AZURA

Terms & Coniditions

AZURA
USER TERMS OF SERVICE

Last updated: January 15, 2024

THIS USER TERMS OF SERVICE (the “User Terms”) applies to users of the AZURA Application, inclusive of the free and paid versions under Pro and Premium, mobile and desktop versions of the AZURA application, known as AZURA (collective the “App”). 

You (the “You”, “Your”, “User”, “Customer”) understands that by using AZURA, creating an AZURA account, accessing the AZURA application or website, with any associated software, upgrades, and documentation provided by AZURA, clicking a box indicating acceptance, navigating through a login page where a link to this User Terms is provided, executing a purchase order that references this User Terms, or providing another form of electronic acceptance, you agree to these terms. This User Terms constitutes a legal agreement between you and AZURA, a company in the Province of Ontario and will be effective as of the earlier of the date that the User accepts the terms of this User Terms or first accesses or uses the App (the “Effective Date”). “AZURA”, “We”, “our”, and “us” refers to the applicable AZURA entity in this User Terms.

These User Terms are to be read in combination with our End User License Agreement, Terms and Conditions, Privacy Policy, and Disclaimer. 

To the extent prohibited by applicable law, AZURA is not intended for and should not be used by anyone under the age of eighteen [18]. By accepting these terms, you represent that you are over the age of eighteen [18] and are the intended recipient for the Services. 

APPLICATION
1.1 By downloading, signing up, subscribing, or purchasing any or all of AZURA, AZURA will provide the User with all or some of the AZURA products, features, applications, services, technologies, and software as part of the version selected by the Azura.

LICENSE
2.1 Subject to these User Terms, AZURA grants you a revocable, non-sublicensable, non-assignable, non-transferable, non-exclusive limited license to download, install and use AZURA, including the mobile app or desktop version, for your personal, non-commercial purposes, in strict accordance with these terms and the documentation or instructions provided by AZURA.

2.2 Additional rights AZURA retains: (a) if the User selects an account name or username for your account, AZURA reserves the right to change such name or username if it is deemed to be inappropriate or necessary; (b) if the User uses content covered by intellectual property rights that AZURA has and/or makes available to the User, AZURA retain all intellectual property rights to such content; (c) the User can only use our intellectual property and trademarks or similar marks as expressly permitted with written permission; (d) the User must obtain written permission from AZURA to modify, creative derivative works of, decompile, or otherwise attempt to extract source code from AZURA. For the purposes of this section, intellectual property shall include the app’s name, logo, design, source code, algorithms, user interface, and any original content such as text, graphics, images, audio, and video. All rights to these elements are owned and retained by AZURA protected under applicable intellectual property laws. Any unauthorized use is strictly prohibited.

2.3 License Restrictions: the User shall not, and will not permit others to: (a) make AZURA available over a network or other environment by permitting use by multiple users or otherwise transfer or distribute AZURA; (b) reverse engineer, disassemble or decompile AZURA or otherwise derive or attempt to derive the source code or structure of AZURA (except as and only to the extent any foregoing restriction is prohibited by applicable law); (c) modify, reproduce, or create derivative works of AZURA; (d) remove any copyright or other proprietary notices contained in AZURA; (e) directly or indirectly export or reexport AZURA; (f) remove, circumvent, or interfere with any digital rights management or security tools or other similar technologies available on or in AZURA; (g) upload or distribute any computer viruses, worms, or any software intended to damage or alter the computer software, computer system or data; (h) send unsolicited advertising, promotional materials, spam, chain letters, pyramid schemes, or any other form of unsolicited messages, whether commercial or otherwise; (i) harvest or collect data regarding other users, including email addresses, without their consent; (j) attempt to gain unauthorized access to or interfere with servers or networks connected to or used with AZURA or violate the policies of such networks; (k) harass, interfere or otherwise interrupt with another users use and enjoyment of AZURA; (l) impersonate any person or entity, or misrepresent your relationship to or affiliation with a person or entity; (m) use AZURA to post content in violation with AZURA’s content policies; or (n) engage in any illegal or unlawful activity, whether intentionally or unintentionally. 

2.4 As part of the User Terms, the User will grant AZURA all permission(s) needed in order to provide AZURA subscription services to the User. 

USER ACCOUNT REGISTRATION AND SUBSCRIPTION CHANGES
3.1 The User is required to create an account to use AZURA. In creating an account the User agrees to provide truthful information. The User agrees to provide accurate, current and complete information as may be promoted by AZURA in connection with the Users registration for AZURA. The User also agrees to maintain the security of the identification and password associated with the access and use of AZURA and will immediately inform AZURA if the User becomes aware of any unauthorized access or use of the AZURA. Impersonating others or providing false information in connection with creating a user account is strictly prohibited and may result in termination of the Users access to AZURA.

