Terms & Conditions

Updated January 3, 2024

Privacy Statement
Data Processing Addendum
Limited Use Disclosure
Cookies Policy

Following are the Areto Labs Terms & Conditions for users of our products. This agreement is governed by the laws of the Province of Alberta, Canada, without regard to conflict of laws principles that would require the application of the laws of another jurisdiction. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Alberta.

1. Restrictions & Responsibilities

   1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services and Software; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Areto Labs or authorized within the Services); use the Services or any software for time sharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Areto Labs hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

2. Customer hereby agrees to indemnify and hold harmless Areto Labs against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from Customer’s breach of the terms of this Agreement and violation of any laws and regulations applicable to Customer.

3. Although Areto Labs has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit, upon 3 days’ written notice, any use of the Services, if it reasonably believes such use may be in violation of the foregoing.  Upon receiving such notice, Customer shall have 3 days to cure such alleged violation before Company prohibits its use of Services. 

4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

2. Confidentiality & Proprietary Rights

1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided to Company to enable the provision of the Services, including, but not limited to, any such data available to Customer Accounts (e.g., non-public data regarding the social media accounts or users generating content, commonly referred to as “upstream user accounts” following such Customer Accounts) (“Customer Data”) that is limited to audience demographics and growth plans. All Proprietary Information will remain the exclusive property of the Disclosing Party. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third-person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof (the protection of such information as trade secrets under statutory law is not affected and remains valid during and after this time period) or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c)was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by mandatory law.

2. Notwithstanding anything to the contrary herein, Receiving Party will restrict the possession, knowledge and use of Proprietary Information to its directors, officers, employees, contractors, agents, legal and financial advisers, and entities controlled by the Receiving Party as well as entities controlling the Receiving Party and its affiliated entities (collectively, “Personnel”) who (i) have a need to know Proprietary Information in connection with the Relationship, (ii) are informed of the confidential nature of the Proprietary Information, and (iii) have obligations with respect to the Proprietary Information that are consistent with this Agreement. The Receiving Party will be responsible for any breach of this Agreement by its Personnel as if such Personnel were parties to this Agreement.

3. The Receiving Party may disclose Proprietary Information as required to comply with orders of governmental entities that have jurisdiction over it or as otherwise required by mandatory law or legal process. If Receiving Party is required to disclose Proprietary Information as provided in this paragraph, Receiving Party will provide the Disclosing Party with prompt written notice of such requirement and will reasonably cooperate with the Disclosing Party (at Disclosing Party’s expense) to protect against or limit the scope of such disclosure. In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions hereof, the Receiving Party may disclose only to the applicable governmental entity that portion of the Proprietary Information which the Receiving Party is advised by counsel is legally required to be disclosed, and the Receiving Party shall exercise its commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such Proprietary Information.

4. The Receiving Party will notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of Proprietary Information or any other breach of this Agreement by the Receiving Party. The Receiving Party will cooperate with the Disclosing Party to help the Disclosing Party regain possession of such Proprietary Information and prevent its further unauthorized use and disclosure.

5. Subject to compliance with orders of governmental entities that have jurisdiction over it or as otherwise required by mandatory law, the Receiving Party will, at its option, return or destroy all tangible materials or portions thereof constituting Proprietary Information (including, without limitation, data reports containing Customer Data, all summaries, copies and excerpts of Proprietary Information) following the Disclosing Party’s written request; provided, however, that Receiving Party and its Personnel may retain one copy of the Proprietary Information to comply with applicable mandatory law or regulation or as part of automatic electronic archiving and back-up procedures, provided that such Proprietary Information is kept confidential as provided in this Agreement (also beyond the period stipulated Clause 2.a.). 

6. Areto Labs shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. Notwithstanding anything to the contrary in this Section 2(f), all of Customer’s Proprietary Information, including Customer Data, shall remain Customer’s property.  

7. Notwithstanding anything to the contrary, Areto Labs shall have the right, solely for the purposes of providing Services during the Term, to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies, with a specific focus on comment analysis and actions taken by the software system or users that relate to moderating content and ensuring the proper scoring and functioning of the AI and software. Areto Labs will be free (during and after the term hereof) to:

1. Use such information and data to improve and enhance the Services, with a particular emphasis on optimizing comment analysis, content moderation, and AI scoring, and for other development, diagnostic, and corrective purposes in connection with the Services and other Areto Labs offerings.

