data contained therein; or (vi) attempt to gain unauthorized access to the Platform or its related systems or networks. You are responsible for all activity and content uploaded by you through the Platform, and for ensuring the accuracy and completeness of any information we require to process your transactions. You are further responsible for ensuring that you use the Application in compliance with all terms and conditions set out in the applicable EULA, which must be agreed to prior to accessing or using the Application.
4.4 Third Party Links. Our Platform may include links to other internet websites owned by third parties. These third party sites are not owned, operated, or controlled by Intoto. Intoto is not responsible for, and has no liability for any third-party sites, their businesses, products, or content, except for the content that we have published specifically on those websites. If you choose to click on any link to a third-party and visit their sites, these Terms and Conditions will no longer apply, and you will be subject to the Terms and Conditions and any other legal documents posted on that third-party site. Your use of those sites is at your own risk, and you agree that you will not bring a claim against Intoto arising from your use of any of these other websites.
4.5 Investigation and Other Content. Intoto may investigate and take any available legal action in response to illegal and/or unauthorized uses of the Platform or the Intoto Application, including such activities set out under Section 5.3. Such legal action or responses include, but are not limited to, terminating your Intoto Account or requiring you to take down certain content. Although Intoto reserves the right to review and remove any content that violates this Agreement, such content is the sole responsibility of the User who posts it, and Intoto cannot guarantee that all content will comply with this Agreement. If you see content on the Intoto Application or our Platform that violates this Agreement, please contact us at [report URL], or submit a report through the “Block” and “Report” functions in the Intoto Application.
5. Fees & Payment.
5.1 User Fees. Except during Trial Term (if applicable), User shall pay all fees or subscriptions through a third-party app store, Intoto direct billing or other payment platforms authorized by Intoto. If you choose to purchase a Intoto products or Platform for purchase through your Intoto Account (“in app purchases”), you will be prompted to confirm your purchase with the applicable payment provider, and your method of payment (your “Payment Method”) will be charged at the prices displayed to you for the service(s) you’ve selected as well as any sales or similar taxes that may be imposed on your payments, and you authorize Intoto or the third party account, as applicable, to charge you. Except as otherwise provided, all fees are quoted and payable in USD. Except as otherwise specified in these Terms and Conditions: (i) fees are based on services purchased and not actual usage, (ii) payment obligations are non-cancelable, (iii) fees paid are non-refundable.
5.2 Taxes. Unless otherwise stated, Intoto’s fees do not include any direct or indirect local, provincial, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”) User is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Intoto’s net income or property. If Intoto has the legal obligation to pay or collect Taxes for which User is responsible under this Section, the appropriate amount shall be invoiced to and paid by User.
6.3 Modification to Fees. Intoto reserves the right to amend the fees listed on the Platform at any time, which will be effective immediately following such change.
5.4 Additional In App Purchases. From time to time, Intoto may offer additional in app purchases. If you purchase an auto-recurring periodic subscription or in app purchase, your Payment Method will continue to be billed for the subscription until you cancel. After your initial subscription commitment period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing. If you do not wish your subscription to renew automatically, or if you want to change or terminate your subscription, you will need to log in to your third party account (or Account settings on the Intoto Application) and follow instructions to cancel your subscription, even if you have otherwise deleted your Account with us or if you have deleted the Intoto Application from your Device. Deleting your Account on Intoto or deleting the Intoto Application from your Device does not cancel your subscription; Intoto will retain all funds charged to your Payment Method until you cancel your subscription on Intoto or the third party account, as applicable. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term, and your subscription will not be renewed after your then-current term expires. If you pay Intoto directly, Intoto may correct any billing errors or mistakes that it makes even if it has already requested or received payment. If you initiate a chargeback or otherwise reverse a payment made with your Payment Method, Intoto may terminate your Account immediately in its sole discretion pursuant to Section 13.
6. Proprietary Rights.
6.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, and except for thos intellectual property rights held by third parties in connection with the Platform, such as [insert third parties], Intoto reserves all right, title, and interest, including all intellectual property rights, in and to the Platform and all technologies related thereto, including any and all algorithms or processes developed by Intoto and all derivatives, modifications, or improvements of or to any of the foregoing made by or for Intoto, whether or not created or developed in connection with the Platform. No rights are granted to User hereunder other than as expressly set forth herein.
