Last Updated: May 22, 2023
By accessing or using any Claude website with an authorized link to the Terms (“Site”), installing or using our mobile application(s) (“App”), signing up for a membership with Claude (the “Membership”), accessing or using any content, information, services, features, products, or resources available or enabled via the Site or App (collectively with the Site, App, and Membership, the “Services”), clicking on a button or taking any other action to signify your acceptance of the Terms, or completing our account registration process, you agree that: (1) you have read, understand, and agree to be bound by the Terms; (2) you are of legal age in your jurisdiction of residence to form a binding contract with Claude; and (3) you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization, or other legal entity on whose behalf you use the Services and to bind that entity (and any users) to this Agreement. The term “you” refers to the individual or legal entity, as applicable, identified as the end-user when you registered through the Site or App. Except as otherwise provided herein, if you do not agree to be bound by the Terms, you may not access or use any of the Services.
Please be aware that Section 15 of the Terms below contains provisions governing how disputes that you and we have against each other are resolved, including, without limitation, any disputes that arose or were asserted prior to the effective date of this Agreement. In particular, it contains an Arbitration Agreement which will, with limited exceptions, require disputes between us to be resolved by binding and final arbitration. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS OF THE EFFECTIVE DATE OF THE TERMS: (1) YOU AND CLAUDE WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST THE OTHER PARTY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND EACH OF US WAIVES OUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) EACH OF US WAIVES OUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
Your use of the Services is also subject to any additional terms, conditions, and policies that we separately post on the Services and any agreements that you have separately executed with Claude (“Supplemental Terms”) which are incorporated by reference into the Terms. To the extent there is any conflict between the Terms and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter of such an agreement.
PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY CLAUDE IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Claude will make a new copy of the Terms available on the Site or App, and any new Supplemental Terms will be made available from within, or through, the affected Service on the Site or App. We will also update the “Last Updated” date at the top of the Terms or relevant Supplemental Terms. If we make material changes to the Terms, we will also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via email if you have an Account (as defined in Section 2) or another manner through the Services (which may include posting an announcement on our Site or App) at least thirty (30) days before the date they become effective, and you will be asked to explicitly accept the revised Terms or relevant Supplemental Terms. If you do not agree to any change(s) after receiving a notice of such material change(s), you shall stop using the Services. In the case of (i) non-material changes to the Terms which do not affect its essential provisions or (ii) changes that are required by law, a legally binding court decision, or a binding order of a competent authority, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.
DESCRIPTION OF SERVICES. Claude offers a variety of Services, including, but not limited to, its Membership and other services associated with Membership ("Membership Add-Ons").
Membership. To apply for a Membership, please visit club-claude.com. Once your application is approved, the Membership Agreement will govern the terms and conditions of your Membership.
Membership Add-Ons.From time to time, Claude may offer Membership Add-Ons in connection with the Services. Additional terms may be provided in connection with participation in the Membership Add-Ons. Please contact [email protected]
if you have any questions regarding any purchase of, or participation in, any Membership Add-Ons.
Eligibility Requirements. In order to access the Services, you must: (a) be at least eighteen (18) years old; (b) be of legal age to form a binding contract or have reviewed the Agreement with your parent or legal guardian, and they agree to the Agreement on your behalf; and (c) not be a person barred from using Services under the laws of Canada, your place of residence, or any other applicable jurisdiction. By using the Services, you agree that you meet all of the eligibility requirements set forth in this Section and the Agreement. We may still refuse to let certain people access or use the Services, and we may change our eligibility criteria at any time, at our sole discretion.
REGISTRATION. Account Registration. When creating an account for the Services ("Account") or submitting a Membership application, you agree to provide accurate, current, and complete information as requested in the registration form ("Registration Data"). It is your responsibility to promptly update the Registration Data to ensure its accuracy. You are responsible for all activities that occur under your Account and agree to monitor and restrict its use by unauthorized users, including minors. You agree not to share your Account or password with anyone. In the event of any unauthorized use of your password or breach of Account security, you will notify Claude immediately and log out of your Account after each session. You agree not to create an Account using a false identity, alias, or if you have been previously banned from using the Services. Furthermore, you agree not to maintain more than one Account simultaneously. Claude reserves the right to remove or reclaim any usernames at any time and for any reason. You acknowledge that you have no ownership or property interest in your Account, and all rights in and to your Account are owned by and accrue to the benefit of Claude. You will be solely responsible for all access to and use of the Services by anyone using your Account, whether or not authorized by you.
