Terms of Service

Last updated: April 19, 2021

These Terms of Service (individually and together with the Community Guidelines, "Terms" or "Agreement") are between RiceBox Lab, Inc. ("Mouthful," "we," "our," "us") and you, an individual user ("you," "your," "yours"), and govern your use of Mouthful’s website or mobile software applications that have been made available on the Mouthful website or for download (each, an "App," and together, the Apps) and any related websites or other online properties owned or controlled by Mouthful (together with the Apps, the "Service").

1. INTRODUCTION AND OVERVIEW

These Terms constitute a legally binding contract between you and Mouthful.

You agree that by clicking on one of the "Account Creation Options'' (Google, Facebook, Phone Number, Email) or similar, registering, accessing or using the Apps or the Service, you are agreeing to enter into a legally binding contract with Mouthful (even if you are using our Apps or Service on behalf of a company). The Agreement includes these Terms and Mouthful’s Community Guidelines.

The Service cannot be provided and the Terms cannot be performed without Mouthful processing information about you and other users. Processing of the information you share with Mouthful is essential to the Service which we provide and is a necessary part of our performance of the Agreement. Our Privacy Policy describes how we collect, use, share, and store your personal information. If you do not agree to this Agreement or to the use of your personal information in accordance with our Privacy Policy, do not click on one of the "Account Creation Options" or similar and do not access or otherwise use any portion of the Service.

Read these Terms carefully. They govern your use of the Service and include legal provisions that limit our liability, including an arbitration clause that requires individual arbitration for certain potential legal disputes, where permitted by law. By installing the App or otherwise using any portions of the Service, you agree that you have read, understood, and agree to be bound by these Terms.

IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT USE ANY PORTION OF THE SERVICE.

As provided in greater detail in the Sections below (and without limiting the express language of these Terms), you:

1. acknowledge that you have read Mouthful’s Privacy Policy ("Privacy Policy"), which describes how we collect, use, and share your information.
2. agree that the Service is licensed, not sold to you, and you may use the Service only as set forth in these Terms.
3. agree that the use of the Service may be subject to separate third-party terms of service and fees, including, without limitation, your mobile network operator’s ("Carrier") terms of service and fees, including fees charged for data usage and overage, which are your sole responsibility.
4. agree that to the greatest extent permitted by law, Mouthful provides the Apps to you on an as is basis without warranties of any kind, and Mouthful’s liability to you is limited.
5. agree that where permitted by law, disputes arising between you and Mouthful will be resolved by binding individual arbitration. By accepting these Terms, as provided in greater detail in Section 18 below, you and Mouthful are each waiving the right to a trial by jury or to participate in a class action.
6. agree to the "Notice Regarding Apple" in Section 25 below.
7. agree that if you Post (defined below in Section 10.1) any Objectionable Content (defined below in Section 10.8) on the Service or otherwise violate these Terms , then Mouthful may—but has no obligation to—take any remedial action that Mouthful, in its sole discretion, deems appropriate, such as, without limitation, suspending or terminating your Account (defined below in Section 8), removing all of your User Content (defined below in Section 10.1) from the Service, and/or reporting you to law enforcement authorities, either directly or indirectly.

2. ELIGIBILITY TO USE THE SERVICE

Our Service is intended for general audiences. No one under 13 is allowed to use the Service.

TO USE THE SERVICE, YOU MUST BE AT LEAST 13 YEARS OF AGE OR SUCH OLDER AGE AS PRESCRIBED BY THE LAW OF THE PLACE WHERE YOU LIVE. IF YOU ARE UNDER 13 YEARS OF AGE, OR UNDER ANY HIGHER AGE OF CONSENT PRESCRIBED BY YOUR LOCAL LAW, THEN YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER.

By registering an account with Mouthful, you represent and warrant that (1) you are at least 13 years old if you reside in Canada and the United States, are at least 16 years old if you reside in the European Economic Area, or are such older age as prescribed by the law of the place where you live; (2) that you have a parent or legal guardian’s consent to this Agreement or are eligible to form a binding contract with Mouthful; (3) you will comply with these Terms; (4) your use of the Service does not violate applicable law; (5) you are not a convicted sex offender; and (6) you have not been previously suspended or removed from the Service by Mouthful.