6.2 Restrictions. User shall not (i) modify, copy or create derivative works based on the Platform; (ii) frame or mirror any content forming part of the Platform, other than for User’s own purposes; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Platform, in whole or in part or (iv) access the Platform in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Platform.
6.3 User Data. As between Intoto and User, User exclusively owns all rights, title and interest in and to all User Data. User Data is deemed Confidential Information under these Terms and Conditions. You acknowledge that you upload sensitive information at your own risk and that Intoto shall not be liable for any loss, vulnerability, or damages resulting from the upload of such sensitive information by you for any reason.
6.4 Usage Data. Intoto may collect certain data and information regarding User’s use of the Platform, including, but not limited to, data involving functions within the Platform most used by User or other items (“Usage Data”). Intoto may use and exploit Usage Data for any purpose in connection with operating, improving and supporting the Platform and any machine learning technology that underlies the Platform (“Usage Data Purpose”). Notwithstanding any term in these Terms and Conditions to the contrary, User hereby consents to the use of such Usage Data for the Usage Data Purpose, and User irrevocably assigns all rights, title and ownership of the Usage Data to Intoto, and User hereby waives any applicable non-assignable rights to such Usage Data to the extent User is legally permitted to do so. Intoto represents and warrants that it shall not use the Usage Data for any other purpose other than the Usage Data Purpose.
6.5 Suggestions. Users are encouraged to submit any suggestions and feedback related to their use and operation of the Platform, and can do so by sending an e-mail to us at [insert e-mail]. Intoto shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Platform any suggestions, enhancement requests, recommendations or other feedback provided by User relating to the operation of the Platform.
7. Privacy Rights.
7.1 Privacy Obligations. Notwithstanding any provisions, representations and warranties to the contrary, Intoto and User acknowledge that there is a possibility that the Usage Data may contain Personal Data, the use of which data is subject to various privacy laws, including all provincial, state, federal and international laws and regulations and provincial, state, federal and national government agency orders and decrees to which User may be subject (“Privacy Laws”), as well as certain restrictions imposed on the Personal Data by the data subjects or other third party data providers. Intoto and User agree to strictly abide by all such restrictions pertaining to the Personal Data, as they are promulgated and applied, currently and in the future. Furthermore, Intoto shall in good faith execute any and all agreements that User is required to have Intoto execute in order that User may comply with any Privacy Laws. If Intoto or User’s use (whether directly or indirectly) of the Personal Data is contrary to any Privacy Law, or contrary to any of the restrictions set forth in these Terms and Conditions, the non-violating party shall have the right to: (a) terminate this Agreement for cause if such breach has not been cured within five (5) days of receipt by the violating party of written notice, and (b) pursue any other legal and equitable remedies. For greater certainty, Intoto’s Privacy Policy [privacy policy URL] governs Intoto’s collection, use, disclosure, retention and disposal of Personal Data, and forms part of these Terms and Conditions.
8. Confidentiality.
8.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of User disclosed to Intoto, whether orally or in writing, or whether disclosed purposefully or inadvertently, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the User Data. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to User; (ii) was known to Intoto prior to disclosure by User without breach of any obligation owed to User; (iii) is received from a third party without breach of any obligation owed to User; or (iv) was independently developled by Intoto without any use of or reference to User’s Confidential Information.
8.2 Confidentiality. Intoto shall implement and maintain commercially reasonable and appropriate technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access to or publication of User Data, Confidential Information, or Personal Information. Intoto shall implement processes and maintain procedures designed to comply with Applicable Laws. These Terms and Conditions are User’s instructions for storing User Data, and Intoto shall not process User Data for any other purpose. Intoto may use subcontractors to facilitate its obligations under these Terms and Conditions. Intoto shall use commercially reasonable measures to ensure that such subcontractors implement and comply with reasonable security measures in handling any User’s Data, Personal Information, or Confidential Information. Intoto shall not disclose or use any Confidential Information for any purpose outside the scope of these Terms and Conditions, except with User’s prior written permission, subject to Section 9.3.
