User Agreement

TaksoAi User Agreement

Effective Date: January 1, 2025
Welcome to TaksoAi. We want you to know and understand your rights and our rights relating to the provision of our Services (as described below). Please review this Agreement carefully.
Below is a summary of some key terms and conditions of this Agreement.

Agreement

This Agreement applies to the website https://www.taksoai.com (the “website”), communications and services provided in association with use of the website (collectively our “Services”). More information about our Services may be found on our website. Our Services include free Services and paid Services which provide access to certain features of our Services. Our paid Services include a subscription for which you are required to pay subscription fees in accordance with a Subscription Agreement, as described below.
This Agreement is between you and Fieri Analytics Inc. (“Fieri”). In this Agreement, the terms “Fieri”, “we,” “us,” or “our” refers to Fieri. BY CREATING AN ACCOUNT, ACCESSING OR USING OUR SERVICES (INCLUDING UPLOADING OR DOWNLOADING ANY DATA TO OR FROM OUR SERVICES), OR BY INDICATING YOUR ASSENT BY CLICKING AN ACCEPTANCE CHECKBOX, ACCEPTANCE BUTTON OR OTHER ACCEPTANCE INDICATOR, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU HAVE ENTERED INTO A LEGALLY BINDING AGREEMENT WITH FIERI (EVEN IF YOU ARE USING OUR SERVICES ON BEHALF OF AN
ORGANIZATION). IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND 2 CONDITIONS OF THIS AGREEMENT, DO NOT CREATE AN ACCOUNT, ACCESS OR USE OUR SERVICES. If you wish to terminate this Agreement, you may cancel any subscription for paid Services, close your account, and discontinue accessing or using our Services. If you have a subscription for paid Services, you may have continuing payment obligations in accordance with the terms and conditions of your Subscription Agreement that continue after your account
has been closed if you cancel your subscription before the renewal date.

If you access or use the Services on behalf of an organization such as a company or other entity, you represent that you have authority to bind such organization and its affiliates to the terms and conditions of this Agreement and that it is fully binding on them. In such case, the term “you” will refer to such entity and its affiliates. In such case, the term “you” will refer to such organization and its affiliates. If you do not have authority to bind such organization and its affiliates to the terms and conditions of this Agreement, you may not access or use our Services. This Agreement contain disclaimers of warranties and limitations on liability that maybe applicable to you.
Your use of our Services is also subject to our Privacy Policy and our Cookie Policy and, which covers how we collect, use, share, and store your personal information. The collection, use, sharing and storing of your personal information is subject to our Privacy Policy, our Cookie Policy and other documents referenced in our Privacy Policy, and updates thereto. You acknowledge and have read our Privacy Policy. When you use our Services, you agree to all of these terms and conditions.

Changes to this Agreement

We may make changes to this Agreement, our Privacy Policy and our Cookie Policy from time to time. If required by applicable law or we make material changes to this Agreement, our Privacy Policy and our Cookie Policy, we will provide you notice through our website, our Services, or by other means such as email, to provide you with an opportunity to review the changes before they become effective. The changes cannot be retroactive. If you object to any of the changes, you may cancel any subscription for paid Services, close your account, and
discontinue visiting our website, or accessing or using our Services. If you have a subscription for paid Services, you may have continuing payment obligations in accordance with the terms and conditions of your Subscription Agreement that continue after your account has been closed if you cancel your subscription before the renewal date.

By continuing to visit our website, or access or use our Services after we publish or send a notice about changes to this Agreement means that you are consenting to the updated terms and conditions as of their effective date.

Eligibility and Account Information

Our Services are intended solely for persons who are at least 18 years of age and are residents of Canada or the United States. If you access or use our Services on behalf of an organization such as a company or other entity, such organization and its affiliates must be a resident of Canada or the United States.
Your account belongs to you. If our Services were purchased by another party for you to use (e.g., a subscription bought by your employer), the party paying for our Services has the right to control access to and obtain reports on your use of our Services, but they do not have rights to your account.

You are solely responsible for maintaining the confidentiality of the password associated with your account and for restricting access to your password, and your computer or mobile device while logged into our Services. You accept responsibility for all activities that occur under your account or from your computer or mobile device. You agree to immediately notify Fieri of any unauthorized use of your account or password, or any other breach of security, and confirm that you understand all risks of unauthorized access to your Content (as defined below) and other data and information that you provide to Fieri. You agree to keep the contact information in your
account up to date.

We have the right to restrict, suspend, or terminate your account if you breach this Agreement or any applicable laws. Creating an account with false information is a violation of the terms of
this Agreement.