OWNERSHIP OF AND LICENSE TO USE SERVICES
Use of the Services. Claude, its suppliers, and service providers own all rights, title, and interest in the Services. The Services are protected by copyright and other intellectual property laws worldwide. Subject to the Agreement, Claude grants you a limited, non-transferable license to use the Services solely for your personal, non-commercial purposes. All rights not expressly granted in this Agreement are reserved by Claude, its suppliers, and service providers.
App License. Subject to your compliance with the Agreement, Claude grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to download, install, and use a copy of the App on a single mobile device or computer that you own or control, strictly for your personal or internal business purposes. For any App accessed through or downloaded from the Apple App Store ("App Store Sourced Application"), you may use it only on an Apple-branded product running the iOS operating system and in accordance with the "Usage Rules" specified in the Apple App Store Terms of Service. For any App accessed through or downloaded from the Google Play Store ("Google Play Sourced Application"), you may have additional license rights for shared use within your designated family group.
Trademarks. The stylized name, graphics, logos, service marks, and trade names associated with Claude and used in connection with the Services are trademarks owned by Claude and may not be used without permission, including in connection with any third-party products or services. You are prohibited from using Claude's (or any affiliate's) name, graphics, logos, service marks, or trade names (or any likeness thereof) in a manner that causes confusion or misrepresents your affiliation or authority with respect to Claude or the Services. Other trademarks, service marks, and trade names appearing in the Services are the property of their respective owners. You agree not to remove, alter, or obscure any copyright notice, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.
Responsible Party for Content.You acknowledge that all content is the sole responsibility of the party from whom such content originated. This means that each User is entirely responsible for all content that they make available through the Services ("User Content"). Claude has no obligation to pre-screen any User Content. You use all User Content and interact with other Users at your own risk. Without limiting the foregoing, Claude reserves the right, in its sole discretion, to pre-screen, refuse, or remove any User Content. For example, Claude shall have the right to remove any User Content that violates this Agreement or is otherwise objectionable. Any views and opinions expressed in User Content reflect the author's point of view and are not necessarily those of Claude or its affiliated entities.
License to Your Content. Subject to any applicable Account settings, you grant Claude the right to copy, use, and display Your Content (in whole or in part) and create derivative works from Your Content for purposes of operating and providing the Services. Note that other Users may search for, see, use, modify, and reproduce any of Your Content that you submit to any "public" area of the Services.
User Submissions. During your use of the Services, you may submit text responses, chats, comments, suggestions, and other information (collectively, the "Submissions") to the Site, whether or not requested to do so by Claude. By submitting a Submission, you grant Claude a fully paid, worldwide, perpetual, royalty-free, non-exclusive, transferable, sublicensable license to cache, copy, distribute, transmit, publicly display, reproduce, or otherwise use or exploit the Submissions on the Services and in other media, digital or analog, now known or hereafter developed throughout the universe, including, without limitation, the internet, mobile devices, and in advertising or promotions, print or otherwise. Please note that any Submission may become publicly viewable on the Services or elsewhere. Claude shall have no obligation to pay you any compensation for your Submissions. Claude is under no obligation to post or use any Submission you may provide. Claude may, in its sole discretion, remove any Submission at any time, with or without notice to you, prior to removal or otherwise. You may request the removal of your Submission for any reason by providing reasonable written notice to Claude, upon receipt of which Claude will take commercially reasonable steps to comply. Claude does not and cannot review all Submissions and is not responsible for the content or substance thereof. However, Claude reserves the right to delete, move, or edit Submissions that it, in its sole discretion, deems to be abusive, defamatory, obscene, in violation of copyright or trademark laws, or in violation of any person's rights to privacy or publicity, or otherwise unacceptable, provided that Claude shall not be deemed the publisher of any Submission by virtue of its right to control said Submission. Any views and opinions expressed in a Submission reflect the author's point of view and are not necessarily those of Claude or its affiliated entities.
