TERMS OF USE

These Terms of Use (the “Agreement”) is a legal agreement between you and 2522416 Ontario Inc. (“Plex.ai”) respecting your use of Plex.ai’s Rover chatbot service as described herein and on Plex.ai’s website.  BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON WHEN COMMENCING USE OF THE ROVER CHATBOT SERVICE, OR BY OTHERWISE USING THE ROVER CHATBOT SERVICE, 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 legal@plex.ai.

  1. Definitions

  1. “You” shall mean the person agreeing to this Agreement, on your own behalf and/or on behalf of any organization which you may represent.
  2. “Services” has the meaning set forth in Section 2 below.
  3. “Software” means the www.heyrover.com  chatbot, a software interface acting as a virtual insurance assistant to permit users to obtain insurance quote information through questions asked and answered through a chat bot that is either manned by Plex.ai personnel or automated (at Plex.ai’s sole discretion).

  1. The Services

  1. Plex.ai will allow You, through the Software, to ask questions and obtain answers respecting available insurance policies in order to obtain insurance quote information that meets Your needs as expressed through the information provided by You (the “Services”). The Services are provided subject to the terms and conditions of this Agreement.

  1. In order to use the Services, You must:
  1. provide up-to-date, complete and accurate information as requested by Plex.ai through the Software, which may include Your name, mailing address, phone number and email address, and any other information required to be provided in order to obtain a valid insurance quote;
  2. provide up-to-date, complete and accurate payment information to the applicable insurance provider; and
  3. be at all times in compliance with the terms and conditions of this Agreement and applicable law.

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

  1. Plex.ai reserves the right to change, suspend or discontinue the Services at any time.  Plex.ai may also impose limits on the Services and/or terminate or restrict Your access to parts or all of the Services without liability.  Where feasible, Plex.ai will provide You with advance notice of such changes, limitations or discontinuance; however, You acknowledges that such notice may not be feasible in all circumstances, and that Plex.ai shall have no liability whatsoever for its failure to provide such notice to You.

  1. Use of the Services will contain references to third parties, links to third party websites or documents, and will incorporate information obtained from third parties, including insurance providers. All such references, links and information are provided “AS IS”.  Third party websites, documents, information, quotes, advice and statements are not under the control of Plex.ai, and Plex.ai is not responsible or in any way liable for their contents, including without limitation their accuracy, currency, reliability, effectiveness, standards compliance, copyright compliance, legality, decency, or any other aspect of their content.  Plex.ai’s only responsibility shall be to pass such information, in the form received by Plex.ai from such third parties, to You.  Plex.ai does not assess the data for quality or otherwise.  Under no circumstance will Plex.ai be liable for any loss or damage caused by Your reliance on information obtained through the Services. It is Your responsibility to evaluate the accuracy, completeness or usefulness of any content and data available through the Services, including usefulness of any insurance quote for Your needs, or obtained from a third party linked site.  

  1. Your Use of the Services

  1. You agree that:
  1. You will only use the Services in accordance with this Agreement and applicable law;
  2. You will ensure that any information that is provided to Plex.ai pursuant to this Agreement is true, accurate, current and complete;
  3. You will be solely responsible for all activities with respect to the Services undertaken by You, including all interactions with the applicable insurance broker or company providing You with insurance;
  4. You will not use the Services to provide commercial services to, or for the benefit of, any third party, and you are specifically prohibited from reselling any data or quotes obtained through the Services;
  5. 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 information and content to the Software or otherwise provide such information and content to Plex.ai;
  6. 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 Plex.ai 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);
  7. 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;
  8. You will not interfere with or in any manner compromise any of Plex.ai’s security measures;
  9. You will not alter, modify, delete, or otherwise interfere with or in any manner compromise any content, data and/or features accessible through the Services or Software, including, without limitation, the content delivery and display functionality of the Services and Software.
  10. You will cooperate with Plex.ai and provide information requested by Plex.ai to assist Plex.ai 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.

  1. The Services will be subject to the usage policies as provided to You by Plex.ai from time to time, including in electronic form by posting on Plex.ai’s website.  Such policies may include limitations on equipment and/or software requirements.  You are solely responsible for compliance with such policies.

  1. You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment, software and services used in conjunction with using the Services (except for Plex.ai’s computer systems and networks), including without limitation Your internal network infrastructure.