Electronic Communications

You agree that we can communicate with you by messages sent to you through our Services, by email or otherwise using the contact information in your account. You agree to keep the contact information in account up to date.

Fees

You may purchase paid Services. If you purchase any of our paid Services, you agree to pay us the applicable fees and any required taxes, and you agree to the additional terms and conditions associated with the specific paid Services. Failure to pay these fees will result in the termination of your paid Services.
Our paid Services include a subscription for which you are required to pay subscription fees in accordance with a Subscription Agreement.
Subscription fees and any required taxes are payable in advance. We will calculate any required taxes payable by you based on the billing information provided by you. Subscription fees will be billed automatically at the start of each subscription period – which may be a monthly or annual period.
We may change the price of our subscription fees, introduce new fees or adjust the calculation of required taxes from time to time as determined by Fieri or as required by law. We will provide notice of any change in our prices, fees or required taxes in a reasonable time before the renewal date. If you object to the changes, you may cancel any subscription for paid Services, close your account, and discontinue accessing or using our Services before the renewal date. You may have continuing payment obligations in accordance with the terms and conditions of your Subscription Agreement that continue after your account has been closed if you cancel
your subscription before the renewal date. Your continued use of our Services after we publish or send a notice about a change in our prices means that you are consenting to the change in our prices as of their effective date.

Payments

With respect to the purchase paid Services, you must designate and provide billing information that includes a payor name and address and payment information that includes a designated payment method (e.g., credit card, online payment service or third party service provider such as StripeTM (the “Payment Method”). Your purchase may be subject to foreign exchange fees or differences in prices based on the address set out in your billing information (e.g., exchange rates). If you provide your payment information, you authorize us and certain third party service providers, payment card networks and payment processors to receive, store, and encrypt your payment information. We may store and continue billing your Payment Method even after it has expired to avoid interruptions in your paid Services, and your Payment Method to pay for other Services you purchase. You may change your Payment Method or update your billing and payment information using our website. No refunds or credits will be provided by Fieri. If your payment provider determines that there are fraudulent charges on your account resulting from use of your Payment Method for our Services, please contact us immediately at no-reply@taksoai.com.

Auto-Renewal

If you purchase a subscription, your payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period until your subscription is cancelled or terminated. Your subscription fee will be the same as your initial charges unless you are otherwise notified in advance. You may cancel your subscription at any time, as described below. To avoid unwanted charges, you should cancel your subscription before the renewal date.

Cancellation of Subscription

You may cancel your subscription by visiting using the account management features on our website selecting “Cancel Subscription.” The cancellation of a subscription will go into effect at the end of your current subscription period. When your subscription ends, your account will remain open. You can start a new subscription at any time although the subscription fees may have increased. You can close your account at any time.

Ownership of and Use of Content

As part of using and accessing our Services, you may upload drawings (“original drawings”) to our website or Services that we process with proprietary technology that uses artificial intelligence (AI) to generate data about original drawings uploaded to our website or Services (“generated data”) and a processed drawing enhanced with the generated data and optionally user corrected data. Generated data may include construction elements identified in an original drawing using proprietary machine learning algorithms and/or a quantity takeoff based on such construction elements. The construction elements may be heating, ventilation, and air conditioning (HVAC) elements, plumbing elements, equipment, or electrical elements. The quantity takeoff may comprise the following information or counts: length of duct, broken out by size (diameter and height/width), and system type; length of pipe, broken out by diameter and system type; quantity of pipe fittings by type, size (diameter and height/width), and system type; quantity of duct fittings by type, size (diameter and height/width), and system type; type and quantity (e.g., length) of wiring; type and quantity of electrical fittings, components and/or
appliances. You may also generate user corrected data which represent corrections to generated data via interactions with our Services. User corrected data comprises additions, removals, deletions, changes, modifications, edits or other updates to generated data. In this Agreement, the term “Content” refers to original drawings, generated data, processed drawings and user corrected data.

Your Content may be stored by us as part of our Services in association with “a Project” or “Job”.