3. CHANGES TO THESE TERMS

We may change these Terms from time to time.

You may read the current, effective version of these Terms at any time at this location, or by clicking Terms of Service in the App.

We will try to notify you of any material changes either within the App or through an email to the address associated with your account prior to the modifications becoming effective. The revised Terms will become effective at the time of posting.

BY CONTINUING TO USE THE SERVICE AFTER THE CHANGES BECOME EFFECTIVE, YOU AGREE TO THE REVISED TERMS.

4. CHANGES TO THE SERVICE

We are continually evolving our Service. We therefore expressly reserve the right to change, add to, suspend, discontinue, or retire any aspect of the Service at any time without prior notice. If we update the Service and you object to such change for any reason, your sole remedy is to stop using the Service.

5. PRIVACY

Your privacy is important to us. Please read our Privacy Policy to learn how we may collect and use your information. By using our Service, you acknowledge that Mouthful can collect, use, and share your information in accordance with our Privacy Policy.

6. COMMUNITY GUIDELINES

To keep our community fun, safe, and enjoyable, your use of the Service is subject to our Community Guidelines, which are part of these Terms.

7. YOUR USE OF THE SERVICE

Mouthful provides you with access to the Service free of charge, but to enjoy the full benefits of the Service and certain features or functionality, you must purchase subscription-based access to the Service.

In return for enjoying free or subscription-based access to the Service, you acknowledge and agree that Mouthful may generate revenues, increase goodwill, or otherwise increase the value of Mouthful from your use of the Service, and you will have no right to share in any such revenue, goodwill or value whatsoever. You further acknowledge that you have no right to receive any income or other consideration from any of your User Content (defined in Section 10.1 below).

If you purchase a subscription or sign up for a trial subscription to the Service, then the following terms apply:

1. Auto-Renewal. YOU AGREE THAT, ONCE YOUR SUBSCRIPTION PERIOD EXPIRES, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS EQUAL IN LENGTH TO THE IMMEDIATELY PRECEDING SUBSCRIPTION PERIOD UNLESS AND UNTIL YOU CANCEL YOUR SUBSCRIPTION.
2. Recurring Charges. YOU AUTHORIZE MOUTHFUL’S APPLICABLE SERVICE PROVIDER TO PROCESS YOUR PAYMENTS FOR ANY RENEWAL SUBSCRIPTION. SUBSCRIPTION PRICES WILL BE DISPLAYED TO YOU AT THE TIME OF PURCHASE. YOU WILL BE BILLED FOR THE SAME SUBSCRIPTION PLAN (OR THE MOST SIMILAR SUBSCRIPTION PLAN, IF YOUR PRIOR PLAN ARE NO LONGER AVAILABLE) AT THE THEN-CURRENT SUBSCRIPTION PRICE PLUS ANY APPLICABLE TAXES. YOUR PAYMENTS WILL BE PROCESSED FOR ANY RENEWAL SUBSCRIPTION USING THE SAME BILLING CYCLE AS YOUR CURRENT SUBSCRIPTION. IN OTHER WORDS, ON WHICHEVER DAY YOUR PAYMENT IS PROCESSED FOR YOUR CURRENT SUBSCRIPTION, YOUR PAYMENT WILL CONTINUE TO BE PROCESSED ON THAT DAY FOR ANY RENEWAL SUBSCRIPTION. ADDITIONAL TERMS AND CONDITIONS MAY APPLY UPON RENEWAL, AND SUBSCRIPTION FEES MAY CHANGE AT ANY TIME, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. MOUTHFUL MAY PARTNER WITH CERTAIN MOBILE CARRIERS TO OFFER YOU A SPECIAL DISCOUNT FOR THE SERVICE AND THE TERMS OF THE PAYMENT WILL BE SUBJECT TO SUCH OFFER.
3. Cancellation. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME (1) BY CONTACTING MOUTHFUL AT [email protected]; (2) THROUGH GOOGLE PLAY (IF YOU MANAGE YOUR MOUTHFUL SUBSCRIPTION THROUGH AN ANDROID DEVICE); OR (3) THROUGH APPLE ITUNES (IF YOU MANAGE YOUR MOUTHFUL SUBSCRIPTION THROUGH AN IOS-BASED DEVICE); (4) THROUGH DISCORD (IF YOU MANAGE YOUR SUBSCRIPTION THROUGH DISCORD). ANY CANCELLATION THROUGH [email protected] WILL NOT BE DEEMED EFFECTIVE UNTIL MOUTHFUL EXPRESSLY CONFIRMS THE CANCELLATION HAS OCCURRED IN WRITING. ONCE MOUTHFUL HAS CONFIRMED CANCELLATION IN ACCORDANCE WITH THE PRECEDING SENTENCE, YOU WILL NOT BE CHARGED FOR ANY SUBSEQUENT SUBSCRIPTION PERIOD. MOUTHFUL HAS NO OBLIGATION TO OFFER OR PROVIDE ANY REFUND FOR THE CANCELLATION OF ANY SUBSCRIPTION, BUT YOU CAN CONTINUE TO USE THE SUBSCRIPTION SERVICE UNTIL THE END OF THE SUBSCRIPTION PERIOD THAT YOU PAID FOR.