RESTRICTIONS ON USE OF THE SERVICES
Acceptable Use. The rights granted to you in this Agreement are subject to the following restrictions: (a) You shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit the Services or any portion of the Services; (b) You shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout, or form); (c) You shall not use any metatags or other "hidden text" using Claude's name or trademarks; (d) You shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Services, except to the extent that the foregoing restrictions are expressly prohibited by applicable law; (e) You shall not use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to "scrape" or download data from the Services; (f) You shall not access the Services in order to build similar or competitive products or services; (g) Except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; (h) You shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (i) You shall not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections of the Services; (j)You will not take any action that imposes or may impose (in our sole determination) an unreasonable or disproportionately large load on our technical infrastructure; (k) You will not interfere with or attempt to interrupt the proper operation of the Services through any virus, device, information collection or transmission mechanisms, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means. Any future release, update, or other addition to the Services shall be subject to this Agreement. Claude reserves all rights not granted in this Agreement. Any unauthorized use of the Services shall give Claude the right to terminate the Agreement with notice to you. The foregoing sentence is not exclusive of any other rights or remedies that may be available to Claude under law, equity, statute, or otherwise.
User Rules. Any features and/or services provided on the Services by Claude, including but not limited to user comments, instant messaging, and email functions, are subject to this Agreement and any other guidelines published or modified by Claude from time to time (collectively, the "Rules"). You also agree to follow our Community Guidelines, and you understand that a breach of either the Community Guidelines or the Rules will result in a violation of these Terms.Notwithstanding anything to the contrary in the Rules, in the event that Claude determines, in its sole discretion, that you have violated the Rules or that any part of your Submission or Your Content violates the Rules, Claude will have the right to immediately remove such Submission, in whole or in part, with or without notice to you, and to temporarily suspend your Account and access to the Services, with notice to you. In the event that Claude determines that your first violation was particularly offensive, Claude will have the right to immediately and permanently terminate your Account and access to the Services, with notice to you. Any user may report abuse by sending an email to [email protected]
FEEDBACK. You acknowledge and agree that your submission of any ideas, suggestions, documents, and/or proposals to Claude ("Feedback") is at your own risk, and Claude has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. By submitting Feedback, you grant Claude a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.
Third-Party Websites, Apps, and Ads. Claude's Services may include links to third-party websites ("Third-Party Websites") and apps ("Third-Party Apps"), as well as advertisements from third parties ("Third-Party Ads"). When you engage with a link to a Third-Party Website, Third-Party App, or Third-Party Ad, remember that you are departing from Claude Services and are agreeing to the terms and conditions (including privacy policies) of the respective third-party destination. Claude does not control these Third-Party Websites, Third-Party Apps, or Third-Party Ads and is not liable for them. The provision of these links, apps, and ads is purely for your convenience, and Claude does not verify, approve, monitor, endorse, guarantee, or make any promises regarding Third-Party Websites, Third-Party Apps, Third-Party Ads, or any products or services offered by third parties. Your interaction with Third-Party Websites, Third-Party Apps, and Third-Party Ads is at your discretion, and the terms and policies of Claude are no longer applicable once you leave our website. We encourage you to review the relevant terms and policies, including privacy and data collection practices, of any Third-Party Websites or Third-Party Apps, and conduct any necessary research before proceeding with any transaction or interaction with these third parties.
App Stores. The availability of the Claude App and Services can depend on the third party from which you received the App license, like the Apple App Store or Google Play (each referred to as an "App Store"). You recognize that your agreement is with Claude and not with the App Store. Claude, not the App Store, is exclusively accountable for the Services, which includes the App, its content, maintenance, support services, and any claims related to the App (such as product liability, legal compliance, or intellectual property infringement). For the usage of the App, you require access to a wireless network and you consent to pay any related fees. Moreover, you agree to abide by the App Store's terms while using the App, as detailed in the App Store's terms of service. You acknowledge that the App Store and its subsidiaries are third-party beneficiaries of the agreement between you and Claude, and they have the right to enforce this agreement.
Additional Terms for Apple Apps. If you accessed the Claude App through the Apple App Store, the following terms apply:
Your agreement is solely with Claude, not with Apple.
Claude is responsible for the App Store Sourced Application and its content, and any claims, maintenance, support services, or warranties related to the App Store Sourced Application are the sole responsibility of Claude.
In case of a failure to conform to any warranty or legal requirement, you may contact Apple for a refund, but Apple has no other warranty obligations.
Apple is not responsible for addressing any claims or issues related to the App Store Sourced Application, including product liability claims or compliance with legal or regulatory requirements.
Any intellectual property infringement claims related to the App Store Sourced Application are the sole responsibility of Claude.
Apple and its subsidiaries are third-party beneficiaries of the agreement and have the right to enforce it with respect to your license of the App Store Sourced Application.