3.2 If the User wishes to change their subscription level, the User may do so through their account billing and payment section. The change in billing will be instantaneous, or as otherwise outlined at the time of the change, and you will subsequently gain or lose access to the selected features of the subscription level. The User will be notified prior to their selection that the action of changing their subscription cannot be undone, and they may lose access to certain data stored within the application. 

USER CONDUCT AND USER CONTENT
4.1 AZURA enables the User and other users to transmit content, including voice messages, text messages and image messaging (“User Content”). By uploading, transmitting or otherwise providing User Content through AZURA, the User represents that they own or have the necessary rights to use, reproduce, and distribute such User Content. The User authorizes AZURA to use, reproduce, and distribute the User Content, and you grant AZURA a non-exclusive, transferable, sub-licenseable, royalty free, worldwise license to use, reproduce, modify, store, process and distribute such User Content for the purpose of providing, maintaining and improving AZURA.

4.2 The User agrees that they will not use AZURA to upload, transmit, or otherwise provide any User Content that is consistent with any of the following: (a) any User Content that violates any third party right, including copyright, privacy rights, right of publicity, or any other intellectual property rights; (b) that is unlawful, harassing, vulgar, defamatory, misleading, pornographic, obscene, patently offensive including material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, or otherwise objectionable; or (c) is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

4.3 AZURA retains the right to review any User Content that is used with AZURA, and retains the right to restrict posting, deleting, or modifying any User Content that in our judgment violates the User Terms, or may otherwise violate the rights of, harm, or threaten the safety of any other user or any other person, our system, or create liability for us or any user. AZURA may store User Content, but does not have any obligation to store User Content for a period of time or to create or provide the User with copies.

4.4 AZURA does not claim ownership of your content that you post on or through AZURA, and the User is free to share their content with anyone invited to be a user of AZURA. In order to do so, AZURA requires certain legal permissions from the User as part of the license. When the User shares, posts, or uploads content that is covered by intellectual property rights on or in connection with AZURA, the User hereby grants AZURA a non-exclusive, royalty-free, transferable, sub-licensable, worldwise license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content. This license will end when the User’s content is deleted from our systems by the User either deleting content individually or all at once by deleting their account. 

4.5 The User Content sent to other users will appear on other users’ Devices(s) and communications may also be stored in the AZURA database. Even if a User removes content from their Device or account, copies may remain viewable on the Devices of other users to whom the User Content was transmitted and may remain stored in our database. The User should be aware that User Content sent to other users cannot be removed from their Device(s) unless the other user removes the data. Users may also share any User Content sent to them.

4.6 The User may not state or imply that their User Content is in any way provided, sponsored or endorsed by AZURA. 

4.7 For Users located in Canada, the User must comply with the Copyright Modernization Act (“CMA”) and will act promptly to remove any infringing materials inclusive of any infringing User Content from AZURA if the User or AZURA receive a notice qualifying under the CMA. For Users located in the United States, the User must comply with the Digital Millennium Copyright Act (“DMCA”). For Users located in Europe, the User must comply with the European Electronic Commerce Directive.

4.8 AZURA may contain or display links to, or otherwise give you access to third party communications, content, websites, services or products (“Third Party Content”). The User acknowledges that AZURA does not control, monitor, investigate or endorse the Third Party Content, nor does AZURA guarantee the accuracy, completeness, quality, timeliness, validity, integrity, copyright compliance, legality, decency, quality, or any other aspect thereof, of any Third Party Content. By using AZURA, the User may be exposed to content that is offensive, indecent or otherwise objectionable. Your access to and use of Third Party Content is at the Users own discretion and risk. AZURA does not assume and shall not have any liability or responsibility to the User or any other person or entity in connection to use of Third Party Content. The User must comply with applicable Third Party agreements.

PAYMENT
5.1 To provide the User access to AZURA, the User agrees to the monthly subscription fee as indicated at the checkout page prior to downloading, signing up, subscribing or otherwise accessing AZURA. 

5.2 The User authorizes upon their first transaction for AZURA to charge their credit card account provided in accordance with the subscription selected. The subscription will be automatically charged to the User on the same day each month. The User agrees to provide complete, current, and accurate payment information and to update AZURA in the billing and payments section of their account should any payment information change, prior to the payment due date. AZURA uses third party payment processors to securely facilitate the purchases of the AZURA subscription.

5.3 The User’s access to AZURA will be refused if payment has not been made as required by the User Terms and AZURA reserves the right to cancel the User’s subscription if there is a failure in payment or if the User is in violation of their obligations under this section. 

5.4 The User agrees that the charges on their credit card in compliance with the terms herein are irrevocable, undisputable and may not under any circumstances be charged back, contested or challenged now or in the future. The User understands that doing so would be a material breach of the User Terms in which AZURA would be entitled to legal fees, costs and fees associated with addressing a chargeback in addition to the amount challenged. Should the User not pay the amount submitted within thirty [30] days, AZURA will turn it over to a collections company. The User further agrees that agreeing to the User Terms is proof of purchase and all that is necessary to establish to the credit card company, AZURA, or banking institution to deny a chargeback to the User.