MOUTHFUL IS LOCATED IN CANADA AND AS SUCH IS NOT SUBJECT TO DIRECTIVE 2011/83/EU. NOTWITHSTANDING THE FOREGOING, IF YOU LIVE IN THE EUROPEAN ECONOMIC AREA, YOU ACKNOWLEDGE THAT THE SERVICE ENTAILS THE SUPPLY OF DIGITAL CONTENT WHICH IS NOT SUPPLIED ON A TANGIBLE MEDIUM. BY PURCHASING A SUBSCRIPTION YOU CONSENT TO MOUTHFUL IMMEDIATELY STARTING THE PERFORMANCE OF THE SERVICE BY GRANTING YOU ACCESS TO YOUR ACCOUNT. YOU ACKNOWLEDGE THAT AS A RESULT YOU DO NOT ENJOY ANY RIGHT OF WITHDRAWAL UNDER DIRECTIVE 2011/83/EU.

8. YOUR ACCOUNT

1. Registration. While you may always browse any public-facing portions of the Service without registering with Mouthful, to enjoy the full benefits of the Service, you must download the Apps and register an account with Mouthful ("Account").
2. Account Security. You are fully responsible for all activities that occur through your Account, so you should keep it secure. You agree to notify Mouthful Support via [email protected] if you suspect or know of any unauthorized use of your Account or any other breach of security with respect to your Account. Mouthful will not be liable for any loss or damage arising from unauthorized use of your Account.
3. Accuracy of Information. When creating an Account, provide true, accurate, current, and complete information as Mouthful requests. Update such information promptly, and as necessary to keep it current and accurate. You represent to Mouthful that the information provided upon the creation of your Account is accurate and that any email address you provide is an email address controlled by you. Mouthful reserves the right to disallow, cancel, remove, or reassign certain usernames and permalinks in appropriate circumstances, as determined by Mouthful in its sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which, in Mouthful's sole discretion, would or might constitute a violation of these Terms, cause damage to or impair the Service, infringe or violate any third-party rights, damage Mouthful's reputation, or violate any applicable laws or regulations. If messages sent to the e-mail address you provide are returned as undeliverable, then Mouthful may terminate your Account immediately without notice to you and without any liability to you or any third party.