2. Disclose such agreed-upon data solely in aggregate or other de-identified form in connection with its business.

   It is explicitly clarified that no such data used or disclosed pursuant to this clause is confidential and/or contains any personally identifiable information, including, but not limited to, names, addresses, phone numbers, email addresses, and credit card/debit card information, of Customer or users of Customer Accounts. No rights or licenses are granted except as expressly set forth herein.

3. Payment of Fees

1. If Customer’s use of the Services requires the payment of additional fees, pursuant to Customer’s prior written approval, Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Failing such approval, Areto shall have the option to terminate this agreement. Areto Labs reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Areto Labs has billed Customer incorrectly, Customer must contact Areto Labs no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Areto Labs customer support department.

2. Areto Labs shall bill through an invoice and full payment for invoices issued in any given month must be received forty-five (45) days after the date of Customer’s receipt of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all withholding or similar taxes associated with Services, besides Areto´s income tax.

4. Term & Termination

1. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the scoping document (the “Term”). 

2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided and Company shall provide a pro rata refund of the unpaid fees paid under this Agreement. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

5. Warranty & Disclaimer

Areto Labs shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Areto Labs or by third-party providers, or because of other causes beyond Areto Labs’ reasonable control, but shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Areto Labs does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. Areto Labs shall maintain its systems based on multi-layered, industry standard data protection protocols, and maintain and adhere to an information security program that incorporates administrative, physical, and technical safeguards and security procedures to protect Customer Data and any Proprietary Information of Customer. 

Areto Labs will perform industry standard Illicit Code reviews using up-to-date Illicit Code detection and scanning programs to remove and prevent introduction of any Illicit Code in any Services, Software, or other deliverable hereunder prior to delivery. For purposes of this Agreement, “Illicit Code” means viruses, malware, worms, time bombs, Trojan Horses, backdoors, trapdoors, and any other harmful or malicious code. Areto Labs shall use reasonable efforts to prevent any actual or suspected: (i) unauthorized access or use of Customer Data or Proprietary Information of Customer, or (ii) acts or omissions that threaten the security, confidentiality, or integrity of Customer Data or Proprietary Information of Customer. Except as expressly set forth in this section, the services and implementation services are provided “as is'' and Areto Labs disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

6. Warranties; Limitation of Liability

Each party represents and warrants that it (i) has the power and authority to enter into this Agreement and to consummate the transactions contemplated herein, (ii) that it shall act in accordance with all applicable laws in performing its obligations and exercising its rights under the Agreement; and (c) the execution, delivery and performance under this Agreement will not violate the provisions of any agreement to which it is a party or by which it is bound. 

Notwithstanding anything to the contrary, neither party or its affiliated entities and suppliers (including but not limited to all equipment and technology suppliers), officers, affiliated entities, representatives, contractors and employees shall be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond Areto Labs reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by Customer to Company for the Services under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not a party has been advised of the possibility of such damages. This disclaimer shall not reduce or limit either party’s indemnification obligations with respect to third party claims under Section 7 or such party’s liability arising from its fraud, gross negligence, or willful misconduct. 

7. Indemnification & Insurance

Areto Labs shall indemnify, defend, and hold harmless Customer, its affiliated entities, and each of their respective officers, employees, directors, managers, partners, members, shareholders, agents, and contractors from and against all claims, losses, damages and expenses (including reasonable attorney fees) arising out of or resulting from any claim with respect to:

(a) Areto Lab’s misrepresentation or breach of any provision of this Agreement, (b) the negligence or willful gross misconduct of Areto Lab (or its employees, agents or contractors) in connection with this Agreement; (c) any unauthorized use, disclosure, or access of Customer Data or Proprietary Information of Customer; (d) violation of any applicable laws, rules, or regulations; or (e) any infringement or misappropriation of a third party’s intellectual property rights.

During the Term, Areto Labs shall maintain, at Areto Lab’s expense, commercial general liability insurance with policy limits of not less than two-million dollars ($2,000,000) per occurrence, and cyber liability coverage with an aggregate limit of not less than two-million dollars ($2,000,000) covering all related claims, including, but not limited to, privacy violations, information theft, damage to or destruction of electronic information, intentional and unintentional release of private information, alteration of electronic information, extortion, and network security. Upon request, Areto Labs shall furnish Customer with certificates of insurance evidencing compliance with this Section 7.

8. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. With the exception of a transfer of rights and duties under this Agreement or the Agreement as a whole by Customer and/or Areto Labs to an affiliated entities, this Agreement is not assignable, transferable or sublicensable  except with other party’s prior written consent.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Areto Labs in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.