End-User License Agreement

Last Updated on November 7, 2024

 

Definitions and key terms

These terms are defined as follows:

  1. Application means the downloadable application for Bini, available on mobile devices, in connection with our website: wearebini.com.
  2. Service means the service provided by Bini Inc. in association with Bini, as described herein and available on the Application.
  3. Software means the Bini software available through the Application.

 

Introduction

This End User License Agreement (the “Agreement”) is a binding and legal agreement between you (“End User”, “you” or “your”) and Bini Inc. (“Bini”, “we”, “us” or “our”). This Agreement governs the relationship between you and us, and your use of the Software. Throughout this Agreement, End User and Bini may each be referred to as a “Party” or collectively, the “Parties”.

If you are using the Service on behalf of your employer or other entity (an “Organisation”) for whose benefit you utilise the Service  or who owns or otherwise controls the means through which you utilise or access the Service, then the terms “End User”, “you”, and “your” shall apply collectively to you as an individual and to the Organisation. If you use, or purchase a license to, the Service on behalf of an Organisation, you hereby acknowledge, warrant, and covenant that you have the authority to:

  1. purchase a license to the Service on behalf of the Organisation; and
  2. bind the Organisation to the terms of this

By downloading, installing, accessing, or using the Service you: (a) affirm that you have all of the necessary permissions and authorisations to access and use the Service; (b) if you are using the Service pursuant to a license purchased by an organisation, that you are authorised by that organisation to access and use the Service (c) acknowledge that you have read and that you understand this Agreement; (d) represent that you are of sound mind and of legal age (18 or 19 years of age or older, depending on your province of residence) to enter into a binding agreement; and (e) accept and agree to be legally bound by the terms and conditions of this Agreement.

If you do not agree to these terms, do not download, install, access, or use the Software. If you have already downloaded the Software, delete it from your computing device.

The Application is licensed, not sold, to you by Bini for use strictly in accordance with the terms of this Agreement.

 

Disclaimer

BINI IS NOT A TAX ADVISOR, BROKER, FINANCIAL ADVISOR OR INVESTMENT ADVISOR. THE SERVICE IS NOT INTENDED TO PROVIDE TAX, LEGAL, FINANCIAL OR INVESTMENT ADVICE, AND NOTHING ON THE SERVICE SHOULD BE CONSTRUED AS AN OFFER TO SELL, A SOLICITATION OF AN OFFER TO BUY, OR A RECOMMENDATION FOR ANY SECURITY. YOU ACKNOWLEDGE THAT NO CONTENT PUBLISHED ON THE SERVICE CONSTITUTES A RECOMMENDATION THAT ANY SECURITY, PORTFOLIO OF SECURITIES, TRANSACTION OR INVESTMENT STRATEGY IS SUITABLE FOR ANY SPECIFIC PERSON. YOU FURTHER ACKNOWLEDGE THAT BINI IS NOT ADVISING YOU PERSONALLY CONCERNING THE NATURE, POTENTIAL, VALUE OR SUITABILITY OF ANY SECURITY, PORTFOLIO OF SECURITIES, TRANSACTION, INVESTMENT STRATEGY, OR OTHER MATTER. TO THE EXTENT THAT ANY OF THE CONTENT PUBLISHED ON THE SERVICE MAY BE DEEMED TO BE INVESTMENT ADVICE OR RECOMMENDATIONS IN CONNECTION WITH A PARTICULAR SECURITY, SUCH INFORMATION IS IMPERSONAL AND NOT TAILORED TO THE INVESTMENT NEEDS OF ANY SPECIFIC PERSON. YOU UNDERSTAND THAT AN INVESTMENT IN ANY SECURITY IS SUBJECT TO A NUMBER OF RISKS, AND THAT CONTENT RELATED TO ANY SECURITY PUBLISHED ON THE SERVICE WILL NOT CONTAIN A LIST OR DESCRIPTION OF RELEVANT RISK FACTORS.

