Terms of Use

Last updated on: June 15, 2022

1. Services and Acceptance

The Imprimo website, https://imprimo.ca/ (the "Website"), is administered by Prescient Innovations Inc. ("Prescient") located at 69 Yonge Street, Suite 1100, Toronto, ON, M5E 1K3 Canada. In these Terms of Use, the "Imprimo", "We", and "Us" mean Prescient, and "our" means Prescient’s.

The services offered through the Website include various services to help you claim and/or learn about the copyright(s) existing in a work of visual and/or multimedia art. Any such service offered by Prescient is referred to in these Terms of Use as a "Service", collectively "the Services".

By using any Service, including browsing the Website, you are agreeing to be bound by the following terms and conditions (the "Terms of Use"), as well as the Imprimo Privacy Policy. If you do not agree to these Terms of Use, or any document referred to in the Terms of Use, including the Imprimo Privacy Policy cease using the Website and all other Services. Prescient may amend these Terms of Use at any time, with or without notice, for any reason, and at our sole discretion, by posting the relevant amended and restated Terms of Use on the Website, available at https://imprimo.ca/terms with such amendments to the Terms of Use effective as of the date of posting. Your continued use of Services after the amended Terms of Use are posted to the Website constitutes your acceptance of the amended Terms of Use. If you do not agree to any changes to the Terms of Use, do not continue to use our Services.

Some Services may be provided free-of-charge, while other Services require payment prior to use ("Paid Subscriptions"). Prescient may also offer special promotions or Services at its discretion. From time to time, Prescient may offer trials of Paid Subscriptions for a specified period free of charge or at a discounted price ("Trials"). Paid Subscriptions may be purchased by paying a subscription fee in advance on a monthly basis. By participating in a Trial, you agree to any terms and conditions specific to the relevant Trial. Participation in a Trial may be contingent on providing credit card information. If you sign up for a Trial, you authorise Prescient to charge you the agreed price on a monthly basis until you cancel the Paid Subscription. All purchases are non-refundable.

All prices shown on the Website are exclusive of any transaction taxes. Prescient will levy and collect any applicable Canadian transaction taxes, including Goods and Services Tax ("GST/HST"), Quebec Sales Tax or any other transaction tax that it is legally required to levy and collect on its sales of books. Taxes are levied based on the payment and address information you provide. In the event of a change of tax rate, Prescient may automatically update the tax rate charged based on the account and payment information you provide. If you are located outside of Canada, additional taxes may be levied in your jurisdiction and you agree to bear the responsibility for payment of same.

From time to time, Prescient may change the price for the Services, and will notify you of any price changes in advance. Any change in price will be effective at the start of the next payment cycle after the date of the price change. Subject to applicable law, you will have accepted the price change by continuing to use the Services after the effective date of the price change. You can reject the change by cancelling your Services prior to the price change going into effect.

Your payment to Prescient for any Paid Subscription will automatically renew at the end of the applicable payment cycle, unless you cancel your Paid Subscription before the end of the then-current payment cycle.

You may cancel your Services (either a Paid Subscription, a Trial, or another Service, as the case may be) by logging into your account and clicking "Cancel Subscription". You will receive a confirmatory email once your subscription has been cancelled. Once your subscription has been cancelled, at the end of the applicable payment cycle your Materials (as further defined in Section 3 of these Terms of Use) will be hidden from public view but will still be viewable to you by logging into your Account.

Any new features or tools which are added to the current Services shall also be subject to these Terms of Use. If you do not accept such amendments, you must cease use of our Services.

In addition to these Terms of Use, you also agree to be bound by the third-party terms and policies applicable to services provided by Third Party Providers, as defined in Section 16 of these Terms of Use. You grant Third-Party Providers permission to access, collect, and process your data and other Materials, and to take any other actions as required for the interoperation of Third-Party Services, as defined in Section 16 of these Terms of Use, with the Services and any exchange of data or other Materials or other interaction between you and the Third-Party Provider is solely between you and such Third-Party Provider. Prescient is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of a Third Party Service or the access, processing or handling by a Third-Party Provider of your data or other Materials.

2. General Conditions

You may not use the Services for any illegal or unauthorized purpose, nor may you, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your jurisdiction, or the laws of Canada and the Provinces and Territories of Canada. You will comply with all applicable laws, rules and regulations in your use of the Services and your performance of obligations under these Terms of Use. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services without the express prior written permission of Prescient.