9. MOUTHFUL CONTENT AND RIGHTS GRANTED TO YOU

1. License. Subject to your complete and ongoing compliance with these Terms, Mouthful grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free, and worldwide right and license to use the Service. Pursuant to this license, you may: (i) access and use an object code version of the Apps on any device that you own or control; and (ii) access and use the Service, solely for your personal, non-commercial use.
2. Mouthful Content. Except for User Content (as defined in Section 10.1 below), the content that Mouthful provides to Users on or through the Service, including, without limitation, any sound, video, text, graphics, photos, software, and interactive features, is protected by copyright or other intellectual property rights and owned by Mouthful or its third-party licensors (collectively, "Mouthful Content"). Mouthful Content is exclusively for use as part of the Mouthful Service and may not be exported outside of the Mouthful Service, except as explicitly permitted and endorsed by Mouthful. Any attempt to circumvent this provision is a violation of these Terms. Mouthful also solely owns all design rights, databases and compilations, and other intellectual property rights in and to the Service, in each case whether registered or unregistered, and any related goodwill.
3. Mouthful Marks. The Mouthful trademarks, service marks, and logos (collectively, the "Mouthful Trademarks") used and displayed on the Service are Mouthful’s registered and/or unregistered trademarks or service marks. Any other product and service names located on any part of the Service may be trademarks or service marks owned by third parties (collectively with the Mouthful Trademarks, the "Trademarks"). Except as otherwise permitted by law, you may not use the Trademarks to disparage Mouthful or the applicable third party, or in any manner that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any website without Mouthful’s prior express written consent. All goodwill generated from the use of any Mouthful Trademark will inure solely to Mouthful’s benefit.
4. Reservation of Rights. Mouthful hereby reserves all rights not expressly granted to you in this Section 9. Nothing in these Terms or on the Service will be construed as granting to you additional license rights in and to the Service or any Mouthful Content or Trademarks.