8.3 Compelled Disclosure. If Intoto is compelled by law to disclose Confidential Information of User, including User Data, it shall provide User, as applicable, with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at User’s cost, if User wishes to contest the disclosure.
9. License for Application
9.1 Rights Granted by Intoto.
Subject to your compliance with these Terms and Conditions, Intoto grants to you a limited, non-exclusive, non-assignable, without the right to sublicense, license to install, access, and run a single copy of the Intoto Application on a Device that you own or control, and to run such copy of the Intoto Application solely for your own personal non-commercial purposes. You may not copy the Application, except for making a reasonable number of copies for backup or archival purposes. If you sell your Device upon which you have installed a copy of the Intoto Application, you must remove the Intoto Application from such Device before doing so. Any Intoto Software that we provide to User may automatically download and install upgrades, updates, or other new features. You may be able to adjust these automatic downloads through your Device settings. These Terms and Conditions will govern any content, materials, or services accessible from or purchased within the license granted as well as upgrades provided by Intoto that replace or supplement the original license granted, unless such upgrade is provided under a separate end-user license agreement.
9.2 Accessing the Application from an App Store.
This section applies to the Intoto Application if you have accessed the Intoto Application through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play Store) where the Intoto Application may not or in the future be made available (each an “App Provider). You acknowledge and agree that: (a) these Terms and Conditions are concluded between you and Intoto, and not with the App Provider, and Intoto is solely responsible for the Intoto Application; (b) the App Provider has no obligation to furnish any maintenance and support services with respect to the Intoto Application; (c) in the event of any failure of the Intoto Application to conform to any applicable warranty, you may notify the App Provider and the App Provider will refund the purchase price for the Intoto Application to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the Intoto Application. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform with any warranty will be the sole responsibility of Intoto; (d) in the event of any third party claim that the Intoto Application or your possession and use of that Intoto Application infringes that third party’s intellectual property rights, Intoto will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms and Conditions; (e) The App Provider, and its subsidiaries, are third party beneficiaries of these Terms and Conditions as related to your license to the Intoto Application, and that, upon your acceptance of these Terms and Conditions, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions as related to your license of the Intoto Application against you as a third-party beneficiary thereof; (f) you must also comply with all applicable third party terms of service when using the Intoto Application.
9.3 External Services. The Intoto Application may allow access to Intoto’s and/or third-party services and websites (“External Services”). User acknowledges and agrees to the use of External Services at User’s sole risk. Intoto is not responsible for examining or evaluating the content or accuracy of any third-party External Services and shall not be liable for any such third-party External Services. Data displayed by any application or External Service is for general informational purposes only and is not guaranteed by Intoto or its agents. User will not use the External Services in any manner that is inconsistent with the terms of this Agreement or that infringes the intellectual property rights of Intoto or any third party. User agrees not to use the External Services to harass, abuse, stalk, threaten, defame, or for any other unlawful activity, any person or entity, and that Intoto is not responsible for any such unlawful use. External Services may not be available in all languages or in your place of residence and may not be appropriate or available for use in any particular location. To the extent that User chooses to use such External Services, User is solely responsible for complying with any applicable laws. Intoto reserves the right to change, suspend, remove, disable, or impose access restrictions or limits on any External Services at any time without notice or liability to User.
9.4 Effect of Termination.
Upon termination under Section 14, User will immediately cease all use of the Intoto Application and will destroy all copies of the Intoto Application (whether or not modified or incorporated with or into other software) and so certify to Intoto in writing if requested. Unless otherwise provided in these Terms and Conditions, termination is not an exclusive remedy and all other remedies will be available whether or not these Terms and Conditions are terminated.
10. Warranties & Disclaimers.
10.1 Warranties. Each party represents and warrants that it has the legal power to be bound by these Terms and Conditions. User represents and warrants that for any Personal Data controlled by it, or any other Personal Data provided or transmitted by User to Intoto, whether advertent or otherwise, User, as applicable, has obtained the necessary consent or legal right to provide or transmit such data. Intoto represents and warrants that (i) it will provide the Platform in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the functionality of the Platform will not be materially decreased during the Term; (ii) the Platform will not contain or transmit to User any Malicious Code (except for any Malicious Code contained in User-uploaded attachments or otherwise originating from Users); (iv) it owns or otherwise has sufficient rights in the Platform to grant to User the rights to use the Platform granted herein; and (v) the Platform does not infringe any intellectual property rights of any third party.