  1. You acknowledge and agree that Plex.ai 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.

  1. You acknowledge and agree that Plex.ai will exercise no control over Your use of the Services, and that You are solely responsible for complying with the provisions of this Agreement and all applicable laws respecting Your use of the Services, as well as the usage policies of any Internet Service Provider or third party website through which you use the Software (including without limitation Facebook).  You acknowledge that, to the extent that You use the Software through a third party website, the usage policies and privacy policies of such third party website will apply, and You will be responsible for reading and complying with such policies.

  1. Plex.ai 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 Plex.ai’s reasonable judgment, a threat to Plex.ai’s or any third party’s computer systems, networks, files, materials or other data, or to any third party’s safety or well-being.

  1. You agree to promptly and accurately report to Plex.ai any actual or apparent errors, problems, nonconformities or other difficulties in Services, along with any other information reasonably requested by Plex.ai 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 Plex.ai for the purposes of Plex.ai’s internal use to improve the Services or other Plex.ai products or services.

  1. You agree that any suggestions, bug reports or other communications respecting the functionality of the Software or Services that You transmit to Plex.ai by any means (each, a "Submission"), is considered non-confidential and may be disseminated or used by Plex.ai or any third party without compensation or liability to You for any purpose whatsoever.  By providing a Submission to Plex.ai, whether for inclusion on the Services or otherwise, You represent and warrant that You have all necessary permissions to grant the licenses below to Plex.ai. You hereby grant Plex.ai, its affiliates and successors a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, distribute, transmit, modify, develop, prepare derivative works of any Submission on, through or in connection with the Service, including without limitation, for promoting, improving and developing the Services.  This provision does not apply to personal information that is subject to Plex.ai’s Privacy Policy.

  1. The Software

  1. Plex.ai hereby grants You a personal, non-exclusive, revocable, non-transferable license to use the Software solely as accessed through Plex.ai’s website and solely for the purposes of using the Services.  This license does not imply any rights to future upgrades or updates to, or versions of, the Software.  However, if Plex.ai does provide You with any Software 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.

  1. You shall not:
  1. 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;
  2. 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);
  3. use the Software in any way inconsistent with the use parameters for the Services;
  4. 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 Plex.ai with respect to the Software and/or data and/or content transmitted, processed or stored by Plex.ai or other users of the Services;
  5. collect any information or communication about the users of the Services or Software by monitoring, interdicting or intercepting any process of or communication initiated by the Software or Services or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing
  6. 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 any computer system or that are designed to monitor, distort, delete, damage or disassemble the Software or its ability to communicate and perform the Services; or
  7. authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in (a) – (f) above, or attempting to do so.

For the purposes of this provision “copy or reproduce” shall not include copying of statements and instructions of the Software during program execution when used in accordance with and for the purposes described in the user documentation or in the course of making backups of the computer or system on which the Software is installed, in accordance with industry standard business practices.  

  1. You hereby 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.

  1. Privacy and Confidentiality

  1. Your personal information will be handled in accordance with Plex.ai’s Privacy Policy.  To view Plex.ai’s Privacy Policy, please visit the following link: heyrover.com/privacy.  Notwithstanding the foregoing, Plex.ai 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.

  1. Additionally, by submitting personal information to Plex.ai pursuant to this Agreement, including without limitation Your name, address, e-mail address and credit card or other financial information, You consent to the collection, processing, transmission and disclosure of such information by Plex.ai for the purposes of Plex.ai’s provision of the Services and Plex.ai’s internal use, and specifically the purposes for which such information has been requested, such as obtaining an insurance quote.  You specifically agree that Plex.ai may disclose such information to third party service providers, including insurance brokers and insurers, to the limited extent necessary to provide You with the Services, and You also agree that such third parties may use such information to provide You with the insurance products and services that You have requested through the Services.

  1. You acknowledge that, 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 Plex.ai has no direct control.  By using the Services, You acknowledge that Your information and data may become, during the period that they are hosted on such servers, subject to the laws of the jurisdiction in which those servers reside and/or to the terms of agreements respecting the hosting of data on such servers.  Although Plex.ai has made reasonable efforts to verify that its agreements with such server providers are reasonably protective of Your data, You acknowledge that Plex.ai has no liability for any acts or omissions of third parties in relation to such servers and the data stored on them.  You therefore hereby release Plex.ai from all liability for any governmental or third party action taken in such jurisdictions with respect to such data (including Your information) and/or the servers on which such data resides, and You acknowledge that You are solely responsible to back up and retain copies of such information.

