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Terms of Use

Last Updated: April 13, 2023

Welcome

These Proto Terms of Use (“Terms”) govern this website and all proto.cx webpages (collectively, the “Site”). Please read these Terms carefully as they are a legal agreement between Proto Research Inc. and its affiliates (collectively, “Proto”) and you. By visiting, accessing or otherwise using the Site, you agree to be bound by these Terms and to comply with them. If you do not agree to all of these Terms, you must not access or use the Site. We periodically update these Terms, so you must regularly review them. We will post the effective date of any updates at the beginning of these Terms. By continuing to use the Site or associated services (the “Services”) after an update, your continued use constitutes acceptance of the updated Terms.

Proto offers some additional software and services on the Site under specific terms and conditions (for example, the Proto AICX Deployment Agreement terms and conditions  (the “Service Terms”). Your use of such software and services is governed by the applicable Service Terms. If there is any conflict between these Site Terms and the applicable Service Terms relating to the use of those software or services, the Service Terms will govern. If no Service Terms apply to the software or services, then these Site Terms, and the applicable order document govern your use of the software or services.

Our site and software content

Our Site contains content, including but not limited to information, data, software, photographs, graphs, videos, text, graphics, music, sounds, compilations, and any other content owned, operated, licensed, and/or controlled by Proto that is protected by copyright, trademark, trade secret, or other proprietary rights ("Site Content"). Proto or its licensors retain all rights in such Site Content. Proto grants you a limited, revocable, non-sublicensable right to view the Site Content solely for your internal use of the Site. You shall use the Site Content solely for the uses specifically authorized on the Site and you will make no other use of it without Proto’s express written permission. Except as specifically authorized, you shall not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit the Site Content. The Site Content is not for resale. You shall not delete or alter any proprietary rights or attribution notices in the Site Content.

Software, in both source and binary forms, sample code, APIs, SDKs, associated documentation, and other related materials (collectively, “Software Content”) may be available for download on certain parts of the Site. Proto or its licensors own and retain all rights in such Software Content, including all applicable intellectual property rights.

Nothing in these Terms grants any right or license to Software Content. Software Content is governed by its own separate terms and conditions and all use of Software Content must be in accordance with the specified license(s), which may include, but is not limited to, Proto’s End User License Agreement, Proto software development licenses (e.g., Proto API, SDK, and Sample Code licenses), and free/open source software licenses, as applicable.

Trademarks

The names, logos, graphics, brands, and icons on the Site (other than those belonging to third parties) are Proto’s trademarks. Our trademarks shall only be used in connection with our software and services. Proto grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use our trademarks solely in strict accordance with these Terms. You shall not use our trademarks or trade dress in connection with any products or services that are not Proto’s in a way that is likely to cause confusion among consumers or that disparages or discredits Proto. All third-party trademarks on the Site are the property of their respective owners, who may or may not be affiliated with Proto.

Your content

We do not claim any ownership rights in any text, files, images, photos, video, sounds, software, works of authorship, or other materials that you upload or otherwise provide to our Site (collectively, "User Content"). However, you grant to Proto a worldwide, royalty-free, sublicensable, perpetual, irrevocable license to use, modify, publicly perform, publicly display, reproduce, and distribute your User Content for the limited purpose of providing the Site and all related services. If you provide us with any feedback or ideas, you authorize Proto to use your feedback for any purpose, without any restriction or limitation.

License

You are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site solely in accordance with these Terms. As a condition of your use, you warrant to Proto that you will not use the Site for any unlawful or prohibited purpose. You shall not use the Site in a way that could damage, disable, overburden, or otherwise impair them or interfere with any other party’s use. You shall not obtain or try to obtain any materials or information that Proto has not intentionally made available to you. We do not grant youlicense, express or implied, to any Proto intellectual property except as specifically authorized by these Terms. Proto reserves the right, in our sole discretion and without notice, to (a) revise the Site Content and/or SoftwareContent available on the Site; (b) impose rules for and limits on use of, or access to, the Site; (c) revoke your access to part, or all, of the Site; or(d) change, suspend, or discontinue any aspect of the Site. We will not be liable to you or to any third party for taking any of the foregoing actions.

Account security

If any part of the Site requires you to open an account, you must complete the registration process by providing current, complete, and accurate information as prompted by the applicable registration form. You also may be asked to choose a password and a username.You are solely responsible for maintaining the confidentiality of your password, username, and other account information. Furthermore, you are solely responsible for all activities that occur under your account and will be held liable for losses or damages incurred by Proto or another party due to someone else using your account or password. You agree to notify Proto immediately of any unauthorized use of your account or any other breach of security. Proto will not be liable for any loss or damages that you may incur as a result of someone else using your password or account. You shall not use anyone else’s account at any time without the permission of the account holder.

No unlawful or prohibited use

You shall not use the Site for any purpose that is unlawful or prohibited by these Terms or applicable laws. You shall not use the Site in a manner that could damage, disable, overburden, or impair any Proto server, or the networks connected to any Proto server, or interfere with any other party’s use and enjoyment of any of the Site. You shall not attempt to gain unauthorized access to the Site, other accounts, computer systems, or networks connected to Proto’s systems through hacking, password mining, or any other means. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site. You shall not use the Site to, nor permit any third party to: (a) promote your offerings or services (commercial or otherwise); (b) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such asrights of privacy and publicity) of others or publish, post, upload, or distribute any information that would result in the same; (c) download, upload,or otherwise make available materials, software, or information that is not legally yours and without permission of the intellectual property rights owner; or (d) impersonate someone else, falsely represent your identity or qualification, or breach another’s privacy. Proto has no obligation to monitor the Site. However, you acknowledge and agree that Proto has the right to monitor the Site and to collect and/or disclose any information as necessary or appropriate to (i) satisfy any law, regulation, or other governmental request, (ii) to operate the Site properly, (iii) to optimize the Site and/or Proto’s business operations, or (iv) to protect Proto, its users, or its customers.

