Last updated: January 13, 2021

Table of Contents

INTRODUCTION

Thank you for visiting http://www.impro.ai (the “Site”) and/or downloading the Impro mobile and/or desktop application(s) (the “App”).

Impro.ai Inc. and its affiliates (“Impro”, “we”, or “us”) operate the Site and App to provide information about Impro and to grant users (“you”) access to Impro’s online coaching products, interactive platform, and tools (collectively, the “Services”). Our Site, App, and Services are intended to help companies and organizations provide personalized, data-driven performance coaching to their team members, and to help individuals elevate their performance at work.

When you access the Site, download the App, and/or use the Services, you agree to be bound by the Terms of Use set out below (the “Terms of Use”). We reserve the right, in our sole discretion, to modify or update the Terms of Use from time to time, and we will notify you of any changes to the Terms of Use by posting a notice on the Site when we do so. Your continued use of the Site, App, or Services following the posting of any changes to the Terms of Use will mean you accept such changes. 

These Terms of Use include an agreement to resolve any disputes through binding arbitration that includes a class action waiver, as well as important disclaimers, warranties and limitations on liability. Please read these Terms of Use carefully before using the Site, App, or Services. If you do not agree to these Terms of Use, please do not use the Site, App, or Services.

You understand and agree that Impro and its coaches do not provide medical or psychotherapeutic advice. You agree that you will not make any financial, legal, or medical decisions based in whole or in part on anything contained on our Site, App, or Services.

PRIVACY 

Please review our Privacy Policy, which explains how we collect, use, disclose, and otherwise manage personal information in connection with your use of the Site, App, and/or Services. The Privacy Policy is incorporated into and forms an integral part of these Terms of Use.

USE OF THE PLATFORM

You must complete our onboarding process to use our App and Services. By completing our onboarding process and using the Services, you certify that (i) you have reached the age of majority in your jurisdiction of residence; (ii) any information you provide to us, both when you complete the onboarding process and in the future, is and will be true, accurate, current, and complete; (iii) you will keep all information up to date; and (iv) your account is solely for your own personal use.

You are responsible for maintaining the confidentiality of your account login credentials and for all access to and use of the Site, App, and Services through such login credentials (whether or not authorized by you). You may not share your account with anyone, and you agree to immediately notify us of any unauthorized use or disclosure of your login credentials. 

You agree that we may deny access, use, and/or registration privileges to any user of the Site, App, or Services, at any time and in our sole discretion, including if we have reason to believe an account was created with false information or otherwise used for fraudulent purposes.

PLATFORM CONTENT

In these Terms of Use, “Content” includes the text, graphics, logos, button icons, images, electronic art, animations, multimedia clips, digital downloads, data compilations, algorithms, software, documentation, tools, and other materials and their organization and presentation, in each case provided, owned, or licensed by Impro. All Content accessible through the Site, App, or Services is the property of Impro, or its affiliates, agents, or licensors, as applicable, and is protected by copyright laws. 

Impro grants you a limited, non-exclusive, non-transferrable, non-sublicensable license to access and use the Site, App, Services, and Content solely for your own personal, non-commercial use. If you download or print a copy of any Content and/or Impro materials for your personal use, you must retain all copyright and other proprietary notices contained on such Content and/or materials. All other use of the Site, App, Services, or Content is prohibited. All rights not expressly granted in these Terms of Use are reserved for Impro.

Except as expressly provided in these Terms of Use, any reproduction, retransmission, distribution, sales, republication, modification, translation of or creation of derivative works based on the Site, App, Services, and/or Content, in whole or in part, and any decompilation, disassembly, reverse engineering, hacking or other exploitation of the Site, App, or Services is strictly prohibited. You acquire no rights or licenses to the Site, App, Content, or the Services other than the limited right to use the Site, App, Content and the Services in accordance with these Terms of Use. 

CONDITIONS OF USE

You agree to use the Site, App, Content, and Services for lawful purposes only and in a manner consistent with all applicable local, national, or international laws, rules and regulations. 