YOU ACKNOWLEDGE AND AGREE THAT WHEN YOU VIEW INVESTMENT-RELATED CONTENT ON THE SERVICE, YOU ARE DOING SO AT YOUR OWN RISK. THE PURCHASE AND SALE OF ANY SECURITY OR PORTFOLIO OF SECURITIES IS INHERENTLY RISKY AND CAN RESULT IN IMMEDIATE AND SUBSTANTIAL LOSSES OF THE CAPITAL INVESTED. IN ADDITION, YOU UNDERSTAND AND AGREE THAT, WHEN USING ARTIFICIAL INTELLIGENCE TECHNOLOGIES, OUTPUT GENERATED FROM THE SERVICE MAY NOT ALWAYS BE ACCURATE. THEREFORE, YOU MUST EVALUATE ANY OUTPUT FOR ACCURACY FOR YOUR USE CASE AND SHALL NOT RELY ON ANY OUTPUT GENERATED FROM THE SERVICE AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

 

License

Subject to the terms of this Agreement and, if applicable, the terms of service adopted by Bini, Bini grants you a limited term, non-exclusive, non-transferable, non-sublicensable license to use the Service for legitimate purposes according to your membership status.

 

Restrictions

You agree not to misuse our Service. Your use of the Service is subject to this Agreement, including without limitation, the following restrictions and limitations. You shall not:

  • copy (except as expressly permitted by this Agreement or applicable law), decompile, re-engineer, reverse engineer, disassemble, attempt to derive the source code of, modify, manipulate, alter or create derivative works of the Service, any updates, or any part thereof;
  • interfere with or disrupt any user, host, or network forming any part of the Service;
  • access or search the Service by any means other than the supported interfaces made available to you;
  • exploit the Service in any unauthorized way whatsoever, including but not limited to, trespass or burdening network capacity;
  • engage in unusually high usage of the Service or employ any automated programs such as bots or clones that may impair our ability to provide the Service to other customers and/or indicate misuse of the Service;
  • use any part of the Service for the purposes of competing, directly or indirectly, with Bini;
  • use the Service in any way that:
    • is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
    • transmits, sends or uploads any data material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
    • accesses without authority, interferes with, damages or disrupts any part of our:
      • Service;
      • equipment or network on which our Service are stored;
      • software use in the provision of our Service; or
      • equipment or network or software owned and used by any third party.

Any attempt to do any of the foregoing is a violation of this Agreement. If you breach this Agreement, you may be subject to prosecution and damages and we may, at our sole discretion, terminate and/ or bar you from accessing our Service immediately.

 

Intellectual Property

All content on our Service—including but not limited to text, graphics, logos, images, audio clips, digital downloads, data compilations, and software—is the property of Bini or its content suppliers and is protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights (collectively, “Intellectual Property Rights”).

You agree that this is Agreement conveys a limited license to use Bini’s Intellectual Property Rights, solely as part of your use of the Software (and not independently of it), and only for the effective term of the license granted to you hereunder. Accordingly, your use of any of Bini’s Intellectual Property Rights independently of the Software or outside the scope of this Agreement shall be considered an infringement of Bini’s Intellectual Property Rights. This shall not limit, however, any claim that Bini may have for a breach of contract in the event you breach a term or condition of this Agreement. You shall use the highest standard of care to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access. Except as expressly granted in this Agreement, Bini reserves and shall retain all rights, title, and interest in and to the Software, including but not limited to all copyrights and copyrightable subject matter, trademarks and trademark able subject matter, patents and patentable subject matter, trade secrets, and other Intellectual Property Rights, whether registered, unregistered, granted, applied-for, or both now in existence or that may be created, relating to the thereto.

 

Your Suggestions

By submitting any content to Bini, including comments, feedback, suggestions or other materials (“User Content”), you assign any and all rights you have in such User Content to Bini, which has a right to use, reproduce, modify, adapt, publish, translate, distribute, and display such content throughout the world in any media.

 

You represent and warrant that your User Content does not violate any laws or infringe upon the rights of any third party, including intellectual property rights, privacy rights, or personal rights. You agree not to submit content that is defamatory, libelous, offensive, unlawful, or contains any computer virus or other malware that could affect the operation of the Services or any related website.

 

Modifications to Software

Bini reserves the right to modify, suspend or discontinue, temporarily or permanently, the Software via our website or the Application or any service to which it connects, with or without notice and without liability to you.