You own all of the Content that you make available in connection with our Services, including all original drawings that you upload, access, store and use with our Services, all generated data and user corrected data associated with your drawings, and all processed drawings generated based on generated data and user corrected data.
You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, reproduce, modify, adapt, translate, extract data from, create derivative works from, distribute, share, host, store, process and display your Content in connection with the provision of our Services. In accordance with this license, we may share at least portions of your personal information and Content with third parties such as third parties service providers, including without limitation, third party cost estimators. The portions of your Content that may be shared with a third party includes generated data such as construction elements identified in an original drawing using proprietary machine learning algorithms and/or a quantity takeoff based on such construction elements.
You also grant us an exclusive, perpetual, irrevocable, transferable, sub-licensable, royalty-free, worldwide license to use your Content to train, test, or otherwise improve our artificial intelligence and machine learning algorithms for the purposes of operating, providing and improving our Services, performing diagnostics of our Services, developing new features for our Services, and performing marketing or promotional activities for our Services. This license survives the end of the license to original drawings and processed drawings. You represent and warrant that: (i) you are authorized to create your account, whether individually or on behalf of an organization such as a company or other entity; (ii) you own any original drawings uploaded to our website by you on or through the Services, or you otherwise have the right to grant the rights and licenses set forth herein; (iii) uploading original drawings to our website or using our Services in connection with uploaded original drawings does not and will not violate, misappropriate or infringe on the rights of any third party, including without
limitation, privacy and data protection rights, publicity rights, copyrights, trademark and/or other intellectual property rights of a third party; and (iv) you agree to indemnify Fieri, its directors, officers, agents, representatives, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out by reason of your uploading of original drawings to our website or using our Services in connection with uploaded original drawings, including without limitation, any claim or demand that your uploading of original drawings to our website or using our Services in connection with uploaded original drawings violated, misappropriated or infringed on the rights of a third party, including
without limitation, the privacy and data protection rights, publicity rights, copyrights, trademark and/or other intellectual property rights of a third party. For greater certainty with respect to item (iv) above, you agree to defend any claim or demand, and to pay any and all royalties, fees, damages, and any other monies that may be owed by reason of your violation, misappropriation or infringement of the rights of a third party.
If your Content violates the terms and conditions of this Agreement by violating, misappropriating or infringing of a third party, you may bear legal responsibility for that Content. As between you and Fieri, any Content will be non-confidential and non-proprietary, and we will not be liable for any use or disclosure of your Content. You acknowledge and agree that your relationship with Fieri is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any Content does not place Fieri in a position that is any different
from the position held by members of the general public, including with regard to your Content. Your Content will not be subject to any obligation of confidence on the part of Fieri other than as set forth in our Privacy Policy and your privacy controls, and Fieri will not be liable for any use or disclosure of any Content you provide.

Service Availability

We may change, restrict, suspend or discontinue the features of our Services.
Although we may store your Content and other data and information that you provide to Fieri as part our Services, TaksoAi is not a storage service. We cannot guarantee that your stored Content and other data and information will be available, or that our Services will be uninterrupted, timely, secure or error free. You agree that we have no obligation to store, maintain or provide a copy of your Content or other data and information that you provide to Fieri, except to the extent required by applicable law and as noted in our Privacy Policy. You should make backups or copies of your Content or other data and information that you wish to maintain or ensure uninterrupted access to.

Intellectual Property

The website and our Services are the intellectual property of Fieri. The website and our Services are protected by trademarks (registered and unregistered), trade dress, domain names, trade secrets, copyrights, patents, patent applications, and other intellectual property in Canada, the United States and other countries. You acknowledge that all of Fieri’s intellectual property rights in the website and our Services are valid, and you agree not to challenge the validity of any of Fieri’s intellectual property rights in the website and our Services existing now or later developed.
The website and our Services are protected by patents and patent applications in Canada, the United States and other countries including U.S. patent application no. 18/752,350, European patent application no. 2408887.4, Australian patent application no. 2024204142, and Canadian patent application no. 3242219. The trademarks used on the website and in connection with our Services are the trademarks of their respective owners. TaksoAi word and design are trademarks of Fieri. Stripe word and design are trademarks of Stripe, Inc., 510 Townsend Street, San Francisco, CA, 94103, USA.
You agree to access the website and our Services only in accordance with Canadian and international intellectual property laws, and the Terms and Conditions of this Agreement. By providing access to the website and our Services, Fieri does not grant to you any rights or license to any of Fieri’s intellectual property in the website or our Services, by implication or estoppel.

Third Parties

The website and our Service may contain third party links to the websites of third parties that are not operated by us. If follow a third party link, you will be directed to that a website of a respective third party. You should review the terms and conditions, privacy policy and cookie policy of any third party website you visit. We have no control over third party websites and assume no responsibility for the content, services, operations, privacy policy, cookie policy, or other policies or practices of any third party websites or services.