You agree that you will not, directly or indirectly, at any time:

  • share your account credentials with anyone;  
  • publish or make available any information or content accessed through the Site, App, or Services in any way (including on social media) without our express written permission; 
  • bypass or breach, or attempt to bypass or breach, any security device or protection used in connection with the Site, App, or Services;
  • interfere with or disrupt the integrity or performance of the Site, App, or Services;
  • input, upload, transmit, or otherwise provide to or through the Site, App, or Services any information or materials that are unlawful or injurious, or contain, transmit, or activate any software, hardware or other technologies, devices, or means which may permit unauthorized access to, or destroy, disrupt, disable, distort, or otherwise harm or impede in any manner the Site, App, or Services;
  • introduce any harmful code to prevent anyone from accessing or using the Site, App, or Services, including any virus, bug, Trojan horse, worm, backdoor, malware or other malicious computer code, and any time bomb or drop-dead device;
  • access or use the Site, App, Services, or Content in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law; 
  • frame the Site or any part thereof on any commercial or non-commercial internet website; or
  • use the Site, App, or Services in any manner that is, in Impro’s sole discretion, abusive, offensive, inappropriate, or likely or intended to cause harm to any person.

LINKS

Certain links provided on the Site, App, or Services may take you to websites that are owned and operated by third parties (“Third Party Sites”). We provide these links as a convenience only, and do not endorse or have any control over any Third Party Sites or their content, or any products, services, or information they provide. If you decide to visit any Third Party Site, you do so at your own risk and waive any claims against Impro.

CONFIDENTIAL INFORMATION

You agree to hold all non-public, confidential, and/or proprietary information (“Confidential Information”) you receive from Impro or access in connection with the Site, App, and/or Services in strict confidence, whether such information is disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not it is marked, designated, or otherwise identified as “confidential”. You agree not to copy or distribute any Confidential Information or Content to any third party, except in accordance with these Terms of Use or with our prior written permission. If you are required by law to disclose any information you receive from Impro, you shall provide Impro with at least ten (10) days written notice before any disclosure of such information. 

USER DATA

In connection with your use of the Site, App, and/or Services, you may provide us with information, data, materials, works, expressions or other content relating to you, including, without limitation, any such information that is uploaded, submitted, posted, transferred, transmitted, or otherwise provided or made available by you or on your behalf, either orally or in writing (collectively, “User Data”). Subject to our Privacy Policy, you hereby irrevocably grant all such rights and permissions in or relating to User Data to Impro and Impro’s agents as are necessary or useful to perform the Services (including as input to Impro’s advanced analysis systems and the creation of Resultant Data, as defined below), and to Impro as are necessary or useful to enforce these Terms of Use and exercise our rights and perform our obligations hereunder.

You acknowledge and agree that Impro may monitor and analyze your use of and experience with the Site, App, and Services, compile statistical and performance information related to the provision and operation of the Site, App, and Services, and create de-identified data sets for the purpose of such analysis and compilation (“Resultant Data”).  You acknowledge and agree that we may make such Resultant Data publicly available in a de-identified and aggregated manner, and that Impro retains all intellectual property rights in such Resultant Data. You hereby unconditionally and irrevocably grant to Impro an assignment of all right, title, and interest in and to the Resultant Data, including all intellectual property rights relating thereto, and waive all “moral rights” in and to the Resultant Data.

USER FEEDBACK

In connection with your use of the Site, App, and/or Services, you may choose to provide us with information or materials such as feedback, questions, comments, or suggestions for features, functionalities, or the like (collectively, “Feedback”). To the extent that Feedback does not contain information that identifies you, or otherwise cannot reasonably be used to identify you (including information or materials that we have de-identified), such Feedback shall be the exclusive property of Impro, and you unconditionally waive all “moral rights” that your may now have or have in the future relating to such Feedback.