10. USER CONTENT AND RIGHTS YOU GRANT TO MOUTHFUL

1. "User Content" means any content that you or other Users upload, post, or transmit to or through the Service (collectively, "Post") including, without limitation, photographs, text, video or sound recordings, or audiovisual works, and any other works subject to protection under the laws of the Canada or any other jurisdiction, including, without limitation, patent, trademark, trade secret, and copyright laws. For clarity, User Content excludes any and all Mouthful Content. You may Post User Content and otherwise use and enjoy its various functionalities, subject to these Terms.
2. Ownership. SUBJECT TO ANY THIRD-PARTY RIGHTS IN ANY PRE EXISTING CONTENT THAT IS A PART OF YOUR USER CONTENT AND SUBJECT TO THE LICENSE YOU GRANT TO MOUTHFUL, YOU RETAIN OWNERSHIP OF ANY RIGHTS YOU MAY HAVE IN YOUR USER CONTENT, AND POSTING YOUR USER CONTENT DOES NOT TRANSFER OWNERSHIP OF YOUR RIGHTS.
3. License to Mouthful. You hereby grant Mouthful an unrestricted, assignable, sublicensable, royalty-free worldwide license to exploit and use ("Use") the User Content you Post by any means, for the purposes of: (i) advertising, marketing, and promoting Mouthful and the Service; (ii) displaying and sharing your User Content; and (iii) providing the Service as authorized by these Terms. You further grant Mouthful a royalty-free license to use your user name, image, voice, and likeness to identify you as the source of your User Content. Any User Content Posted by you or otherwise transmitted to Mouthful will be considered non-confidential and non-proprietary, and treated as such by Mouthful, and may be used by Mouthful in accordance with these Terms without notice to you and without any liability to Mouthful. To the greatest extent permitted by law and subject to our Privacy Policy, the license granted in this Section is irrevocable. Your license to Mouthful grants us the right to reproduce, distribute, publicly display, publicly perform, make available, create derivative works from, and otherwise Use any or all of your User Content. For the avoidance of doubt, the rights granted in this Section include, but are not limited to, the right to reproduce video or sound recordings and publicly perform and communicate video or sound recordings to the public, all on a royalty-free basis. This means that you are granting Mouthful the right to Use your User Content without the obligation to pay royalties to any third party. In consideration of the provision of the Service to you, you hereby unconditionally and irrevocably waive any moral rights in or to your User Content and all rights to object to derogatory treatment of the User Content which you may now or at any time in the future be entitled under European Union ("EU") law, the law of the constituent member states of the EU, and all rights of the same or similar effect or nature in any part of the world in favor of Mouthful, its assignees, licensees, designees and successors-in-title.
4. Enforcement Rights. As part of your license to Mouthful, you give Mouthful the right to enforce any copyrights you possess in your User Content against any third parties who copy, reproduce, distribute, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions and on a through-to-the-audience basis), make available, create derivative works from, retransmit from External Sites, or otherwise exploit and use, the User Content without Mouthful’s consent, including by using the Service or otherwise downloading your User Content off of the App or website.
5. You Must Have Rights to the Content You Post. By Posting User Content, you represent and warrant that you own or are fully authorized to grant the license set forth in these Terms in all elements of the User Content. You represent and warrant that: (i) the Posting and Use of your User Content does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any party; (ii) the Posting of your User Content will not require Mouthful to obtain any further licenses from or pay any royalties, fees, compensation or other amounts, or provide any attribution to any third parties; and (iii) the Posting of your User Content does not result in a breach of contract between you and a third party. You agree to pay all monies owing to any person as a result of User Content you Post.
6. Through-To-The-Audience Rights. All of the rights you grant in this Agreement are provided on a through-to-the-audience basis, meaning the owners or operators of External Sites will not have any separate liability to you or any other third party for User Content Posted or Used on such External Sites via the Service.
7. Waiver of Rights to User Content. By Posting User Content, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any similar rights in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain, or permit any action based on any moral rights that you may have in any User Content you Post.
8. Objectionable Content. You agree not to Post any User Content that could be interpreted in Mouthful’s sole discretion to be (i) abusive, bullying, defamatory, harassing, harmful, hateful, inaccurate, infringing, libelous, objectionable, obscene, offensive, pornographic, shocking, threatening, unlawful, violent, or vulgar, (ii) in violation of any applicable laws, (iii) putting other Users’ data privacy and security at risk; (iv) promoting any product, good or service; (v) promoting bigotry, discrimination, hatred, intolerance, or racism; or (vi) inciting violence (collectively, "Objectionable Content"). The Posting of any Objectionable Content may subject you to third-party claims and none of the rights granted to you in these Terms may be raised as a defense against any third-party claims arising from your Posting of Objectionable Content. Mouthful in its sole discretion may take any actions it deems necessary and/or appropriate against any User who Posts Objectionable Content, including, without limitation, warning the User, suspending or terminating the User’s Account, removing all of the User’s User Content, and/or reporting the User to law enforcement authorities, either directly or indirectly.
9. Screening Content. Mouthful does not pre-screen any User Content, but reserves the right to remove or delete any User Content in its sole discretion. In addition, Mouthful has the right—but not the obligation—in its sole discretion to remove or delete any User Content: (i) that Mouthful considers to violate these Terms or applicable law; (ii) that Mouthful considers to be Objectionable Content; or (iii) in response to complaints from other Users with or without notice and without any liability from Mouthful to you. Mouthful also has the right—but not the obligation—to take remedial action in connection with any Objectionable Content Posted as described more fully in the Community Guidelines. Mouthful recommends that you save copies of any User Content that you Post on your personal device(s) to the extent you want to ensure permanent access to copies of such User Content.
10. User Content Posted by Others. Although Mouthful reserves the right to review or remove any User Content, we do not review all User Content, and we take no responsibility for the User Content that appears on the Service. User Content is the sole responsibility of the person or entity that Posts the User Content. As reflected in these Terms and in our Community Guidelines, we have no tolerance for Objectionable Content, and we do not want our Service put to any improper use, but we cannot guarantee that all User Content will always conform to these Terms. If you encounter any Objectionable Content on the Service, please immediately email Mouthful Support at [email protected]. Mouthful provides you with the ability to report Objectionable Content as a courtesy, and Mouthful has no obligation to remove or take any other action with respect to any Objectionable Content on the Service that you report to Mouthful.
11. No Liability. For the avoidance of doubt, Mouthful will not be liable for any use or misuse of User Content by any User.
12. Feedback. If you choose to provide Mouthful with input or suggestions regarding problems with or proposed modifications, enhancements or improvements to the Service ("Feedback"), including but not limited to any Feedback you provide if Mouthful invites you to participate in new product functionality testing, then you hereby grant to Mouthful a perpetual, irrevocable, non-exclusive, fully-paid, and royalty-free right to use and exploit the Feedback in any manner and for any purpose without any restriction, credit, attribution, or fees due to you

11. EXTERNAL SITES

Although the Service may contain links to or the ability to share information with third-party websites ("External Sites"), Mouthful does not endorse any External Sites. Mouthful is also not responsible for the content of any External Sites and does not make any representations regarding the content on such External Sites. All External Sites are developed and provided by others. The External Sites may have their own terms of service and privacy policies, and your use of those External Sites will be governed by and subject to such terms of service and privacy policies. You should contact the site administrator or webmaster for those External Sites if you have any questions or concerns regarding any content located on such External Sites or the terms governing your use of such External Sites.