Payment Terms for Membership. For information on membership fees and their associated terms, please refer to your Membership Agreement.
Payment Terms for Other Services. In availing the Services, you consent to pay all fees or charges tied to your Account as per the fees, charges, and billing terms in effect at the time a payment is due. You are required to provide Claude with a valid credit card (Visa, MasterCard, or any other issuer we accept) or another approved method of payment (“Payment Provider”). Your usage of the designated credit card is subject to your Payment Provider agreement. To know about your rights and responsibilities, refer to that agreement. By sharing your payment details with Claude, you are permitting Claude to charge your Account for all fees and charges due immediately, without needing further notice or consent. You are responsible for updating Claude promptly about any changes in your billing address or the credit card used for payment. Claude retains the right to revise pricing and billing methods anytime, provided you are notified in advance. Refer to Section 2(a) of the Membership Agreement for details on Claude's right to change the Membership Fee and your right to cancel your membership.
Refund Policy for Services. Unless the law prohibits, all payments made through the Services are non-refundable, and Claude does not provide refunds. Refer to the Membership Agreement and the UK Members Addendum (if relevant) included therein for information regarding the refund policy for Membership Fees.
INDEMNIFICATION. To the maximum extent permitted by law, you agree to indemnify (i.e., compensate) and defend Claude, its parents, subsidiaries, affiliates, officers, directors, employees, contractors, agents, licensors, and suppliers (“Claude Parties”) against any losses, costs, liabilities, and expenses (including reasonable attorneys' fees) resulting from or relating to: (a) Your Content; (b) your misuse of the Services; (c) your breach of the Agreement or any other referenced agreement; (d) your infringement of any third party's rights (including another member); or (e) your breach of any applicable laws, rules, or regulations. Claude reserves the right, at its own expense, to take over the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate fully with Claude in presenting any available defenses. The provisions of this section will continue to apply even after the Agreement is terminated or your access to the Services is discontinued.
DISCLAIMER OF WARRANTIES AND CONDITIONS
As Is. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES, OR ATTENDANCE AT ANY EVENT ORGANIZED BY CLAUDE, IS AT YOUR OWN RISK, AND THE SERVICES, INCLUDING ANY CLAUDE-ORGANIZED EVENTS, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES INVOLVED WITH CLAUDE EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES. IF YOU ARE AN INDIVIDUAL CONSUMER LOCATED IN CANADA, APPLICABLE CONSUMER LAW MAY NOT ALLOW THE EXCLUSIONS OR LIMITATIONS ON IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
THE PARTIES INVOLVED WITH CLAUDE MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL FULFILL YOUR EXPECTATIONS OR NEEDS; (2) THE INFORMATION, CONTENT, AND DATA ON THE SERVICES IS ACCURATE, UP-TO-DATE, OR COMPLETE; (3) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS; (4) ANY ERRORS ON THE SERVICES WILL BE RECTIFIED; (5) YOUR USE OF THE SERVICES WILL NOT INCREASE SECURITY RISK TO YOUR HARDWARE OR NETWORKS; OR (6) THE SERVICES WILL BE COMPATIBLE WITH YOUR DEVICES.
ANY CONTENT THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR OTHERS, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR ACCESSING SUCH CONTENT.
THE SERVICES MAY EXPERIENCE DELAYS, CANCELLATIONS, AND OTHER DISRUPTIONS. CLAUDE MAKES NO WARRANTY, REPRESENTATION, OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION, AND OTHER CHARACTERISTICS OF THE SERVICES.
SOME JURISDICTIONS' LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE PREVIOUS DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. IF YOU ARE LOCATED IN CANADA, YOU HAVE A RIGHT FOR THE SERVICES TO BE PERFORMED WITH REASONABLE CARE AND SKILL.
LIMITATION OF LIABILITY
Disclaimer of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLAUDE SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT CLAUDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES LOSSES THAT WERE NOT FORESEEABLE TO YOU OR CLAUDE WHEN THE AGREEMENT WAS FORMED AND LOSSES THAT WERE NOT CAUSED BY ANY BREACH BY CLAUDE. WE DO NOT LIMIT OR EXCLUDE CLAUDE'S LIABILITY WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION.
Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT CLAUDE IS LIABLE TO YOU EXCEED $100. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO RESIDENTS OF THE PROVINCE OF QUEBEC. THE LAWS OF SOME PROVINCES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE LIMITATIONS SET FORTH IN THIS SUB-SECTION MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS. WE DO NOT LIMIT OR EXCLUDE CLAUDE'S LIABILITY WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION.
User Content and Settings. Claude assumes no responsibility for the timeliness, deletion, mis-delivery, or failure to store any content, User communications, or personalization settings.
Basis of the Bargain. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Claude and you.
Procedure for Making Claims of Copyright Infringement. If you believe content posted on the Services infringes your copyright rights, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Correspondence to our Copyright Agent regarding notice of claims of copyright infringement should be addressed to: Anne Charlot Networks, Inc.,368 Notre-Dame Ouest, Suite SS80, Montreal, Quebec H2Y 1T7.
TERMINATION. At its sole discretion, Claude may modify or discontinue the availability of the Site, with or without notice to you and without liability to you or any third party. To the extent possible, Claude will warn you in advance of any modification, or discontinuance of the Site (or part thereof). From time to time, we may automatically update the App to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update the App for these reasons. If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the App and the Services. Without limitation to the preceding sentence, we may periodically schedule system downtime for maintenance and other purposes. You also acknowledge that unplanned system outages may occur. The App is provided over the Internet and so the quality and availability of the App may be affected by factors outside our reasonable control. Accordingly, we cannot accept any responsibility for any connectivity issues that you may experience when using the App or for any loss of material, data, transactions or other information caused by system outages, whether planned or unplanned. At its sole discretion, Claude may discontinue the availability of the App on 30 days’ notice to You and without liability to you or any third party. Claude may suspend or terminate your access to the Services (in full or in part) if: (i) You have breached any provision of this Agreement or any other agreement referenced herein; (ii) Claude is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful); or (iii) You use the Services for any unauthorized, fraudulent, abusive or illegal activity. You agree that all terminations for cause shall be made in Claude's sole discretion and that Claude shall not be liable to You or any third party for any termination of the Services in accordance with this sub-section. In addition to suspending or terminating your access to the Services, Claude reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, the Agreement will remain enforceable against you and unpaid amounts you owe to Claude for any purchases will remain due.
DISPUTE RESOLUTION. If you are an individual located in Canada, please read the following dispute resolution provision in this Section carefully. It requires you and Claude to arbitrate disputes against one another. PLEASE BE AWARE THAT THIS SECTION CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND CLAUDE HAVE AGAINST EACH OTHER WILL BE RESOLVED. AMONG OTHER THINGS, THIS SECTION INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND CLAUDE BE RESOLVED BY BINDING AND FINAL ARBITRATION. THIS SECTION ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.
Applicability of Arbitration Agreement. Subject to the terms of this Dispute Resolution Agreement, you and Claude agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services, or the Terms, including claims and disputes that arose between us before the effective date of the Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Claude may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Claude may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Dispute Resolution Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of the Terms.
Informal Dispute Arbitration. There may be instances when a Dispute arises between you and Claude. If that occurs, Claude is committed to working with you to reach a reasonable resolution. You and Claude agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Claude therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Dispute Resolution Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the Conference, but you also agree to participate in the Conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties in writing. Notice to Claude that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to [email protected]
or regular mail to our offices located at: Anne Charlot Networks, Inc.,368 Notre-Dame Ouest, Suite SS80, Montreal, Quebec H2Y 1T7. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
INTERNATIONAL USERS. Services can be accessed from countries around the world and may contain references to Services and content that are not available in your country. These references do not imply that Claude intends to announce or promote the availability of such Services or content in your country. Services are controlled and offered by Claude from its facilities in Canada. Claude makes no representations that Services are appropriate or available for use in other locations. Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.
Waiver of Jury Trial. YOU AND CLAUDE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Claude are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1 above and Section 15.7 below. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class or Other Non-Individualized Relief. YOU AND CLAUDE AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 15.9, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Section 15.9. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Claude agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the Province of Quebec. All other Disputes shall be arbitrated or litigated in small claims court. This sub-section does not prevent you or Claude from participating in a class-wide settlement of claims (only after a court of competent jurisdiction has declared the class action prohibition unenforceable under applicable law).