 

User generated content

a. User Content. By sharing, submitting or uploading any of your data, feedback, suggestion, comments, or ideas (“User Content”) in any way, you grant Proto a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, prepare derivative works of, display, and perform your User Content in any legal manner for our sole benefit, including in future modifications of the Site, other products or services, and in advertising and marketing materials. You acknowledge and agree that you are solely responsible for all the User Content that you make available through Proto. Accordingly, you represent and warrant that: (a) you have all rights, licenses, consents, and releases necessary to grant Proto the required rights to disseminate any User Content,(b) neither your User Content nor your posting, uploading, publication, submission, or transmittal of this User Content or Proto’s use of your User Content will infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

b. Indemnification for User Content. You shall indemnify and defend Proto and its affiliates and their respective directors, officers, and employees against any liability, loss, settlement payment, interest, award, judgment, damages (including punitive damages),fines, fees, penalties, filing fees and court costs, witness fees, reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses and charges incurred as a result of a third-party claim or action that (i) the User Content you submitted infringes the rights of a third party; (ii) results from your breach of its obligations under the Terms; or (iii) results from your violation of applicable laws. You shall not make any admission on Proto’s behalf or settle any claim unless the settlement unconditionally releases the Proto of all liability. Proto will reasonably assist you in all necessary respects in connection with the defense of the claim, at your expense. Proto may participate in the defense of the claim at its sole cost and expense.

Disclaimer of warranties and limitation of liability

Although we have attempted to provide accurate information on our Site, we assume no responsibility for the accuracy of the information. We do not endorse or assume responsibility for user conductor what users submit to our Site.

THIS SITE IS PROVIDED "ASIS" AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND,EITHER EXPRESSED OR IMPLIED. TO THE EXTENT PERMITTED BY LAW, PROTO DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, OR THAT ARISE FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

PROTO SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT GOODS, OR LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THIS SITE OR ANY RELATED SERVICES OR CONTENT, OR DAMAGES RESULTING FROM USE OF OR RELIANCE ONTHE INFORMATION PRESENT, EVEN IF PROTO HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES. PROTO’S TOTAL LIABILITY ARISING OUT OF THE SITE, WHETHER ON BREACH OF CONTRACT, BREACH OF WARRANTY, CLAIM OF NEGLIGENCE, OR OTHERWISE,SHALL NOT IN ANY CASE EXCEED THE COST PAID BY YOU TO ACCESS THE SITE OR$100.00, WHICHEVER IS LESS.

IF YOUR NON-IDENTIFIABLE DATA ARE USED FOR RESEARCH PURPOSES, THEN ANY LIMITATION OF LIABILITY AND INDEMNITY CLAUSES CONTAINED WITHIN ANY PRIVACY POLICY, END-USER LICENSE AGREEMENT OR TERMS OF USE ARE WAIVED WITH RESPECT TO ANY HARMS SUFFERED OR LIABILITIES INCURRED AS A RESULT OF ANY RESEARCH ACTIVITIES.

Privacy

Our Privacy Policy describes how we will protect your privacy and handle your personal information when you use our Site. By using the Site, you agree that Proto can use such personal information in accordance with this policy.

Communications

When you visit the Site or send electronic messages to us, you are communicating with us electronically. When Proto sends you communications about the Site, we will do so in accordance with consumer choices and the Privacy Policy. By registering for an account, sending us an electronic message, or otherwise communicating with us, you have agreed to communicate with us electronically, which may include receiving emails from Proto or its partners. You may withdraw your consent at any time by sending us an opt-out or unsubscribe notice, clicking on the “unsubscribe” link in an email, or otherwise manage your communications preferences here.

Links to third party sites

Certain links on the Site may take you to third-party websites. Proto provides these links only as a convenience to you and the use by Proto of such links does not imply any warrant or endorsement of the third party, its products, services, or its site.

General

a. Applicable Law, Jurisdiction, Venue. The laws of the Province of Ontario will govern these Terms and your use of the Site, without regard to any conflict of laws provisions that would result in the application of the laws of any other forum. In the event of any dispute relating to or arising outof the Site or these Terms, both you and Proto agree to personal jurisdiction in, and exclusive venue of, the courts located in Toronto, Ontario.

b. Severability. If any provision of these Terms is found to be invalid or unenforceable, that provision will be struck and the remaining provisions will remain in full effect.

c. Waiver. If you or others violate these Terms and we take no immediate action, this in no way limits or waives our rights, such as our rightto take action in the future or in similar situations.

d. Amendment. We reserve the right to change these Terms from time to time at our sole discretion.

Service Level Agreement

Priority level
Initial response
Trigger

P3 Non-Serious

  • New feature request or suggestion.
  • Non-critical degradation of software limited to a component (e.g. delayed loading).
<48 hours
Direct message or email to Proto’s Head of CX or assigned CX manager.

P2 Serious

  • Critical degradation of software limited to a component without direct impact on enduser experience (e.g. inability to export files, unable to create new bot blocks, etc).
<12hours
Direct message or email to Proto’s Head of CX or assigned CX manager.

P1 Critical

  • Critical degradation of software across multiple components with direct impact on enduser experience (e.g. Proto AICX platform is inaccessible, webchat is offline, live agent takeover is not working, etc).
  • Security or privacy incident.
1 hour
Direct message to Proto’s Head of CX, Head of Product, Head of Engineering or assigned CX manager.