If you decide to access any External Sites, purchase any content from External Sites, or subscribe to services offered by such External Sites, then you do so at your own risk. You agree that Mouthful will have no liability to you arising from your use or interaction with any External Sites.

12. CONSENT TO COMMUNICATIONS

You have consented to receiving electronic communications from Mouthful, including emails, push notifications, and text messages. We provide more information about how we use your information in our Privacy Policy.

If you registered for the Service using your telephone number or have updated your account information to provide your telephone number to us, you acknowledge and agree that we may send you notifications via text (SMS) messages at the telephone number associated with your account, until you notify us that you no longer wish to receive these messages.

You acknowledge that you are not required to consent to receive promotional text messages as a condition of using the Service.

You may control whether you receive promotional email communications by following the unsubscribe options on such promotional emails. You may also control whether you receive promotional text messages from Mouthful by replying STOP to any text message you receive. Please read our Privacy Policy to learn more about your choices regarding Mouthful’s use of your information.

THE FREQUENCY OF ELECTRONIC COMMUNICATIONS (INCLUDING PUSH NOTIFICATIONS ON YOUR MOBILE DEVICE) WILL VARY BASED ON THE KINDS OF NOTIFICATIONS YOU SIGN UP TO RECEIVE AND YOUR USE OF THE SERVICE. STANDARD TEXT MESSAGING RATES APPLY (INCLUDING WHERE APPLICABLE ROAMING CHARGES), SO PLEASE CONTACT YOUR MOBILE PHONE CARRIER FOR DETAILS AND FEES. YOU WILL BE RESPONSIBLE FOR ALL TEXT MESSAGING AND DATA PLAN FEES CHARGED BY YOUR MOBILE PHONE SERVICE.

13. TERM AND TERMINATION

1. Term. This Agreement, which commences upon your use of the Service, will continue to apply to you until terminated by either you or Mouthful.
2. Termination.
   1. You may terminate this Agreement at any time by sending written notification to Mouthful Support at [email protected], subject to your terminating all use of the service. If you wish to delete any of your User Content from the Service, you can ask Mouthful to do so by contacting Mouthful at [email protected].
   2. Mouthful may terminate this Agreement at any time with or without notice to you. Mouthful also reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to the Service at any time if you breach any provision of this Agreement or violate the rights of any third-party copyright owner.
3. Survival. Sections 2-4, 6-7, 8.2, 9.2, 9.3, 9.4 10-11, 13-21, 23-27, and all defined terms used therein, shall survive any termination of these Terms indefinitely.

14. MOBILE SERVICES

The Service will be accessible via a mobile phone, tablet, or other wireless device (collectively, "Mobile Services"). Your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices.

You are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may apply to your use of the Mobile Services, and how much your use of the Mobile Services will cost you.

15. WARRANTY DISCLAIMER

We make a significant effort to provide the best Service we can, but we make no promises, representation, warranties, or guarantees that the Service will operate as intended. Errors or other interruptions may cause the Service to not function as intended. By using the Service, you understand and accept this risk.

NEITHER MOUTHFUL NOR ITS AFFILIATES (COLLECTIVELY, "MOUTHFUL") MAKE ANY WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE AND ANY CONTENT AVAILABLE ON THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, RELIABILITY, COMPLETENESS APPROPRIATENESS, TIMELINESS, OR RELIABILITY THEREOF. MOUTHFUL WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF ANY CONTENT ON THE SERVICE, OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN, OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. AS A USER, YOU AGREE THAT YOU USE THE SERVICE AND ANY CONTENT THEREON AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT YOU UPLOAD TO THE SERVICE.

