Roguebred Inc. Terms of Use
(the “Agreement”)
Effective Date: January 1st, 2023
Roguebred Inc. (hereinafter referred to as “RB“, “we“, “us“, or “our“) is a corporation incorporated pursuant to the laws of Ontario.
This Agreement sets forth the binding terms and conditions governing users (“you”, “your” or a “user”) installation and use of our software application, NotesnChat (the “Application”). Please read this Terms of Use (the “Agreement”) carefully before installing and using the Application or any other of our services.
The Application is offered subject to acceptance of all the terms and conditions contained in this Agreement and all other operating rules, policies, and procedures that may be published on the Application or our website from time to time. By clicking “accept”, you confirm that you have read, understood and accept the terms of this Agreement.
We reserve the right to modify this Agreement at any time, and without prior notice, by posting an amended Agreement that is accessible on our website or through the Application. You should review the effective date for each Agreement.
RB reserves the right, at its sole discretion, to change, suspend, or discontinue the Application and any features thereof at any time for any reason. RB may also impose limits on certain features and services or restrict access to parts or all of the Application without notice or liability to you. Notwithstanding the forgoing, we may update the Application from time to time with new versions, bug fixes or updates. We may discontinue some aspects or all of the Application, including certain features and the support for certain devices and platforms, at any time.
RB grants users a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and make use of the Application for your personal use only. You agree to abide by this Agreement and other terms and conditions of RB. You represent, warrant and covenant to use the Application only for legal, authorized and acceptable purposes. You represent and warrant that your device meets the required system requirements to run the Application.
As a condition to use the Application, you represent, warrant and covenant that you shall not:
In order to use the Application, you must register an account. By using the Application and registering the account, you represent and warrant that all information that you provide is complete, accurate, current, and valid. If any information changes, you must promptly update the details of your account. We reserve the right to temporarily suspend or permanently terminate your account at any time for any reason. Account information, including email addresses, is confidential and will not be given, sold or shared with third parties.
We do not have access to your messages, nor can we decrypt or otherwise access the content of your messages or calls. All of the content you share will be stored on your device. Therefore, you are solely responsible for maintaining the confidentiality of your account information and password, and you are responsible for keeping your device and your account safe and secure. All communications between you and RB are confidential and subject to our Privacy Policy as prepared from time to time.
We reserve the right to send notifications of renewals, special offers, updates to our Application and terms and conditions to the extent permitted by the CAN-SPAM Act and other relevant privacy law in Canada.
All title, including not limited to copyrights, trademarks, patents, trade secrets and other intellectual property rights in and to the Application, its contents, including but not limited to all updates, add-ons and improvements, and any copies thereof unless otherwise stated are owned by RB. All title and intellectual property rights in and to the content which may be accessed through the Application are, unless otherwise stated, the property of RB. ROGUEBRED, NOTESNCHAT, and other trademarks displayed in connection with the Application unless otherwise indicated, are the exclusive property of RB.
Subject to the limited licenses expressly provided in this Agreement, nothing in this Agreement transfers or assigns to you any of RB’s intellectual property rights in the Application, RB’s intellectual property rights, or any other products or services of RB.
The Application allows you to store, sync, and share documents, files materials, content data, images, and other information submitted through the Application (“Your Content”). You, or your applicable licensor, retains ownership in Your Content. However, you grant RB and its affiliates a non-exclusive, royalty-free, license to use, distribute, transmit, reproduce, modify, adapt, create derivative works from, publicly perform and display your Content in connection with the Application.
You are solely responsible for maintaining and protecting all Content that is stored, retrieved, shared or otherwise processed by or in connection with the Application. Without limiting the foregoing, User will be responsible for all costs and expenses that you or others may incur with respect to backing up, and restoring and/or recreating any of Your Content that is lost or corrupted. Your accesses and use of Your Content or the content of others using the Application is at your own and sole risk.