You shall not purchase search engine or other pay-per-click keywords (such as Google AdWords), or domain names that use any trademark belonging to Prescient or any trademark confusingly similar thereto.

You understand that your data and/or your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes necessary to conform and adapt to technical requirements of connecting networks or devices.

These Terms of Use may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Use and Prescient’s Terms of Use available in another language, the most current English version of the Terms of Use at https://imprimo.ca/terms will prevail.

All the terms and provisions of these Terms of Use shall be binding upon and inure to the benefit of the parties to these Terms of Use and to their respective heirs, successors, permitted assigns and legal representatives. Prescient shall be permitted to assign these Terms of Use without notice to you or consent from you. You shall have no right to assign or otherwise transfer these Terms of Use, or any of your rights or obligations hereunder, to any third party without Prescient’s prior written consent, to be given or withheld at Prescient’s sole discretion.

3. Accounts

To register for an Imprimo account ("Account") you must provide your full legal name, a valid email address, and any other information indicated as required.

To open an Account, you must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services.

You acknowledge that Prescient will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you.

You are responsible for keeping your account information, including password, secure. Prescient cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

Your Account is non-transferable.

You are responsible for all activity conducted through your account and for content such as photos, images, videos, graphics, written content, biographical details, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on, through or in connection with your Account ("Materials").

4. Prescient’s Rights

We reserve the right to refuse a Service to anyone for any reason at any time.

We reserve the right to modify or terminate the Services (or any part thereof, including your Account) at any time, with or without notice, for any reason, and at our sole discretion.

Termination of these Terms of Use shall be without prejudice to any of our rights which may have arisen prior to the date of such termination.

Prescient shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service.

Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.

Prescient may not pre-screen, screen, audit, review, moderate, or otherwise verify Materials. If you wish to dispute a claim associated with any Materials, please send an email to info@imprimo.ca Prescient may, at our sole discretion, remove any Materials from the Service.

In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Such documentation may include, but is not limited to, government-issued photo ID.

Prescient retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful owner, without prejudice to any other rights and remedies available to us, Prescient reserves the right to disable an Account, at our sole discretion, permanently or temporarily until resolution has been determined between the disputing parties.

5. Survival

Sections 1, 2, 4, 5, 6, 8, 10, 11, 12, 13, 14, and 16 will survive the termination of these Terms of Use.

6. Confidentiality

"Confidential Information" shall include, but shall not be limited to, any and all information associated with Prescient’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Prescient’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices. You agree to use any Confidential Information solely in accordance with these Terms of Use. You further agree not to disclose Confidential Information to third parties.

7. Beta Services

From time to time, Prescient may, in our sole discretion, invite you to use, on a trial basis, pre-release features that are in development and not yet available to all users ("Beta Services"). Beta Services may be subject to additional terms and conditions, which Prescient will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Prescient’s Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your use of the Beta Services without Prescient’s prior written consent. Prescient makes no representations or warranties that the Beta Services will function. Prescient may discontinue the Beta Services at any time at our sole discretion. Prescient will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Prescient may change or not release a final or commercial version of a Beta Service at our sole discretion.

8. Feedback and Reviews

Prescient welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion or related content or any review of the Services, Third-Party Services or any Third-Party Providers (collectively, "Feedback") to Prescient be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to Prescient, you waive any and all rights in the Feedback and agree that Prescient is free to implement and use the Feedback if desired, as provided by you or as modified by Prescient, without obtaining permission or license or additional waiver from you or from any third party. Any reviews of a Third-Party Service or Third-Party Provider that you submit to Prescient must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. Prescient reserves the right (but has no obligation) to remove or edit Feedback of Third-Party Services or Third-Party Providers.

9. Open source licensing

The Website includes MIT, Apache 2.0 , and BSD open source software.

10. Rights of Third Parties

Save for Prescient and our affiliates, partners, and users of the Services (including without limitation anyone accessing the Services pursuant to these Terms of Use), no person or entity who is not a party to these Terms of Use shall have any right to enforce any term of these Terms of Use, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.

11. Privacy & Data Protection

Prescient is firmly committed to protecting the privacy of your personal information. By using the Services, you acknowledge and agree that Prescient’s collection, usage and disclosure of your personal information is governed by the Imprimo Privacy Policy.

Questions about our Privacy Policy should be sent to Prescient privacy@prescientinnovations.com

12. Limitation of Liability

You expressly understand and agree that, to the full extent permitted by applicable laws, Prescient shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, and/or data or other intangible losses resulting from the use of or inability to use the Services.