MOUTHFUL DOES NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR FREE, OR THAT THE SERVICE AND ANY CONTENT THEREON ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICE OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO MOUTHFUL PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.

THE SERVICE AND ALL CONTENT THEREON ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. ACCORDINGLY, TO THE GREATEST EXTENT PERMITTED BY LAW MOUTHFUL DISCLAIMS ALL WARRANTIES THERETO, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

16. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW: MOUTHFUL AND OUR SERVICE PROVIDERS (COLLECTIVELY, "MOUTHFUL PARTIES") SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, EXTRAORDINARY, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER ARISING OUT OF, RELATING TO, OR RESULTING FROM YOUR USE OR INABILITY TO USE OR ACCESS THE SERVICE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. MOUTHFUL’S LIABILITY, AND THE LIABILITY OF ANY OTHER MOUTHFUL PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF U.S. $100 OR THE TOTAL AMOUNT YOU HAVE PAID MOUTHFUL FOR SUBSCRIPTION-BASED ACCESS TO THE SERVICE AS OF THE DATE OF THE APPLICABLE CLAIM.

ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICE, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER, OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE THE MOUTHFUL PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

17. GOVERNING LAW

This Agreement is governed by the substantive laws of Ontario, Canada without regard to its laws that would direct the choice of any other jurisdiction’s laws.

If you are a consumer who lives in the EU, this Section 17 is without prejudice to any rights you may have under mandatory law which cannot be varied by contractual choice of law.

18. ARBITRATION

This Section 18 does not apply if you reside in the European Economic Area or in another jurisdiction which prohibits mandatory arbitration clauses in consumer contracts.

1. In the interest of resolving disputes between you and Mouthful in the most expedient and cost effective manner, you and Mouthful agree that any dispute arising out of or in any way related to this Agreement or your use of the Service will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND MOUTHFUL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT WILL BE SUBJECT TO AND GOVERNED BY THE STATUTES OF THE PROVINCE OF ONTARIO, CANADA.
2. Exceptions. Notwithstanding Section 18.1 above, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, province or state, or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
3. Arbitrator. If any dispute arises between the Parties relating to the application, interpretation, implementation or validity of this agreement, the Parties agree to resolve the dispute by arbitration using the Canadian Arbitration Association Expedited Arbitration Rules. The parties agree that the Canadian Arbitration Association Expedited Arbitration Rules give the parties a fair opportunity to present their case and respond to the case of the other side. The arbitration shall be held in Toronto, Canada (or virtually) and shall proceed in accordance with the provisions of the Arbitration Act (Ontario). The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
4. Notice; Process. A party who intends to seek arbitration must first send a notice of the dispute to the other party ("Notice"). Mouthful's email address for Notice is: [email protected]. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Mouthful may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Mouthful must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award, Mouthful will pay you the highest of the following: (1) the amount awarded by the arbitrator, if any; or (2) the last written settlement amount offered by Mouthful in settlement of the dispute prior to the arbitrator's award.
5. Waiver of Class Actions. YOU AND MOUTHFUL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Mouthful agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
6. Waiver of Jury Trial. YOU AND MOUTHFUL AGREE TO WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JURY. You and Mouthful are instead electing to have claims and disputes resolved by arbitration. In any litigation between you and Mouthful over whether to vacate or enforce an arbitration award, YOU AND MOUTHFUL WAIVE ALL RIGHTS TO A JURY TRIAL.
7. Modifications to this Arbitration Provision. Except as otherwise provided in this Agreement, if Mouthful makes any future change to this arbitration provision, other than a change to Mouthful’s address for Notice, you may reject the change by sending Mouthful written notice within 30 days of the change to Mouthful’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Mouthful.
8. Opt-out. You may opt out of this arbitration agreement. If you do so, neither you nor Mouthful can force the other to arbitrate. To opt out, you must notify Mouthful in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include your name and address, your Mouthful username and the email address you used to set up your Mouthful account (if you have one), and an unequivocal statement that you want to opt out of this arbitration agreement. You must either email your opt-out notice to [email protected].
9. Enforceability. If Section 18.5 above is found to be unenforceable, then the entirety of this Section 18 will be null and void. If this Arbitration Provision is invalidated in whole or in part, Section 19 shall govern any claim in court arising out of or relating to these Terms or your use of the Service.