10.2 Intoto Warranty. Intoto warrants to User to the best of its knowledge that the Intoto Application as downloaded from Google Play Store or the Apple App Store will be the most recent officially released version of the Intoto Application, and that Intoto owns or has licensed the necessary rights, including rights to the relevant intellectual property rights, to perform its obligations under these Terms and Conditions, and that no notice has been given to Intoto alleging that the material licensed under Section 9 infringes any intellectual property rights of third parties, nor violates any other agreement or applicable legislation.
10.3 Disclaimer. USER ACKNOWLEDGES THAT NO APPLICATION IS CAPABLE OF PROVIDING COMPLETE PROTECTION AGAINST ALL KNOWN AND UNKNOWN VULNERABILITIES/ZERO-DAY THREATS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED “AS IS,” AND INTOTO MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE PLATFORM (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO USER BY INTOTO. INTOTO DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT THE OPERATION OF THE PLATFORM SHALL BE UNINTERRUPTED OR ERROR FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.
10.4 User Representation and Warranty. You represent and warrant that all information and content you submit upon creating your Account, including information linked to any social media accounts, are accurate and truthful, and you have the right to post such content or information through our Application or Platform. You also acknowledge and agree that Intoto, its affiliates, or third-party partners, may place advertising through the Intoto Application or Platform.
11. Indemnification.
11.1 Indemnification by User. Subject to these Terms and Conditions, User shall defend, indemnify and hold Intoto harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Intoto by a third party alleging that the User Data, or User’s use of the Platform: (i) infringes the intellectual property rights of such third party, or (ii) has harmed such third party because Malicious Code was uploaded or inputted by Users, (iii) electronic data or information was uploaded or inputted by Users without such third party’s authorization or permission, or (iv) violates any Applicable Law, or has otherwise harmed a third party; provided, that Intoto (a) promptly gives written notice of the Claim to User; (b) gives User sole control of the defense and settlement of the Claim (provided that User may not settle or defend any Claim unless it unconditionally releases Intoto of all liability); and (c) provides to User, at User’s cost, all reasonable assistance.
12. Limitation of Liability.
12.1 Limitation of Liability. IN NO EVENT SHALL INTOTO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, OR RELATIONSHIP BETWEEN INTOTO AND USER, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE SUBSCRIPION FEES PAID BY AND DUE FROM USER HEREUNDER.
12.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL INTOTO HAVE ANY LIABILITY TO USER(S) FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT USER HAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.3 Limitation of Claims. EXCEPT WITH RESPECT TO CLAIMS RELATING TO THE MISUSE OF CONFIDENTIAL INFORMATION OR PERSONAL INFORMATION, USER SHALL NOT BRING ANY CLAIM RELATING TO THE AGREEMENT MORE THAN TWO YEARS AFTER THE EVENTS GIVING RISE TO THE CLAIM OCCURRED.
12.4 General. THESE EXCLUSIONS AND LIMITATIONS APPLY EVEN IF THE REMEDIES ARE INSUFFICIENT TO COVER ALL OF THE LOSSES OR DAMAGES OF USER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY AND THE PARTIES MAY HAVE ADDITIONAL RIGHTS.
13. Termination.
13.1 Termination for Cause. Intoto may terminate this Agreement immediately without written notice to User for a breach or violation, or suspected breach or suspected violation, of any provision under these Terms and Conditions, as determined in the sole discretion of Intoto. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Intoto User, employee, member, or officer will result in immediate Account termination. If Intoto, in its sole and absolute discretion, suspects for any reason that User has uploaded illicit or prohibited materials under these Terms and Conditions to their Account, Intoto reserves the right to terminate the Account in connection with such suspicion. For clarity, if Intoto exercises its right to terminate under this Section 14, User shall delete and remove their copy of the Intoto Application from any and all Devices upon which a copy of the Intoto Application or Software has been installed and a license granted under Section 9.