 

Updates to Software

Bini may from time to time provide enhancements or improvements to the features/ functionality of the Software, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates“).

Updates may modify or delete certain features and/or functionalities of the Software. You agree that Bini has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Software to you.

You further agree that all Updates will be (i) deemed to constitute an integral part of the Software, and (ii) subject to the terms and conditions of this Agreement.

 

Third-Party Services

The Software may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services (“Third- Party Services“).

You acknowledge and agree that Bini shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Bini does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.

Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

 

Term and Termination

This Agreement shall remain in effect until terminated by you or Bini.

Bini may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

This Agreement will terminate immediately, without prior notice from Bini, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your computer.

Upon termination of this Agreement, you shall cease all use of the Software and delete all copies of the Software from your computer.

Termination of this Agreement will not limit any of Bini’s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

 

Indemnification

You agree to indemnify, defend and hold harmless Bini and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to: i) your use or misuse of the Software; ii) your failure to comply with any applicable law, regulation, or government directive; iii) your breach of this Agreement; or iv) any claim or allegation that your use of the Service infringes the intellectual property or other proprietary rights of Bini or any third party.  Furthermore, you agree that Bini assumes no responsibility for the information or content you submit or make available through this Software or the content that is made available to you by third parties.

 

No Warranties

EXCEPT AS SET OUT IN THESE TERMS, THE SERVICES ARE PROVIDED TO THE USER ON AN “AS IS” BASIS, WITHOUT WARRANTIES FROM BINI OF ANY KIND, EITHER EXPRESS OR IMPLIED. BINI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TITLE AND NON-INFRINGEMENT. BINI DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

 

Limitation of Liability

Notwithstanding any damages that you might incur, the entire liability of Bini any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Software, if any.

Except where such exclusions are prohibited by law, in no event shall Bini or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Software, third-party software and/or third-party hardware used with the Software, or otherwise in connection with any provision of this Agreement), even if Bini or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

 

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

 

Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power under this Agreement shall operate as a waiver of that right or power. Nor shall any single or partial exercise of any right or power under this Agreement preclude further exercise of that or any other right granted herein. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

 

Amendments to this Agreement

Bini reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Software after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Software.

 

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Canada, without regard to its conflict of law provisions. You expressly agree that the courts in the Province of Ontario, have exclusive jurisdiction over any claim or dispute with Bini or relating in any way to your use of the Service. You expressly agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial and you hereby waive any right to trial by jury.

 

Assignment

You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Bini’s written consent. Bini may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder at its sole discretion.

 

Changes to this Agreement

We reserve the exclusive right to make changes to this Software from time to time. Your continued access to and use of the Service constitutes your agreement to be bound by, and your acceptance of, the terms and conditions posted at such time. You acknowledge and agree that you accept this Agreement (and any amendments thereto) each time you load, access, or use the Service. Therefore, we encourage you to review this Agreement regularly.

If, within thirty (30) days of us posting changes or amendments to this Agreement, you decide that you do not agree to the updated terms, you may withdraw your acceptance to the amended terms by providing us with written notice of your withdrawal. Upon providing us with the written notice of the withdrawal of your acceptance, you are no longer authorised to access or use the Service.

 

No Employment or Agency Relationship

No provision of this Agreement, or any part of relationship between you and Bini, is intended to create nor shall they be deemed or construed to create any relationship between you and Bini other than that of and end user of the Service.

 

Equitable Relief

You acknowledge and agree that your breach of this Agreement would cause Bini irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which Bini may be entitled, you acknowledge and agree that we may seek injunctive relief to prevent the actual, threatened or continued breach of this Agreement.

 

Headings

The headings in this Agreement are for reference only and shall not limit the scope of, or otherwise affect, the interpretation of this Agreement.

 

Geographic Restrictions

Bini is based in Canada and provided for access and use primarily by persons located in Canada, and is maintains compliance with Canada laws and regulations. If you use the Service from outside Canada, you are solely and exclusively responsible for compliance with local laws.

 

Limitation of Time to File Claims

Any cause of action or claim you may have arising out of or relating to this Agreement or the Service must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

 

Contact Us

Don’t hesitate to contact us if you have any questions about this Agreement at the following address: [email protected].