19. VENUE

To the extent a claim, dispute, or controversy arises out of or in connection with these Terms or your use of the Service that is not subject to mandatory arbitration under Section 18, both you and Mouthful agree that all such claims and disputes will be litigated exclusively in the courts of the Province of Ontario, Canada and all courts competent to hear appeals therefrom. If that court would lack original jurisdiction over the litigation, then such claims and disputes will be litigated exclusively in the The Superior Court of Justice (Ontario, Canada). You and Mouthful consent to the personal jurisdiction of both courts.

20. TIME FOR FILING

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY CLAIM AGAINST MOUTHFUL MUST BE COMMENCED BY FILING A DEMAND FOR ARBITRATION UNDER SECTION 18 (OR BY FILING AN ACTION UNDER SECTION 19 TO THE EXTENT SECTION 18 DOES NOT APPLY) WITHIN ONE YEAR AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM. YOU AGREE THAT THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.

21. INDEMNITY

To the fullest extent permitted by law, you agree to defend, indemnify, and hold Mouthful harmless from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (a) your breach of this Agreement; (b) your access to, use, or misuse of Mouthful Content or the Service; or (c) your User Content.

Mouthful will provide notice to you of any such claim, suit, or proceeding. Mouthful reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section if Mouthful believes that you are unwilling or incapable of defending Mouthful’s interests. In such case, you agree to cooperate with any reasonable requests assisting Mouthful’s defense of such matter at your expense.

22. ADDITIONAL TERMS

From time to time, Mouthful may require you to agree to additional terms and/or policies that it makes available to you in connection with your use of the Service or in connection with a special promotion ("Additional Terms"). Except as expressly stated otherwise, such Additional Terms are hereby incorporated into and subject to this Agreement. This Agreement will control in the event of any conflict or inconsistency with the Additional Terms to the extent of the conflict or inconsistency.

23. SEVERABILITY

If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect.

24. LOCAL LAWS

We control and operate the Service from Mouthful’s headquarter in the province of Ontario, Canada. Mouthful makes no representation that materials on the Service are appropriate, lawful, or available for use in any location other than Canada. Those who choose to access or use the Service from locations outside Canada, do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Service from jurisdictions where the content or practices of the Service are illegal, unauthorized, or penalized is strictly prohibited.

25. NOTICE REGARDING APPLE

If you are using the Apps on an iOS-based device, you acknowledge that this Agreement is between you and Mouthful only, not with Apple, and Apple is not responsible for the Apps or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apps. In the event of any failure of any App to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Apps. Apple is not responsible for addressing any claims by you or any third party relating to the Apps or your possession and/or use of the Apps, including, but not limited to: (i) product liability claims; (ii) any claim that any App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that any App or your possession and use of any App infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Apps. Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of this Agreement.

You hereby represent and warrant that: (1) 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 (2) you are not listed on any Canadian Government list of prohibited or restricted parties.

26. GENERAL

1. If Mouthful provides a translation of the English language version of this Agreement, then the translation is provided solely for convenience, and the English version will prevail.
2. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Mouthful as a result of this Agreement or your use of the Service.
3. Failure of Mouthful to act on or enforce any provision of this Agreement will not be construed as a waiver of that provision or any other provision in this Agreement.
4. No waiver will be effective against Mouthful unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance.
5. Except as expressly agreed by Mouthful and you, these Terms constitute the entire agreement between you and Mouthful with respect to the subject matter hereof, and supersede all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein.
6. The Section headings herein are provided merely for convenience and will not be given any legal import.
7. This Agreement will inure to the benefit of Mouthful’s successors and assigns.
8. You may not assign this Agreement or any of the rights or licenses granted hereunder, directly or indirectly, without the prior express written consent of Mouthful. Mouthful may assign this Agreement, including all its rights hereunder, without restriction.

27. CONTACT US