13.2 Cancellation. User may cancel the Account and terminate this Agreement at any time by contacting [insert link] or deleting the User Account through account settings. Users must notify Intoto of their cancellation at least 48 hours in advance of their subscription renewal. Upon the cancellation, User shall pay to Intoto all undisputed amounts due and payable hereunder, if any. User will not be entitled to any refunds of any payments to Intoto, pro rata or otherwise. If you use a third-party payment account, you may need to manage in app purchases through such account to avoid additional billing.
13.3 Outstanding Fees. Termination or cancellation shall not relieve User of the obligation to pay any fees accrued or payable to Intoto prior to the effective date of termination.
13.4 Deletion of User Data. Immediately upon a User removing their Account from the Intoto Application, that individual’s User Data shall be deleted from the Intoto servers.
13.5 Surviving Provisions. The following provisions of these Terms and Conditions shall survive any termination or expiration of these Terms and Conditions: Sections 6 through 14.
14. General Provisions.
14.1 Relationship of the Parties. These Terms and Conditions do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
14.2 Verification of ID. In the event that you request Support Services, or other services, from Intoto, which require the verification of your identity and right to any Account, Intoto reserves the right to request documentation from you or User to determine or confirm Account ownership. Such documentation may include, without limitation, a scanned copy of government issued photo ID, e-mail, or your phone number on file.
14.3 No Third-Party Beneficiaries. Except as otherwise expressed herein, there are no third-party beneficiaries under these Terms and Conditions.
14.4 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under these Terms and Conditions shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
14.5 Severability. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms and Conditions shall remain in effect.
14.6 Assignment. User may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Intoto (not to be unreasonably withheld). Notwithstanding the foregoing, Intoto may assign this Agreement in its entirety, without consent of the User, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by User to assign its rights or obligations under these Terms and Conditions is in breach of this Section 15.6 shall be void and of no effect. Subject to the foregoing, these Terms and Conditions shall bind and enure to the benefit of the parties, their respective successors and permitted assigns.
14.7 Governing Law and Exclusive Jurisdiction. These Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. Subject to the dispute resolution provisions of this agreement, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario.
14.9 Equitable Relief. User acknowledges that damages may be an inadequate remedy if User violate the obligations under these Terms and Conditions, and Intoto shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.
14.10 Notices. Intoto shall communicate announcements of general interest by email or by posting on its Website. Intoto shall provide Customer with legal notices by email provided by Customer. Customer shall immediately notify Intoto if Customer’s email address for notice changes. Except as otherwise specified in these Terms and Conditions, all notices must be in writing to [insert email].
14.8 Dispute Resolution. In the event that any dispute should arise in connection with these Terms and Conditions, or the construction or application thereof, or as to any act, deed, or omission of Intoto, any User, or any Authorized Individual (the “Parties”), or as to any other matter in any way relating to these Terms and Conditions, shall be resolved by arbitration. Such arbitration shall be conducted by a single arbitrator. The arbitrator shall be appointed by agreement between the parties or, in default of such agreement, such arbitrator shall be appointed by a Judge of the Superior Court of Justice, upon the application of any of the parties, and such judge shall be entitled to act as such arbitrator, if they so desires. Unless otherwise agreed to by the parties, the arbitration shall be held in the City of Ottawa. The procedure to be followed shall be agreed to by the parties or, in default of such agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the provisions of the Arbitration Act, 1991 (Ontario). The arbitrator shall have the power to proceed with the arbitration and to deliver their award notwithstanding the default by any party in respect of any procedural order made by the arbitrator. The decision arrived at by the arbitrator shall be binding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Notwithstanding the above, nothing in this section 15.8 shall remove the legal rights or remedies of appeal available to the Parties under the Arbitration Act, 1991 (Ontario). In the event that any of the above in this Section 15.8 is found invalid by a court of competent jurisdiction, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provision of this Section 15.8 shall remain in effect. The initial cost of the arbitration shall be paid by Intoto, and Intoto shall make reasonable efforts to make such arbitration accessible to you. Upon final determination of the dispute, the prevailing party shall be entitled to recovery of their reasonable fees, costs, and expenses incurred in resolving the dispute, including reasonable attorney’s fees.
Last Updated: [2026 ]