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We are Puter Technologies Inc. (“Puter”, “us”, “we”, the “Company”) and we operate a cloud operating system known as Puter (the “Platform”). These Terms of Service (“Terms”) apply to your use of the Platform, your use of any applications (“App(s)”) that you access through the Platform, and to the services we make available through the Platform (collectively, the “Services”). Our Services also include our website, puter.com, and any of our related websites (each, a “Website”).
These Terms and Conditions (the “Terms”) govern the relationship, and serve as a legally binding agreement, between you and us and set forth the terms and conditions on which you may access and use our Services. For the purposes of these Terms “you” and “your” refers to you as a user of the Services.
PLEASE READ THESE TERMS CAREFULLY, as they contain important information regarding your legal rights, remedies and obligations, including but not limited to various limitations and exclusions on damages you may claim against us and indemnification obligations you owe to us. IF YOU DO NOT AGREE TO THESE TERMS, you may not access or use the Services.
Puter is a cloud operating system that allows its users (each, a “User” and collectively “Users”) to upload, store, process, and share data, files, personal information, messages, pictures, and other materials (collectively, your “User Data”). You can also search, preview, sort and personalize your User Data.
Our Services also include access to Puter’s App Directory and App Development Center, through which Users may access and use App(s), or submit an App for use by other Puter Users through Puter’s App Developer Center. Any User that submits an App through the App Developer Center is considered a “Developer” and is subject to Puter’s App Developer Agreement.
By confirming your agreement or by using the Services, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference (the Terms and Privacy Policy together, the “Agreement”). If you do not accept and agree to be bound by all of the terms of this Agreement, then you may not use the Services.
You may use our Services only as permitted by applicable law, including export control laws and privacy regulations. To use our Services, you must be at least 13 years old. If the law where you reside requires that you must be older for Puter to lawfully provide the Services to you without parental consent (including use of your personal data), then you must be that older age.
We may make changes to these Terms from time to time and will provide notice to you of any material changes to the Terms. The most recent version of this Agreement will be posted to the Website and will be the version that applies to your use of the Services. By continuing to use the Services after any changes to this Agreement are posted to the Website, you agree to be bound by those changes.
If any changes to the Agreement are unacceptable to you, you may: (i) discontinue your use of the Services; and/or (ii) if you have set up an Permanent Account (defined below), delete your Permanent Account.
You can access the Services by creating a permanent account (a "Permanent Account") by registering your email and creating a password. You may also access the Services without registering a Permanent Account by way of a temporary session (a "Temporary Session"). However, users accessing the Services by way of a Temporary Session will not have access to the full range of Services and their User Data is removed from the Platform after the Temporary Session is closed. In consideration of your use of the Services, you hereby agree to: (a) provide true, accurate, current and complete information about yourself as requested by any registration forms on the Service (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. For the purposes of this Agreement, references to "Account" or "Accounts" refer to both a Permanent Account and a Temporary Session.
You are solely responsible for maintaining the confidentiality of the password used to sign into your Account. You are solely responsible for all activities that occur through your Account. You are solely responsible for access to, content in or sharing and use of your Account. Your Account may only be used by you. You may not share your password or otherwise allow anyone else to use your Account. If you think someone has gained access to your Account, you must immediately contact us. Notwithstanding anything else in these Terms, we are not responsible for any unauthorized access to your Account.
Your User Data is yours. These Terms do not give us any rights to your User Data except for limited rights that enable us to offer the Services. When you upload, post, communicate, or otherwise provide us with your User Data, you give us permission to host and process your User Data in order to provide the Services and to back up and share your User Data as and when requested by you.
The Services also provide you with features like commenting, sharing, searching, image thumbnails, document previews, optical character recognition (OCR), easy sorting and organisation and personalisation. To provide these and other features, Puter accesses, processes, stores and scans your User Data. You give us permission to do those things, and this permission extends to our affiliates and the trusted third parties we work with.
You are solely responsible for obtaining sufficient rights to the content of the User Data stored by you on the Platform. You represent and warrant that (i) you own the User Data you upload to the Platform or otherwise provide to us, or otherwise have the right to grant the licences set forth above; and (ii) the posting of your User Data on, through, or in connection with the Services does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person or entity. In addition, when uploading your User Data, you must abide by the rules set out in Section 8 of these Terms.
You agree that we have no obligation to monitor or enforce your intellectual property rights to your User Data. You further acknowledge and agree that, to the fullest extent permitted by applicable law, we will not have any obligation to you with regard to User Data and that we may or may not monitor, display or accept your User Data and may delete it at any time. We may, but are not obligated to, review User Data prior to posting it on, or distributing it through the Services, or allowing them to be distributed through the Services. This includes private messages exchanged by you and other users through the Services.