To the full extent permitted by applicable laws, in no event shall Prescient or our parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, suppliers or providers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our Website, any other Services or these Terms of Use (however arising, including through negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, suppliers and providers harmless from any claim or demand, including reasonable attorneys’  fees, made by any third party due to or arising out of your breach of these Terms of Use or the documents it incorporates by reference, or your violation of any law or the rights of any third party.

Your use of the Services is at your sole risk. The Services are provided on an "as is" and "as available" basis without any warranty or condition, express, implied or statutory.

Prescient does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable or that the quality of any products, services, information, or other materials obtained or purchased by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

The Website contains links to third-party websites which are not under the control of Prescient. Prescient makes no representations whatsoever about any third-party website which you may access through the Website. When you access a third-party website through the Website, you do so at your own risk, and Prescient is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on such websites. Links to third-party websites are provided on this Website merely as a convenience, and the inclusion of such links on the Website does not imply that Prescient endorses or accepts any responsibility for the content or use or access of such websites.

13. Law

These Terms of Use shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws ("Governing Law"). The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use and is hereby expressly excluded. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario in the City of Toronto with respect to any dispute or claim arising out of or in connection with these Terms of Use.

14. Complete Agreement and No Waiver

The failure of Prescient to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use, including the documents it incorporates by reference, constitute the entire agreement between you and Prescient governing your use of the Services and your Account, and supersede any prior agreements between you and Prescient relating to same (including, but not limited to, any prior versions of these Terms of Use).

15. Severability

If any provision, or portion of a provision, in these Terms of Use is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of these Terms of Use, and these Terms of Use will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within these Terms of Use.

16. Third-Party Providers

Prescient may from time to time enable third-party software, applications ("Apps"), products, services or website links (collectively, "Third-Party Services"). Your use of Third-Party Services is solely between you and the applicable third-party services provider ("Third-Party Provider"). As stated in Section 1, in addition to these Terms of Use, you also agree to be bound by the additional terms applicable to services that are provided by such third-party services providers ("Third Party Providers").

Any use by you of Third-Party Services through the Services, including through the Website, is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third-Party Services before using them. Further to Section 1, you grant us permission to allow the applicable Third-Party Providers, which may be located in other countries, to access your data and other Materials and to take any other actions as required for the interoperation of Third-Party Services with the Services.

We do not provide any warranties or make representations to you with respect to Third-Party Services. You acknowledge that Prescient has no control over Third-Party Services and shall not be responsible or liable to you or anyone else for such Third-Party Services.

The relationship between you and any Third-Party Provider is strictly between you and such Third-Party Provider. Prescient is not obligated to intervene in any dispute arising between you and a Third-Party Provider.

Under no circumstances shall Prescient be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever that result from any Third-Party Services or your relationship with any Third-Party Provider. These limitations shall apply even if Prescient has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, suppliers, and providers harmless from any claim or demand, including reasonable attorneys’  fees, arising out of your use of a Third-Party Service or your relationship with a Third-Party Provider.

17. Permissions

Except for Materials and as otherwise specified, the content contained on this Website is copyright © 2021 Prescient. All rights reserved. Except as specifically permitted herein, no portion of the content on this Website may be reproduced or distributed in any form or by any means without the prior written permission of its owner.

The PRESCIENT and IMPRIMO trademarks, including without limitation the PRESCIENT and IMPRIMO word marks and design marks, are the exclusive property of Prescient, and may not be used or reproduced without Prescient’s prior written permission. All third-party trademarks, trade names or company names referenced on this Website are used for identification purposes only and are the property of their respective owners.

All images, audio clips, and video clips reproduced on this site are provided free of charge for research and/or private study purposes only. Any other use, distribution or reproduction thereof without the express permission of the copyright holder is subject to limitations imposed by law. Any commercial exploitation of the images, audio clips, and video clips is strictly prohibited.

Prescient reserves the right to revoke the above permission at any time, and any use shall be discontinued immediately upon notice from Prescient.

18. Interpretation

All questions or disputes regarding the use of the Website and the interpretation of these Terms will be resolved by us at our sole discretion.

The division of these Terms of Use into sections, subsections and other subdivisions, and the insertion of headings, are for convenience of reference only and should not affect their interpretation. Also, the word "including" means "including without limitation".