Terms of service

Terms of Service

These Terms of Service ("Terms of Service") govern your access to and use of MUTY INC. (the "Company," "us," "we," and "our") software and services including the MUTY software and any other software, services, features, products, content, applications and training offered by us from time to time (collectively the "Services") identified in one or more agreements made available by us from time to time (each an "Access Agreement" and collectively, the "Access Agreements").

Acceptance

By using or accessing the Services or MUTY, you accept and agree to be bound by (i) these Terms of Service, (ii) all Access Agreements to which you are party, which are hereby incorporated herein by reference, and (iii) our Privacy Policy, found at https://note.leibeibei.cn (the "Privacy Policy") which is incorporated herein by reference (collectively referred to as the "Agreement"). This Agreement constitutes a binding agreement between the Customer ("Customer," "you," and "your") and the Company. This Agreement represents the parties' entire understanding regarding the Services and shall govern over any prior oral or written agreement or discussions or different or additional terms or conditions of any purchase order, invoice or other non-Company ordering document. No other terms or conditions of any purchase order, invoice or other non-Company ordering document shall apply to the Services. The Company may modify, supplement or amend these Terms and Conditions. If you have an account with us, you will be notified by email and given an opportunity to accept the changes.

Muty

Catalyst

CATALYST is a special purpose license granting early access to exclusive MUTY versions. CATALYST is not required for use of MUTY.

Not Professional Advice

MUTY and our other Services assist you to take notes and build a digital knowledge base. However, any materials available through MUTY and/or other Services and any information, training and/or advice provided, (collectively, the "Service Materials") are for informational purposes only; they are not guaranteed to be correct, complete or up-to-date, and use and work product resulting from the use of MUTY and our other Services will be yours. You understand that our providing of MUTY and any other Services to you does not constitute any guarantee of a particular outcome or otherwise make us responsible in any way for the success or failure of any project you undertake in connection with the use of MUTY and any other Services.

Use of Services

You may use the Services only if you have reached the age of majority where you live, and you can form legally binding contracts under applicable law. You may not use the Services if you live in a jurisdiction where access to or use of the Services or any part of them may be illegal or prohibited. It is solely your responsibility to determine whether your use of the website is lawful, and you must comply with all applicable laws. You are prohibited from contributing, posting or transmitting to the Services any infringing, unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane content or any content that could constitute or encourage conduct that would be considered a criminal offence, give rise to civil liability, or otherwise violate any law. Any content you contribute, post or transmit to the Services may not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. The Company reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content. In its sole discretion, in addition to any other rights or remedies available to the Company and without any liability whatsoever, at any time and without notice may terminate or restrict your access to any component of muty.ai.

Fees

You agree to pay all fees set out in an Access Agreement. All fees are non-cancellable and non-refundable and are based on Services purchased and not actual usage. Unless otherwise agreed between you and us, charges may be paid by credit card, electronic funds transfer or bank/wire transfer. For the avoidance of doubt, you shall not be entitled to any refund in the event of unused Services.

Payment Terms

Unless otherwise set out in the Access Agreement, Service fees are payable at the time of entrance into an Access Agreement. All fees are exclusive of taxes, levies or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies or duties (excluding taxes based on the Company's income), even if such amounts are not listed on an Access Agreement. Customer shall pay all fees in Canadian Dollars or in such other currency as agreed to in writing by the parties without set-off or deduction.

Suspension Rights

We reserve the right to immediately terminate the Services if: (i) the billing or contact information provided by you is false or fraudulent; or (ii) you fail to make any payment due within ten business days after we have provided you with notice of such failure. Any suspension of the Services by us under this section shall not relieve you of your payment obligations under this Agreement. We will not be liable to you nor to any third party for any suspension of the Services resulting from your non-payment of fees.

Content

The Services contains Content owned by the Company, its suppliers or licensors ("Company Content"). The Company, its suppliers and licensors own and retain all rights, including all intellectual property rights, in and to the Services and the Content. The Services and Content are protected by copyright, trademark, patent, trade secret and other laws. You must not remove or alter any copyright notices on any copy of MUTY or other Software.

Ownership

MUTY and any other Services are licensed and not sold to you. All rights not expressly granted to you in this Agreement are reserved and retained by us. You may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, use or sell any Content or other Content appearing on or through the Services. You must not modify, build upon or block any portion or functionality of the Services. We grant you a limited, revocable, non-sublicensable license to use the Content (excluding software code) in connection with using the Services in accordance with an Access Agreement. No Service, nor any part of any Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not misuse the Services. You may use the Services only as permitted by law. The licences granted by us terminate if you do not comply with this Agreement.