We are not responsible for the content people post and share via the Services.
The Services, the design of the Platform and each Website, and all other information that allow us to deliver the Services to you are protected by copyright, trademark, and other Canadian and foreign laws. These Terms don’t grant you any right, title or interest in the Services, the Platform or any Website, other than a license to use the Services in accordance with these Termsor as provided in the App Developer Agreement.
We own any and all rights, title, and interest in and to the Services and any and all data and content made available in and through the Services, except User Data and App(s) submitted by Users, including all software, computer code, tools, patches, updates, images, text, images, audio, features, functionality, design, presentation and “look and feel” of the Services, and all intellectual property rights related to the foregoing and the Services. Put simply, the Services (including all components thereof) are the property of Puter and our licensors and are protected by copyright, trademark, patent, trade secret, and any other proprietary rights.
Certain open-source software, components, utilities, and other third-party software not owned or developed by Puter (the “Open-Source Software”) may be embedded in the Services. You hereby acknowledge that Puter disclaims and makes no representation or warranty with respect to the Open-Source Software, or any portion thereof, and notwithstanding anything contained to the contrary herein, Puter assumes no liability for any claim that may arise with respect to such Open-Source Software or your use or inability to use the same.
You acknowledge and agree that you have no ownership rights in the Services. Subject to these Terms, we grant you a non-exclusive, personal, non-transferable, non-sublicensable, revocable, and limited licence to access and use the Services solely for your personal, non-commercial use. We reserve all rights not expressly granted herein.
You acknowledge that your use of the Services for any purpose not expressly permitted by these Terms is strictly prohibited. Without limiting the restrictions in Section 8: (a) the design or layout of the Services, nor any part or component of any of the foregoing, may be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent; and (b) you cannot create any work of authorship or proprietary right based on the Services. You will only use the Services as may be expressly provided in this Agreement or to the extent permitted by law or (if applicable) relevant open source licences. We and our licensors reserve all rights not expressly granted in and to their content.
While we are continually working to develop and evaluate our own product ideas and features, we also pay attention to the interests, feedback, comments, and suggestions we receive from our user community. If you choose to contribute by sending us any ideas for our Services or other products (collectively, “Feedback”), then regardless of what your accompanying communication may say, in order to avoid any misunderstandings the following terms will apply to the Feedback. Accordingly, by sending Feedback to us, you agree that:
When you use our Services, you agree that you will not:
We reserve the right, at any time and without prior notice, to remove or disable your access to the Services, at our discretion for any reason or no reason. Some of the reasons for which we may remove or disable your access to the Services may include finding that you have violated these Terms, or that your actions are harmful to the Services or our users. You agree and understand that your continued use of the Services is at our sole and absolute discretion and that you will not seek to hold us liable for any suspension, restriction, or termination of our use of the Services.
Our Services include access to App(s) developed and submitted by other Users or third-party developers (each, a “Third-Party App” and collectively, “Third-Party Apps”). You agree to your use of the Third-Party App(s) is at your sole risk. Puter is not responsible for examining or evaluating the content or accuracy of the Third-Party Apps and shall not be liable for any Third-Party Apps. Data displayed by any Third-Party App, including but not limited to financial, medical and location information, is for general informational purposes only and is not guaranteed by Puter or its agents. You will not use the Third-Party App in any manner that is inconsistent with these Terms or that infringes the intellectual property rights of Puter or any third party. You agree not to use the Third-Party Apps to harass, abuse, stalk, threaten or defame any person or entity, and that Puter is not responsible for any such use. Third-Party Apps may not be available in all languages, and may not be appropriate or available for use in any particular location. To the extent you choose to use Third-Party Apps, you are solely responsible for compliance with any applicable laws. Puter reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any Third-Party App at any time without notice or liability to you.
Where our Services may contain links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources. Such links should not be interpreted as approval or endorsement by us of those linked websites or information you may obtain from them, and we are not responsible for any consequences, losses, or damages that may arise from your access or use of such sites or resources. For clarity, if you choose to access any such sites or resources, you do so at your own risk.
We strive to ensure we implement a security management framework to protect your User Data. We continue to work on features to keep your User Data safe and are constantly testing for vulnerabilities to improve our systems.
We endeavor to restrict access to the User Data to persons you have authorized to access. However, no password-protected system of data storage and retrieval can be made entirely impenetrable. Accordingly, you hereby acknowledge that it may be possible for an unauthorized third party to access, view, copy, modify and distribute your User Data and acknowledge that Puter cannot guarantee the security of your User Data.