Rules and Forum. The Terms evidence a transaction involving interprovincial commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Quebec Arbitration Act, will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Conference described above does not resolve satisfactorily within sixty (60) days after receipt of Notice, you and Claude agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by ADR Institute of Canada (ADR), an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under CAD $250,000, not inclusive of attorneys’ fees and interest, shall be subject to ADR's most current version of the Simplified Arbitration Rules and procedures available at https://adric.ca/rules-codes/; all other disputes shall be subject to ADR's most current version of the Comprehensive Arbitration Rules and Procedures, available athttps://adric.ca/rules-codes/. ADR's rules are also available at www.adrcanada.ca or by calling ADR at 416-487-4733. If ADR is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any ADR fees and costs will be solely as set forth in the applicable ADR rules. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in Canadian Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. Unless you and Claude otherwise agree, or the Batch Arbitration process discussed in Section 15.9 is triggered, the arbitration will be conducted in the province where you reside. Subject to the applicable ADR rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. You and Claude agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in Quebec and will be selected by the parties from the ADR roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then ADR will appoint the arbitrator in accordance with the applicable ADR rules, provided that if the Batch Arbitration process under Section 15.9 is triggered, ADR will appoint the arbitrator for each batch.
Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 15.1 or Section 15.4, including any claim that all or part of Section 15.4 is unenforceable, illegal, void or voidable, or that Section 15.4 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 15.9, all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 15.9. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Quebec Code of Civil Procedure). If you or Claude need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Claude agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Claude by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), ADR shall: (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise ADR, and ADR shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Claude. You and Claude agree to cooperate in good faith with ADR to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: Anne Charlot Networks, Inc.,368 Notre-Dame Ouest, Suite SS80, Montreal, Quebec H2Y 1T7 or e-mail [email protected]
, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.
Invalidity, Expiration. Except as provided in Section 15.4, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Claude as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
Modification. Notwithstanding any provision in the Terms to the contrary, we agree that if Claude makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Claude at the following address: Anne Charlot Networks, Inc.,368 Notre-Dame Ouest, Suite SS80, Montreal, Quebec H2Y 1T7. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of the Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or the Terms, the provisions of this Arbitration Agreement as of the date you first accepted the Terms (or accepted any subsequent changes to the Terms) remain in full force and effect. Claude will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of the Terms.
Electronic Communications. The communications between you and Claude use electronic means, whether you visit Services or send Claude e-mails or whether Claude posts notices on Services or communicates with you via e-mail. For contractual purposes, you: (1) consent to receive communications from Claude in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to the Agreement that Claude provides to you electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document. The foregoing does not affect your statutory rights.
Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Claude’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Force Majeure. Claude shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labour or materials.
Exclusive Venue. To the extent the parties are permitted under the Agreement to initiate litigation in a court, both you and Claude agree that all claims and disputes arising out of or relating to the Agreement or the Services will be litigated exclusively in the state or federal courts in Montreal, Quebec.
Governing Law. THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE PROVINCE OF QUEBEC, CONSISTENT WITH APPLICABLE FEDERAL LAW, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
Notice. Where Claude requires that you provide an e-mail address, you are responsible for providing Claude with your most current e-mail address. In the event that the last e-mail address you provided to Claude is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Agreement, Claude’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Claude at the following address: Anne Charlot Networs, Inc.; 368 Notre-Dame Ouest, Suite SS80, Montreal, Quebec H2Y 1T7. Such notice shall be deemed given when received by Claude by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at Anne Charlot Networs, Inc.; 368 Notre-Dame Ouest, Suite SS80, Montreal, Quebec H2Y 1T7., or by e-mail at [email protected]
We will do our best to address your concerns. If you feel that your concerns still need to be addressed, we invite you to let us know for further investigation.
Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability. If any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
Export Control. You may not use, export, import, or transfer the Services except as authorized by Canadian law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. Specifically, but without limitation, the Services may not be exported or re-exported (a) into any countries that are under an embargo by the Canadian Government, or (b) to anyone on the Canadian Government’s list of Specially Designated Nationals or the Denied Person’s List or Entity List. By using the Services, you agree that (i) you are not located in a country that is subject to a Canadian Government embargo, or that has been designated by the Canadian Government as a “terrorist supporting” country and (ii) you are not listed on any Canadian Government list of prohibited or restricted parties.
Consumer Complaints. If you reside in Quebec, you may report complaints to the Office de la protection du consommateur by contacting them in writing at 400 Boulevard Jean-Lesage #450, Québec, QC G1K 8W4, Canada, or by telephone at (418) 643-1484.
Entire Agreement. To the extent permitted by applicable law, the Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.