Software

We grant you a limited, personal, worldwide, non-sublicensable, non-transferable, non-exclusive license to install and execute MUTY and other Service-related software ("Software") on machines operated by or for you solely to permit you to use the Services in accordance with an Access Agreement. Any Software is licensed and not sold. Software may include code that is licensed under third party license agreements, including open source, made available to you under the terms of the applicable third party license agreement. Such open source software is not subject to the terms and conditions of this Agreement. Instead, each item of open source software is licensed under the terms of the end user license that accompanies such open source software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the open source software.

Third Party Plugins

MUTY supports third party plugins ("Third Party Plugins") that may be created by third parties. Third Party Plugins are not created, owned, or controlled by the Company. The Company does not endorse, warrant, or assume responsibility for any Third Party Plugins. You acknowledge and agree that the Company is not responsible for the content, functionality, accuracy, legality, appropriateness, or any other aspect of such Third Party Plugins. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third Party Plugins. The Company makes no investigation or verification by the Company of the Plugin, its content or functionality, or of its creators' or distributors' security or privacy practices. Use of Third Party Plugins are at your sole risk, and the Company will not be responsible or liable for any damages in connection with their use. Framing of the muty.ai website or any of its content in any form and by any method is strictly prohibited. You may not gather, extract, reproduce and/or display on any other non-Company website or other online service, any material on or from muty.ai or the Services, whether or not by the use of spiders or other 'screen scraping' software or system used to extract data without the express consent of the Company.

Survival

Upon termination of this Agreement for any reason, Customer shall pay all amounts owed hereunder. Sections hereof that, by their terms, require continuing survival (including without limitation provisions related to ownership of content and intellectual property, limitations of liability and confidentiality) together with any other provision required for their construction or enforcement, shall survive termination of this Agreement for any reason.

Definitions

Assignment

You may not assign this Agreement, nor any of the rights or obligations arising thereof, in whole or in part, to any third party without our prior written consent. We may assign this Agreement, as well as any of our obligations or rights, to a successor entity resulting from a merger, acquisition or consolidation involving the Customer.

Conflict

In the event of any conflict between these Terms of Service and an Access Agreement, the terms of the Access Agreement shall govern.

Notice

Except as otherwise provided herein, all notices shall be in writing and deemed given upon: (i) personal delivery; (ii) when received by the addressee if sent by an internationally recognized overnight courier (receipt requested); or (iii) first business day after sending by email. Notices shall be sent to the parties as set forth in the applicable Access Agreement.

Force Majeure

Except for your obligation to pay fees for the Services, neither party will be responsible for failure of performance due to causes beyond its control. Such causes include, without limitation, accidents, acts of God, labour disputes, actions of any government agency, shortage of materials, acts of terrorism or the stability or availability of the Internet or a portion of it.

Waiver

A waiver of any right is only effective if it is in writing and only against the party who signed such writing and for the circumstances given.

Relationship of the Parties

The parties are Customer and service provider. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship.

Governing Law; Venue; Time for Bringing Action

This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable in that Province. Any action or proceeding arising from or relating to this Agreement may only be brought in the courts located in Kitchener, Ontario and each party irrevocably submits to such exclusive jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods (also called the Vienna Convention, and which is cited in the statutes of Canada as the International Sales of Goods Contracts Convention Act) will not apply to this Agreement or the transactions contemplated by this Agreement. No cause of action arising hereunder or relating hereto may be brought more than one (1) year after it first accrues. 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.

Additional Terms

Additional terms and conditions apply to purchases of products and services.

Severability

The terms and conditions of this Agreement will be severable. In the event that any provision is determined to be unenforceable or invalid, that provision will nonetheless be enforced to the fullest extent permitted by applicable law, and that determination will not affect the validity and enforceability of any other remaining provisions of this Agreement.

Headings

The headings used in this Agreement are included for convenience only and will not limit or otherwise affect this Agreement.

Entire Agreement

This Agreement, together with those incorporated or referred to in this Agreement, constitute the entire agreement between us pertaining to the subject matter of these Terms and Conditions, and supersede any prior agreements, understandings, negotiations and discussions, whether electronic, oral or written, regarding the subject matter of these Terms and Conditions, and may not be amended or modified except by the Company as set out above. There are no representations, warranties or other agreements between us.

Electronic Communications

When you visit muty.ai or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Business Name and Business Ownership

The legal business name of the Company is Muty Inc. Please direct enquiries to support@muty.ai.

International Users

The Services are controlled, operated and administered by the Company (or its licensees) from its offices within Canada and is not intended to subject the Company to the laws or jurisdiction of any state, country or territory other than those of Canada. Those who choose to access the Services do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. You are also subject to Canadian export controls and are responsible for any violations of such controls, including without limitation any Canadian embargoes or other federal rules and regulations restricting exports. Additional charges such as customs, fees, taxes, and import duties are the responsibility of the buyer. Without limiting the foregoing, the Company may limit the availability of the Services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.