DISCLAIMER

The Site, App, and Services are made available on an “as is” and “as available” basis, without any representation or warranty any kind, either express or implied, or any guarantee or assurance the Site, App, or the Services will be available for use, or that all features, functions, services or operations will be available or perform as described. To the fullest extent permitted by law, Impro disclaims all implied representations, warranties, and conditions relating to the Site, App, Services, and Content, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, non-infringement or availability of service. Impro does not warrant that the Site, App, or the provision of Services will meet your requirements or that the operation of the Site, App, or the provision of Services will be uninterrupted or error-free, nor does Impro make any warranty as to the result that may be obtained from the use of the Site, App, or the Services or as to the accuracy, reliability, suitability or content of the Site, App, or Services. You agree that access to and use of the Site, App, Services, and Content is at your own risk. Neither Impro nor any supplier, licensor, coach, or agent contributing to the Site, App, or Services is responsible for any errors or omissions in any information provided or any reliance on such information, the Site, App, Services, or Content. 

 

Without limiting the foregoing, we are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Site, App, or Services. You understand, acknowledge, and agree that you are assuming the entire risk including, without limitation, for accuracy, performance, quality, or security of any features or functions of the Site, App, Services, or Content or loss of data associated with your use of the Site, App or Services. 

LIMITATION OF LIABILITY

IN NO EVENT WILL IMPRO AND/OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE, LICENSORS, SUPPLIERS, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFIT, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, APP, OR SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF IMPRO HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. 

GENERAL

Dispute Resolution

In the interest of resolving disputes between you and Impro in the most expedient and cost-effective manner, you and Impro agree that every dispute arising in connection with these Terms of Use will be resolved by binding arbitration. You and Impro agree that (i) any arbitration will occur in Vancouver, British Columbia; (ii) arbitration will be conducted confidentially in English with one arbitrator to be selected by the parties to the arbitration; and (iii) the British Columbia courts situated in the city of Vancouver shall have exclusive jurisdiction over any litigation in aid of arbitration and the enforcement of any arbitration awards. 

This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms of Use, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of the Terms of Use. The arbitrator also has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST IMPRO ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR A CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Indemnification

You agree to indemnify and hold Impro, its affiliates, licensors, and their respective directors, officers, employees, agents, and representatives harmless from all claims, liabilities, damages, and losses, including reasonable legal fees and expenses, due to or arising out of your use of the Site, App, Services, and/or Content, or your breach of these Terms of Use (including, for greater certainty, any damages arising from your failure to protect Confidential Information in accordance with these Terms of Use).

Termination

Either you or Impro may terminate this relationship with or without cause at any time with notice or otherwise in accordance with these Terms of Use. These Terms of Use will continue to apply to all past use of the Site, App, and Services by you.

You agree that Impro may, in its sole discretion, terminate or suspend your access to the Site, App, or Services for any reason, including, without limitation, for breach of these Terms of Use. Any actual or suspected fraudulent, abusive, or illegal activity may be grounds for terminating this relationship.

Should you object to the Terms of Use or any subsequent modifications to them, or become dissatisfied with the Services in any way, your only recourse is to immediately discontinue your use of the Services and terminate your account.

Applicable Law

These Terms of Use and all related transactions are governed by laws of the province of British Columbia and the applicable federal laws of Canada. 

Severability

If any of the provisions of these Terms of Use are, for any reason, held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability will not affect any other provisions of these Terms of Use, and these Terms of Use will be construed as if they had never contained such invalid, illegal, or unenforceable provision. 

No Waiver

No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

Benefit of the Agreement

These Terms of Use are binding upon and will enure to the benefit of the parties and their respective successors, heirs, executors, administrators, personal representatives and permitted assigns. You may not assign or transfer your rights or obligations under these Terms of Use without our prior written consent, which consent will be at our sole discretion. Impro may assign the Terms of Use to any party at any time without notice to you.

Electronic Communications

By completing the onboarding process and/or using the Services, you agree to receive service-related communications from us electronically. We will communicate with you by electronic mail at the e-mail address you provide to us, in accordance with our Privacy Policy. We may also communicate with you by posting notices on the Site or App.

Language

The parties confirm that it is their wish that this Agreement be written in the English language only. Les parties confirment leur volonté que la présente convention soit rédigée en anglais seulement.

CONTACT US

If you have any questions about these Terms of Use, please contact us using the “Contact Us” form on the Site.