You represent that (i) you have all necessary permission and full right and authority to use, share and store Your Content, (ii) Your Content will not infringe or misappropriate or otherwise violate the rights of any third party, (iii) Your Content will not violate any law or regulation, (iv) Your Content will not be disparaging or defamatory toward others, sexually explicit, or abusive, (v) Your Content will not be contrary to, or inconsistent with, the social mores, ethics, or public policies, (vi) Your Content will not contain any direct or indirect messages or nuances that may be seen as advocating or promoting any illegal, illicit, immoral, violent, or unethical activities or ideas, (vi) Your Content will not damage or otherwise adversely affect the Application or any of the systems used by or on behalf of RB to host or otherwise provide the Application.
Without prejudice to any other rights, RB, may terminate this Agreement if you fail to comply with this Agreement or our Privacy Policy. We may for any reason, in our sole discretion and without liability to you, modify, suspend or terminate your access to the Application.
Our Application may allow you to access, use, or interact with third-party websites, apps, content, and other products and services. When you use third-party services, their terms and privacy policies govern your use of those services.
When you download the Application through the Apple App Store, Google Play or any other app store or distribution platform (“App Provider”), you acknowledge and agree that: (i) this Agreement is between you and RB, and not with the App Provider, and that we are responsible for the Application, not the App Provider, (ii) the App Provider has no obligation to furnish maintenance and support services or handle any warranty claims, (iii) the App Provider is not responsible for addressing any claims you or any third party have relating to the App, and (iv) the App Provider is a third party beneficiary of these Terms as related to your use of the Application, and the App Provider will have the right to enforce this Agreement as related to your use of the Application against you.
IN NO EVENT WILL RB, ITS DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR ITS LICENSORS OR AFFILIATES, BE LABILE WITH RESPECT TO ANY SUBJECT MATTER IN THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE MEANS FOR: (I) ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (II) LOSS OF PROFITS, GOODWILL, OR OTHER INTANGIBLE LOSSES (III) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, (IV) ANY OF YOUR CONTENT OR (V) DAMAGES RELATING TO YOUR ACCESS TO, USE OF OR INABILITY TO ACCESS OR USE THE APPLICATION, VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE APPLICATION OR THOSE OF ANY SITE, SERVICES, OR TOOLS LINKED TO OUR APPLICATION AND ANY USER CONTENT OR CONTENT OF THIRD PARTIES OR THE MANNER WHICH INFORMATION AND CONTENT THAT APPEARS ON THE APPLICATION. RB SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND OUR REASONABLE CONTROL. THE FORGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
To the maximum extent permitted by applicable law, RB assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content on the Application, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Application, (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein, (iv) any interruption, delay or cessation of transmission to or from the Application, (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Application by any third party, (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Application, and/or (vii) Your Content or the defamatory, offensive, or illegal conduct of any third party. In no event shall RB, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to RB.
YOUR USE OF THE APPLICATION IS AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT YOU ARE MAKING USE OF THE APPLICATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. RB MAKES NO WARRANTY WITH RESPECT TO THE APPLICATION, SERVICES, ANY CONTENT, OR THAT THE APPLICATION WILL PERFORM AS PROMISED. ACCORDINGLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
NOTHING IN THESE TERMS OF SERVICE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Any claim, dispute or matter arising under or in connection with this Agreement shall be governed and construed according to the laws of Canada and the Province of Ontario as applicable.
You agree to indemnify us and hold our subsidiaries, affiliates, officers, directors, agents and other partners or employees, harmless from any claim or demand, including reasonable legal fees, made by any third-party due to or arising from your use of the Application, your violation of this Agreement, or your violation of the rights of any third parties. You are responsible for your actions when using the Application.
Notices to you may be sent via either email or regular mail to RB’s address. If you wish to contact RB or deliver any notice, you can do so as follows:
No waiver of any term of this Agreement shall be deemed a further or continued waiver of such term of any other term, and RB’s failure to assert any right or provision under this Agreements shall not constitute a waiver of such right or provision.
No independent contractor, agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this Agreement.
This Agreement and any rights or licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by RB in its sole discretion.
We will not be held liable for any delays or failure in performance of any part of the Application, from any cause beyond our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, viral or bacterial pandemic, medical emergency, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers, or third-party internet service providers.
This Agreement constitute the entire agreement between you and RB concerning your access and use of the Site. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited or modified as necessary to eliminate its invalidity or unenforceability without in any way affecting the remaining portion of the Agreement.
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