The Application is offered to professional and semi-professional poker players. By using the Application, you represent that you are doing so for professional purposes and not as a consumer.
“Affiliate” means an entity that controls Ruse AI, is controlled by Ruse AI or is under common control with Ruse AI.
“Analytics Data” means the data recorded, generated or compiled by Ruse AI in connection with Application use, including by the Customer, not including, however, Individual Game Data or any Personal Information.
“Application” means the software solution marketed under the Ruse AI trademark that is accessible from a web browser or other method designated by Ruse AI from time to time, including the software and hardware infrastructure necessary for its operation.
“Documentation” means any human-readable documentation provided by Ruse AI describing the Application features and facilitating the configuration of the Application.
“Fees” means the fees payable by the Customer in consideration for the Software Services, as set forth in the terms of the subscription selected by the Customer.
“Hosting Provider” means a provider retained by Ruse AI to provide the hardware and software infrastructure necessary for the operation of the Application and the hosting of the Application and associated data.
“Individual Game Data” means all data related to Customer’s use of the Application as associated with Customer’s individual profile, including bets, decisions, cards, gains, losses, strategies.
“Login Credentials” means a method, including a username and password, for a user to access a specific account on the Application. “Personal Information” means information about an identifiable individual.
2.1 Nature of services
Subject to compliance with the terms and conditions of this Agreement by the Customer, Ruse AI allows the Customer to access and use the Application in accordance with these terms.
The Software Services do not include any commitment or undertaking from Ruse AI regarding the results that may be obtained by Customer by using the Application.
2.2 Intellectual Property
The Customer acknowledges that no transfer of intellectual property is effected by this Agreement and that the Customer may not claim any intellectual property rights in the Application, in the content accessible through the Application or in the Documentation. Except as expressly provided herein, Ruse IA reserves all of its rights in the Application, all of its components, all content available through the Application and the Documentation.
The Application may be updated from time to time and new features may be added to the Application. Ruse AI will make such updates and new features available to the Customer at its sole discretion and makes no commitment regarding the development of future versions of the Application. The Customer acknowledges that its subscription is not based on any promise of development of a future feature nor on any communication from Ruse AI regarding a future feature of the Application.
Ruse AI and/or its Hosting Providers may from time to time perform maintenance on the Application. Ruse AI will use reasonable efforts to ensure that maintenance is carried out in a manner that minimizes the impact of periods of unavailability of the Application. When maintenance resulting in a period of unavailability of the Application is scheduled in advance, Ruse AI will notify the Customer of the time and expected duration of unavailability.
The Customer acknowledges that maintenance work is necessary for the proper operation of the Application and that the unavailability of the Application due to maintenance does not constitute a failure to provide the Software Services.
2.5 Third party services
2.6 Login Credentials
The Customer is responsible for maintaining control and security over the Login Credentials and shall be solely responsible for any action taken under his/her Login Credentials whether or not such access or use is authorized by the Customer.
The Customer agrees to promptly notify Ruse AI if a Login Credential is compromised or if the Customer has reason to believe that a Login Credential may be used in an unauthorized manner.
2.7 Limits of use
The Software Services may be offered to the Customer in the form of a subscription plan comprising usage limitations. Where applicable, the Software Services are limited:
1. To the features included in the subscription selected by the Customer, if applicable.
2. By the usage limits imposed by the subscription selected by the Customer, if any.
2.8 Permitted use
Customer is authorized to use the Application and Documentation for his/her own poker training purposes. Customer is not permitted to use the Application and Documentation for any other purpose or to commercialize access to the Application in any form.
2.9 Prohibited use
The Customer agrees not to, directly or indirectly, do the following nor to allow or tolerate that anyone do the following:
1. access, or attempt to access, the source code or object code of the software included in the Application;
2. copy all or part of the Application, the content available through the Application (except Individual Game Data) or the Documentation, except as expressly permitted by these terms;
3. decompile, disassemble or reverse engineer the Application, in whole or in part, or create any derivative work in whole or in part of the Application or the Documentation;
4. access or attempt to access data belonging to other Ruse AI customers;
5. do anything that a reasonable person would consider would impose an unreasonable load on the Application;
6. use the Application or Documentation to develop software or services that are similar or offer the same features;
7. use the Application to perform comparative performance tests (benchmarking);
8. disable or circumvent any protection mechanism related to the Application or Documentation;
9. use Ruse AI’s trademarks or logos without the express written permission of Ruse AI;
10. upload content to the Application that violates applicable law or infringes the intellectual property rights of third parties;
2.10 Usage audit
2.11 Minimum configuration
The Customer acknowledges that the use of the Application requires computer systems and an Internet connection that meet the minimum configuration standards reasonably determined by Ruse AI from time to time, if any.