As consideration for any purchase you make from Puter, you shall pay Puter all applicable fees and taxes. We (or our third-party payment processor) shall authorize your credit card, bank account, or other approved payment facility you provide to us for the full payment of the fees and any applicable taxes, and you hereby consent to the same. You also consent to automatically billing of your payment method for any payment plans or automatically renewing subscriptions.
You must provide current, complete, and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number, and expiration date) to keep your Account current, complete, and accurate, and you must promptly contact us if your credit card is lost or stolen, or if you become aware of a potential breach of Account security (such as an unauthorized disclosure or use of your Password). You hereby authorize Puter to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you hereby agree to pay all amounts due upon demand. You agree to pay all costs of collection, including legal fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay.
Some of Puter’s subscription services terminate upon expiry of the initial subscription term and must be renewed by you if you wish to continue accessing such services. Other subscriptions are automatically renewed until you terminate or cancel the subscription. If you choose to cancel a subscription after you have been billed for the applicable subscription period, there will be no refund. Your subscription will continue to be active until the end of your current subscription term. Your subscription will not renew following the end of your current subscription term.
We reserve the right to change, rearrange, add, delete or otherwise modify the Services at any time, with or without prior notice to you, including changing, rearranging or otherwise modifying your Account with respect to any, products and services that we offer. Puter may without notice or liability, restrict the use of any Services or limit its time of availability in order to perform maintenance activities and to maintain security.
UNLESS PROHIBITED BY APPLICABLE LAW, ALL PURCHASES, INCLUDING RECURRING CHARGES, ARE FINAL AND NON-REFUNDABLE.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. NOTHING IN THESE TERMS WILL AFFECT ANY STATUTORY RIGHTS THAT YOU CANNOT CONTRACTUALLY AGREE TO ALTER OR WAIVE AND ARE LEGALLY ALWAYS ENTITLED TO AS A CONSUMER.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SERVICES OR THE SERVERS UPON WHICH THE SERVICES RELY ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. PUTER EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, STABILITY, ACCURACY, OR NONINFRINGEMENT. PUTER MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. PUTER IS NOT RESPONSIBLE FOR ANY THIRD-PARTY CONDUCT OR USE OF THE SERVICES.
THE SERVICES, PLATFORM OR WEBSITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE PLATFORM OR WEBSITE. THE PLATFORM OR WEBSITE MAY CONTAIN INFORMATION ON CERTAIN PRODUCTS AND SERVICES, NOT ALL OF WHICH ARE AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PRODUCT OR SERVICE ON THE PLATFORM OR WEBSITE DOES NOT IMPLY THAT SUCH PRODUCT OR SERVICE IS OR WILL BE AVAILABLE IN YOUR LOCATION. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE PLATFORM OR WEBSITE AT ANY TIME WITHOUT NOTICE.
WE MAY CHANGE, SUSPEND, WITHDRAW, OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF THE SERVICES FOR BUSINESS OR OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION OBTAINED THROUGH THE SERVICES BEFORE RELYING ON IT. TO THE MAXIMUM EXTENT PERMITED BY LAW, YOU FREELY ACCEPT AND VOLUNTARILY AGREE TO ASSUME ALL RISKS, INCLUDING OF PERSONAL INJURY, DEATH, AND PROPERTY DAMAGE OR LOSS, CONNECTED WITH YOUR USE OF THE SERVICES HOWSOEVER ARISING
YOUR USE OF THE SERVICES MAY DEPEND ON THE INTERNET, INCLUDING NETWORKS, CABLING, FACILITIES, AND EQUIPMENT THAT IS NOT IN OUR CONTROL. ACCORDINGLY: (I) WE CANNOT GUARANTEE ANY MINIMUM LEVEL REGARDING SUCH PERFORMANCE, SPEED, RELIABILITY, AVAILABILITY, USE, OR CONSISTENCY; AND (II) YOU ACKNOWLEDGE AND AGREE THAT DATA, MESSAGES, INFORMATION, OR MATERIALS SENT OVER THE INTERNET MAY NOT BE COMPLETELY PRIVATE, AND YOUR ANONYMITY IS NOT GUARANTEED.
YOU ARE RESPONSIBLE FOR ANY INTERNET OR MOBILE CHARGES THAT MAY APPLY TO YOUR USE OF OUR SERVICES, INCLUDING TEXT-MESSAGING AND DATA CHARGES. IF YOU’RE UNSURE WHAT THOSE CHARGES MAY BE, YOU SHOULD ASK YOUR INTERNET OR CELLULAR SERVICE PROVIDER BEFORE USING THE SERVICE.
YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY RELEASE AND FOREVER DISCHARGE PUTER FROM ANY AND ALL CLAIMS, DEMANDS, AND RIGHTS OF ACTION, WHETHER NOW KNOWN OR UNKNOWN, THAT RELATE TO ANY INTERACTIONS WITH, OR ACTS OR OMISSION OF, THE SERVICES OR PUTER.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PUTER AND OUR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS ADVERTISERS, SUPPLIERS, CONTENT PROVIDERS, AND LICENCESORS (THE “PUTER PARTIES”) WILL IN NO EVENT WHATSOEVER BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY THIRD PARTY ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, LOST REVENUES, LOST GOODWILL, OR LOST OPPORTUNITY ARISING FROM THIS AGREEMENT OR THE SERVICES, OR ANY THIRD-PARTY SITES AND THEIR SERVICES AND PRODUCTS (THE “EXCLUDED DAMAGES”). THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHER THEORY OF LIABILITY AND EVEN IF ANY OF THE PUTER PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. YOU HEREBY WAIVE, RELEASE, AND FOREVER DISCHARGE THE PUTER PARTIES FROM AND AGAINST ALL OF THE EXCLUDED DAMAGES. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE PUTER PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.
WITH RESPECT TO THIS AGREEMENT AND THE SERVICES, IN NO EVENT WILL PUTER PARTIES’ TOTAL, AGGREGATE LIABILITY EXCEED CAD$100.00.
We reserve the right, in our sole discretion, to deactivate your Account and to restrict, suspend, or terminate this Agreement and your access to all or any part of the Services at any time and for any reason or for no reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.
If you breach Section 8 of these Terms, then your permission to access and/or use the Services automatically terminates.
Sections 5, 6, 7, 8, 9, 12, 14, 15, 16, 17, 18, 19, 20 and 21 of this Agreement shall survive any termination of this Agreement.
Upon deactivation of your Account, or termination of this Agreement with you, Puter will remove your User Data within a commercially reasonable period of time from the Puter servers.
Attornment to Courts. You hereby agree that in the event that a dispute arises out of or in connection with this Agreement, you irrevocably submit to and accept, generally and unconditionally, the exclusive jurisdiction of the courts of competent jurisdiction located within the City of Vancouver, British Columbia with respect to any legal action or proceeding which may be brought at any time relating in any way to this Agreement. You irrevocably waive any objection you may now or in the future have to the venue of any such action or proceeding, and any claim you may now or in the future have that any such action or proceeding has been brought in an inconvenient forum
Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT NO CLASS OR COLLECTIVE ACTIONS CAN BE ASSERTED. ALL CLAIMS MUST BE BROUGHT SOLELY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR COLLECTIVE PROCEEDING. YOU HEREBY WAIVE ANY RIGHTS TO TRIAL BY JURY OR TO PURSUE OR PARTICIPATE IN A CLASS OR COLLECTIVE ACTION PERTAINING TO ANY AND ALL CLAIMS BETWEEN YOU AND PUTER.
Limitation Period. ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein (excluding any conflict of laws rule or principle that might refer such construction to the laws of another jurisdiction) and shall be treated, in all respects, as a British Columbia contract.
YOU AGREE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE PUTER PARTIES FROM AND AGAINST ANY AND ALL COMPLAINTS, DEMANDS, CLAIMS, DAMAGES, LOSSES, COSTS, LIABILITIES AND EXPENSES, INCLUDING LEGAL FEES DUE TO, ARISING OUT OF, OR RELATING IN ANY WAY TO (i) YOUR UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES; (ii) YOUR USER DATA; (iii) ANY FEEDBACK YOU PROVIDE TO US; (iv) YOUR VIOLATION OF APPLICABLE LAW; OR (v) YOUR BREACH OF THIS AGREEMENT.
This Agreement, and any terms disclosed and agreed to by you if you purchase additional features, products or services from us, contains the entire agreement between you and Puter regarding the use of the Services. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The failure of Puter to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. You agree that your Account is non-transferable and all of your rights to your Account terminate upon your death. No agency, partnership, joint venture, fiduciary or other special relationship or employment is created as a result of this Agreement and you may not make any representations on behalf of or bind Puter in any manner.
In this Agreement, (a) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of this Agreement, (b) the word “including”, the word “includes” the phrase “such as”, and similar words and phrases, when following a general statement or term (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected, and (c) all references to Services will also include any successor or replacement applications, websites, content, or services containing substantially similar information as the referenced Service(s).
All rights not granted to you are reserved by Puter.
This Agreement is the final, complete and exclusive agreement between you and Puter and supersedes all prior agreements between us.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our consent. We may assign the Agreement without restriction in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or bankruptcy or other operation of law, without your consent.
If we need to contact you about this Agreement, you: (1) agree to receive electronic messages from us; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other messages we send to you electronically satisfy all legal requirements as if they were in writing. We agree that these Terms of Service and all related documents are in English.