  1. Intellectual Property Rights

  1. You are responsible for complying with all applicable intellectual property laws in Your use of the Services, and agree to indemnify, defend and hold Plex.ai harmless from any and all claims that arise as a result of Your non-compliance with intellectual property laws and/or Your infringement of any intellectual property rights.

  1. You acknowledge that the Software is owned by Plex.ai, who retains 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.

  1. 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 Software, the Services, or any part thereof.  Your only rights to the Software, 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.

  1. Disclaimer of Warranties

  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.  PLEX.AI ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE INFORMATION PROVIDED THROUGH THE SERVICES OR SOFTWARE.  UNDER NO CIRCUMSTANCES WILL PLEX.AI 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.  Plex.ai has no special relationship with or fiduciary duty to You, and You acknowledge that Plex.ai has no control over, and no duty to take any action regarding any acts or omissions taken by You, including without limitation, how You may interpret or use materials accessed or developed through the Services, or what actions You may take as a result of having been exposed to information obtained through the Services. Some jurisdictions do not allow the exclusion of certain warranties, so the above limitations or exclusions may not apply to You.

  1. Limitation of Liability

  1. The only type of damages that can be recovered against Plex.ai 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 Plex.ai’s gross negligence, wilful misconduct or intentional breach of this Agreement.  In no event shall the aggregate liability of Plex.ai exceed the amount paid by You for the portion of the Services that gave rise to the claim.  PLEX.AI 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.

  1. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PLEX.AI 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, PROBLEMS, LOSS OR DAMAGE ASSOCIATED WITH ANY USE OF THE SOFTWARE 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 PLEX.AI 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.

  1. Indemnification

  1. You agree to indemnify, defend and hold harmless Plex.ai, 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 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, or (d) Your violation of any third-party rights or any applicable laws.

  1. Termination

  1. Plex.ai may terminate this Agreement and/or immediately cease to provide the Services without any liability whatsoever if Plex.ai 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 Plex.ai to seek a waiver of any law, rule, regulation, or restriction, or seek judicial review or appeal of any court order.   Upon any termination of this Agreement for any reason (whether by You or by Plex.ai), You must cease all use of the Services and Software.

  1. Without limiting other remedies, Plex.ai 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) Plex.ai is unable to verify or authenticate any information You provide; or (c) Plex.ai believes that Your actions may cause financial loss or legal liability for You, other users or Plex.ai.

  1. Plex.ai reserves the right to investigate suspected violations of this Agreement. You hereby authorize Plex.ai 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.

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

  1. Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, shall do so.

  1. GENERAL

  1. Independent Contractors:  Each Party shall perform its obligations hereunder as an independent contractor, and nothing contained in this Agreement shall be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the parties.  Except as expressly authorized by Plex.ai in writing, You shall neither act nor purport to be acting as the legal agent of Plex.ai, nor enter into any agreement on behalf of Plex.ai or otherwise bind or purport to bind Plex.ai in any manner whatsoever.

  1. Notices:  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 You or Plex.ai at their respective addresses as advised in writing.

  1. No Waiver:  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.

  1. Severability:  If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from this Agreement, in which event this Agreement shall be construed as if such provision had never been contained herein.

  1. Governing Law:  This Agreement shall be governed by and construed under the laws of the Province of Ontario.  Each Party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts located in the Province of Ontario.  The Parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement.  In construing, interpreting and enforcing this Agreement, choice of law principles shall not apply.

  1. Entire Agreement/Modification: This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements and understandings relating to the subject matter hereof.  This Agreement may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of both Parties.

  1. Electronic Agreement.  You acknowledge and agree that by clicking on the "I AGREE" button (or similar buttons or links as may be designated by Plex.ai to show your acceptance of this Agreement and/or your agreement to use the Services), 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 or the Services. 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.  

  1. English language.  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.

  1. Contact

  1. Any questions regarding this Agreement, or any questions, complaints, claims or other legal concerns relating to Plex.ai or its business, should be directed to Plex.ai at:

151 Charles St West, Suite 199

Kitchener, ON N2G 1H6

Canada

226-499-2194

legal@plex.ai