2.12 Mobile Applications
The Software Services do not include any professional services or technical support. Ruse IA may provide technical support or advice to users of the Application in its sole discretion and on terms determined in Ruse AI’s sole discretion, but makes no commitment in this regard.
4.1 Hosting provider
The Customer agrees that the Application and Individual Game Data may be hosted by a third party. Ruse AI may change its hosting provider at its sole discretion. The Customer acknowledges and agrees that Individual Game Data and Personal Information may be stored in facilities located in jurisdictions other than Quebec or Canada and that the entities operating these facilities may be subject to laws different from those applicable in the Customer’s jurisdiction.
4.2 Safety standards
Ruse AI shall select Hosting Providers that offer industry standard security measures and that commit in writing to Ruse AI to maintain the confidentiality of Individual Game Data and to use Individual Game Data only for the purposes necessary to provide the hosting services agreed upon with Ruse AI.
Ruse IA will use reasonable efforts to retain Individual Game Data during Customer’s subscription, but makes no commitment to back up any data collected or generated by the Application. Customer must use its own backup strategy and export its Individual Game Data accordingly.
Ruse AI is the sole and exclusive owner of all data generated through the Application. Ruse AI undertakes not to use Individual Game Data other than to the extent necessary to provide the Software Services or after having been duly authorized to do so by the Customer.
5.2 Limited license
Ruse IA grants Customer a non-exclusive, worldwide, royalty-free license to reproduce, use and modify Customer’s Individual Game Data to the extent permitted by the features of the Application when the Individual Game Data is hosted on the Application and in any way when exported from the Application. The license on Individual Game Data exported from the Application is perpetual and irrevocable.
5.3 Analytics data
Ruse AI and its Affiliates may generate Analytics Data using, in part, Individual Game Data and information derived from Customer’s use of the Application. Analytics Data including information allowing the identification of a Customer is never used other than for the benefit of such Customer or with the Customer’s consent.
Analytics Data may be used for the following purposes:
1. Improving the Application’s features;
2. Providing technical support and improving technical support;
3. Training and development of algorithms;
4. Auditing of the security of the Application;
5. Identifying of trends and creating comparative analyses (without reference to a specific Customer);
Protection of personal information
If the Customer or any person having access to the Application under these terms communicates with Ruse AI about improvements and modifications to the Application or the Software Services (“Feedback”), the Customer acknowledges that: (i) Ruse AI has no obligation of confidentiality, express or implied, with respect to the Feedback (except regarding information otherwise deemed confidential hereunder) ; (ii) Ruse AI is entitled to use or disclose (or choose not to use or disclose) the Feedback for any purpose whatsoever, in any manner whatsoever, on any medium whatsoever, anywhere in the world; (iii) Ruse AI may already have considered or be developing the same or similar elements to those mentioned in the Feedback; and (iv) no remuneration or compensation will be paid by Ruse AI in consideration of the Feedback.
Fees and billing
In consideration of the Software Services, the Customer agrees to pay Ruse AI the Fees provided for in the package selected when subscribing to the Software Services.
The Fees do not include applicable taxes, including sales, value-added, goods and services, special and harmonized taxes.
The Customer is responsible for all applicable taxes arising from or resulting from its subscription to the Application or the provision of the Software Services except taxes levied on the income of Ruse AI and its Affiliates and taxes collected by Ruse AI to be remitted to tax authorities. To the extent that Ruse AI charges such taxes, they are calculated using the applicable tax rates based on the billing address provided by the Customer. These amounts are in addition to the Fees and will be charged to the Customer. If the Customer is exempt from paying taxes, the Customer must provide proof of such exemption, which in some jurisdictions includes an original certificate, which meets the applicable legal requirements attesting to the exemption status. Any tax exemption will only apply from the date on which Ruse AI is satisfied with the satisfactory proof of exemption, in its sole discretion. If Ruse AI does not charge taxes, Customer is responsible for determining whether taxes are due, and if so, for remitting any applicable taxes to the appropriate tax authorities in its jurisdiction.