Third party services, such as third party cost estimators, may be available through our Services by virtue of third party application programming interfaces (APIs). Third party services that may be available through our Services are made and offered directly by the applicable third party service provider. You acknowledge that if you use a third party service, Fieri does not perform the offered services or employ those who perform the offered services, you are interacting directly with the applicable third party service provider via the applicable API and agree to be
bound by the terms of service and privacy policies of the applicable third party service provider. Your use of data, content or information provided by any third party service provider is at your own risk. You acknowledge the risk that third parties may provide data, content or information that is inaccurate, incomplete, unreliable, non-current (delayed), erroneous or not suitable for your purposes. YOU ACKNOWLEDGE THAT FIERI IS NOT RESPONSIBLE FOR THIRD PARTY SERVICES AND AGREE THAT FIERI IS NOT LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND INCURRED BY YOU AS THE RESULT OF ANY OF YOURRELIANCE ON DATA, CONTENT OR INFORMATION PROVIDED BY THIRD PARTY SERVICE PROVIDERS AVAILABLE THROUGH OUR SERVICES.

Disclaimer of Warranties and Liability

Content is automatically generated for you using artificial intelligence and machine learning algorithms during the provision of our Services, including an identification of construction elements in original drawings uploaded by you, generation of quantity takeoffs based on such construction elements, and the generation of processed drawings annotated with such data. The content that is generated may be inaccurate, incomplete, unreliable, non-current (delayed), erroneous or not suitable for your purposes. Please carefully review and edit generated content as necessary. Access to and use of the website and our Services is at your own risk, and Fieri
is not responsible or liable for any detrimental reliance you place on the website, our services and the content generated by our services.
THE WEBSITE, OUR SERVICES AND THE CONTENT GENERATED BY OUR SERVICES ARE PROVIDED TO YOU “AS IS” AND WITHOUT WARRANTY, AND USE OF THE WEBSITE, OUR SERVICES AND THE CONTENT GENERATED BY OUR SERVICES IS ENTIRELY AT YOUR OWN RISK. FIERI AND ITS OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES WITH REGARD TO THE WEBSITE, OUR SERVICES AND THE CONTENT GENERATED BY OUR SERVICES, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, EXPECTATION OF
PRIVACY OR CONFIDENTIALITY, AND NON-INFRINGEMENT. FIERI AND ITS OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) YOUR CONTENT WILL BE AVAILABLE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR
FREE; AND (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

FIERI MAKES NO REPRESENTATIONS, WARRANTIES, COVENANTS OR GUARANTIES AS TO THE INACCURACY, COMPLETENESS, RELIABILITY, CURRENCY, ERROR FREENESS, OR ANY OF THE CONTENTS OF THE WEBSITE, OUR SERVICES AND THE CONTENT GENERATED BY OUR SERVICES.

FIERI DOES NOT AND CANNOT REPRESENT OR WARRANT THAT THE WEBSITE OR OUR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL EFFECTS OR COMPONENTS

Governing Law and Dispute Resolution

In the unlikely event of a legal dispute, you agree to resolve it in Ontario courts using the laws of Ontario and Canada as applicable.
You agree that the laws of the province of Ontario, Canada shall exclusively govern any dispute relating to this Agreement, the website and/or our Services. You agree that all claims and disputes can be litigated only in the provincial or federal courts in Ontario, Canada, and you agree to personal jurisdiction in those courts.

General Terms

If a court with authority over this Agreement finds any part of it unenforceable, you and we agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and we agree to ask the court to remove that unenforceable part and still enforce the rest of this Agreement.
This Agreement (including additional terms that may be provided by us when you purchase a subscription) is the only agreement between us regarding our Services and supersedes all prior agreements for our Services.
If we do not enforce a breach of this Agreement, that does not mean that Fieri has waived its right to enforce this Agreement.
You may not assign or transfer this Agreement (or your account for the use of our Services or a subscription) to anyone without our consent. However, you agree that Fieri may assign this Agreement to another party without your consent.
You agree that the only way to provide us with legal notice is at the following address:
Fieri Analytics Inc.
209 Carleton Avenue
Ottawa ON K1Y 0J5
CANADA

Contact Us

For any questions about our website or Services, our Cookie Policy or User Agreement, please contact us via email at no-reply@taksoai.com.
If you have any questions, complaints or comments about this Privacy Policy or the manner in which we or third party service providers handle your personal information, or to request access to our collection of your personal information, please contact us at:
Privacy Officer
Fieri Analytics Inc.
209 Carleton Avenue
Ottawa ON K1Y 0J5
CANADA
or
via email at no-reply@taksoai.com with the term “Privacy Policy” in the subject line.© 2024 Fieri Analytics Inc.