8.3 Suspension of services
If the Fees are not paid when due for any reason, Ruse AI will send a written notice to the Customer and may suspend the Software Services and access to the Application 10 days after receipt of this notice if the Customer does not pay all Fees due in full.
Any amount payable to Ruse AI and not paid 30 days after the due date bears interest at an annual rate of 18%, compounded monthly.
Ruse AI’s obligations with respect to Confidential Information do not apply to any information:
1. Which becomes public knowledge through no fault of Ruse AI;
2. Which was already known to Ruse AI before it was disclosed by the Customer;
3. Which is developed independently by Ruse AI;
4. Which is disclosed to Ruse AI by a third party who is not bound by an obligation of confidentiality to the Customer;
9.3 Permitted disclosure
Ruse AI may disclose and/or use the Confidential Information if it is compelled to do so by an order of a court or competent authority in accordance with applicable law, provided that reasonable steps have been taken, if possible, to notify the Customer of such forced disclosure or use and to allow the Customer to take appropriate steps to protect the Confidential Information.
10.1 No warranty
The Application and the Software Services are provided by Ruse AI “as is” and without any warranty, express or implied. The parties acknowledge that any warranty provided by law that may be disclaimed by contract is hereby excluded. Ruse AI does not warrant (a) that the Software Services will be rendered in an uninterrupted, secure, error-free, accurate and complete manner, (b) that the Customer will obtain any results following the use of the Application or the Software Services.
Limitation of liability
11.1 Nature of the contract
The parties acknowledge that Ruse AI’s obligation hereunder is limited to the provision of a software tool including certain functionalities facilitating poker training and does not include any obligation to provide advice or any commitment regarding the results obtained by using the Application. The Customer is responsible for ensuring that the Application is adequate for its needs.
11.2 **Exclusion of certain damages **
Subject to any public policy limitations provided by law that cannot be waived by contract, Ruse AI disclaims any liability for any indirect or consequential damages, including punitive, incidental or special damages, arising out of the Software Services, the Customer’s use of the Application, or Ruse AI’s failure to provide the Software Services, whether such liability is based on contract, tort, negligence, strict liability or any other legal theory, even if Ruse AI has been advised of the possibility of damages that may be caused to Customer by the provision of the Software Services or by any interruption or suspension of the provision of the Software Services.
Without limiting the generality of the foregoing, the parties exclude Ruse AI’s liability for damages for loss or corruption of data, loss of profits or business opportunities, failure to realize expected savings, cost of replacement goods and services, fees and expenses of consultants or legal advisors. The Customer agrees that Ruse AI will not be liable for damages caused directly or indirectly by the Customer’s decisions based on data obtained through the Application, even if such data is erroneous due to a defect in the Application.
11.3 Monetary limitation
Subject to the limitations of public order provided for by law that cannot be set aside by contract, Ruse AI’s liability based on the present contract will be limited to a sum corresponding to the Fees paid by the Customer during the 12 months preceding the occurrence generating liability.
12.1 By the Customer
The Customer agrees to indemnify, defend and hold harmless Ruse AI and its directors, officers, employees, shareholders, consultants and Affiliates (collectively the “Ruse AI Indemnitees”) from and against any and all third party claims brought against any of the Ruse AI Indemnitees (including, without limitation, any direct or indirect costs, losses, liabilities, fines, judgments, costs, interest, penalties or expenses, including reasonable disbursements and fees of their legal counsel, which they may incur as a result of any such claims) arising from:
2. gross negligence or intentional wrongful acts of a member of the Customer in connection with Customer’s use of the Application.
12.2 By Ruse AI
Ruse AI agrees to indemnify, defend and hold harmless the Customer from and against any third party claims brought against the Customer (including, without limitation, any direct or indirect costs, losses, liabilities, fines, judgments, costs, interest, penalties or expenses, including reasonable disbursements and fees of their legal counsel, which they may incur) arising from an alleged infringement of a third-party intellectual property right existing in Canada by the Application or the Software Services, except if such infringement results from the use of the Application with a product not provided or approved by Ruse AI, any unauthorized use of the Application or use contrary to Ruse AI’s instructions, a trial or “beta” functionality, any modification of the Application by a person not authorized by Ruse AI.
12.3 Preventive measures
If Ruse AI determines or reasonably suspects that the Application may infringe the intellectual property rights of a third party, Ruse AI may, at its option: (a) procure the right to continue to provide the Application to the Customer, (b) replace any potentially infringing element with another non-infringing functionally equivalent element, or (c) immediately suspend the Customer’s access to any potentially infringing element of the Application and reimburse the Customer for the Fees paid in advance associated with such element.
In order to benefit from the provisions of this Section , the party seeking indemnification must promptly notify the indemnifying party in writing no later than ten (10) days after the indemnifying party becomes aware of a claim or reasonably should become aware of a claim. The indemnifying party shall then be at liberty to conduct the defense of such claim and to retain counsel reasonably acceptable to all parties, but shall not settle or make any admission of liability without the consent of the indemnified party, who shall not unreasonably withhold consent.
Duration and termination
13.1 Duration of the contract
The duration of the Customer’s subscription to the Application and the Software Services is determined by the subscription package selected by the Customer.
13.2 Fixed-term subscription
Insofar as the Customer has subscribed to a fixed-term subscription, the parties expressly exclude the application of Articles 2125 to 2129 of the Civil Code and agree that the subscription may only be terminated by the Customer in the event of failure by Ruse AI to fulfill its obligations.
13.3 Termination of the contract
Ruse AI may terminate the Customer’s subscription and stop providing the Software Services immediately if the Customer fails to comply with his obligations under this contract and does not remedy such failure within 10 days of a written notice stating the default.
13.4 End of the contract
In the event that this agreement is terminated or ceases to be in force for any reason, Ruse AI agrees to return to the Customer any documentation or material belonging to the Customer and to use commercially reasonable efforts to allow the Customer to take possession of Individual Game Data.
The obligations of the parties with respect to intellectual property, confidentiality, indemnification and fees owed to Ruse AI shall continue to apply notwithstanding the termination of the agreement.
Upon termination of this Agreement for any reason, Ruse AI will retain and allow the Customer to download Individual Game Data hosted through the Application in a format in Ruse AI’s discretion for a minimum period of thirty (30) days. At the end of this period, Ruse AI may destroy or anonymize the Individual Game Data without further notice.
The parties agree that this Agreement shall supersede any prior agreement between the parties with respect to the provision by Ruse AI of the Software Services (or services substantially similar to the Software Services) to the Customer.
Any notice required or permitted to be given under this Agreement shall be in writing by means of a message delivered in person, in which case the notice shall be deemed to have been received on the day of delivery, or sent by email from the email address of one party to the email address of the other party, in which case it shall be deemed to have been received on the next business day after it is sent. The parties are free to change their e-mail addresses by providing written notice to the other party in accordance with this section.
14.3 Applicable law
This Agreement shall be governed in all respects by, and construed in accordance with, the laws in force in the Province of Quebec, including the laws of Canada applicable therein, including any question as to its validity or enforcement.
14.4 Dispute Resolution
The parties agree to choose the judicial district of Montreal, Province of Quebec, to the exclusion of any other judicial district that may have jurisdiction, as the exclusively appropriate venue for the institution and hearing of any legal proceedings relating to this contract.
14.5 No Waiver
The failure of Ruse AI to exercise its rights under this agreement, or the delay in exercising them, shall not constitute a waiver by Ruse AI of any right. Any waiver of a right under this Agreement shall be effective only if made expressly and in writing.
14.7 Independence of provisions
To the extent possible, each provision of this Agreement shall be construed so as to be enforceable and valid under applicable law, but in the event that any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason under applicable law or regulation in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity of the remaining provisions of this Agreement.
The Customer may not assign or otherwise transfer any of its rights and obligation under this Agreement without the prior written consent of Ruse AI which shall be at Ruse AI’s sole discretion.