5.5 The User understands by accepting the payment terms herein, that they are voluntarily electing to enroll in AZURA, and financially willing and able to invest in AZURA by choice as effected by their enrollment in AZURA herein. The User is attesting that by doing so, they are not in any way incurring economic hardship and are aware that AZURA does not offer any refunds for Services rendered.

5.6 AZURA retains the right to reasonably alter the fees of any subscription level, at any time, with three [3] months written notice to the User. 

WARRANTY
6.1 AZURA is provided to the User “AS IS” and “AS AVAILABLE” and with all faults, deficiencies, and defects without warranty of any kind. Except as expressly provided herein and to the maximum extent permitted under applicable laws, AZURA, and on behalf of its affiliates and its and their respective licensors and service providers expressly disclaims all warranties, whether express, implied, statutory or otherwise, relating to AZURA site and app, express or implied, including, but not limited to, any warranties against infringement of third party rights, merchantability, and fitness for a particular purpose.
 
6.2 Without limitation to the foregoing, AZURA provides no warranty or undertaking, and makes no representation of any kind that AZURA will meet the User’s requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

6.3 Without limiting the foregoing, neither AZURA nor any of its providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of AZURA, or the information, content, and materials or products included thereon; (ii) that AZURA will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through AZURA; or (iv) that AZURA, its servers, the content, or e-mails sent from or on behalf of AZURA are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

LIMITATION OF LIABILITY
7.1 If there is a violation of the User Terms, the Privacy Policy, Terms and Conditions, Disclaimer, or End User License Agreement or any other agreements associated with AZURA and made publicly available, or any other policies that can simply be remedied by a User’s removal or certain user data or taking other action, such appropriate action will be taken including removal from AZURA, disabling your account, or termination of the User Terms. 

7.2 To the maximum extent permitted by applicable law, in no event shall AZURA or its suppliers have any liability to the other for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use AZURA, third-party software and/or third-party hardware used with the AZURA, or otherwise in connection with any provision of the User Terms), even if AZURA or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose. In no event will the User or AZURA have any liability to the other for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort, or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. Our maximum aggregate liability to you for any breach of the User Terms is the equivalent of three [3] months subscription services at the version elected by the User in the aggregate. The existence of multiple claims and/ or suits under or related to the User Terms will not enlarge or extend the limitation of money damages which will be the claimants sole and exclusive remedy. The foregoing disclaimers will not apply to the extent prohibited by applicable law and do not limit either Party’s right to seek and obtain equitable relief. 
7.3 The section will survive any termination or expiration of the User Terms.

PRIVACY POLICY
8.1 Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our products and services.

TERMINATION
9.1 The User Terms shall remain in effect for the duration of the Users active subscription or until termination by either Party. The User may terminate the User Terms by deleting AZURA and all copies thereof from their Device. At the time of termination, the User will continue to have access to AZURA until the last day of the current billing cycle. 


9.2 AZURA reserves the right to suspend or terminate the User Terms in the event the User fails to comply with any provision of the User Terms, or the Privacy Policy, Terms and Conditions, Disclaimer, or the End User License Agreement. Failure to comply with the User Terms may result in a temporary or permanent ban from AZURA or some of its subscription services. In such instances, you may lose some of, or all the benefits of AZURA will not be compensated for the loss. At the time of termination, the User will lose access to their account and all associated User Content, information, and data. 

9.3 Termination of the User Terms will not limit any of AZURA's rights or remedies at law or in equity in case of breach by the User (during the term of the User Terms) of any of your obligations under the present User Terms.

MODIFICATIONS
10.1 AZURA reserves the right to modify these terms without advance notice by posting a revised version of these terms. The User can review the most current version of the User Terms at any time by visiting this page. Any material revisions to the User Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. 

10.2 If the User uses the services, products, or access the AZURA App after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

WAIVER
11.1 No failure or delay by either party in exercising any right under the User Terms will constitute a waiver of that right. No waiver of the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver. 

SEVERABILITY
12.1 The User Terms will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.

ASSIGNMENT
13.1 You may not assign any of your rights or delegate any of your obligations under the User Terms, whether by operation of law or otherwise, without the prior written consent of us. We may assign the User Terms in their entirety, including all terms and conditions incorporated herein by reference, without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. 

GOVERNING LAW
14.1 The User Terms and any disputes arising out of or related hereto, will be governed exclusively under the laws of the Province of Ontario.

14.2 Each party hereby consents and submits to the exclusive jurisdiction of such courts in the Province of Ontario, Canada. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and legal fees incurred. 

ENTIRE AGREEMENT
15.1 This Agreement, including any terms incorporated by reference into the User Terms, constitute the entire agreement between the User and AZURA, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in the User Terms and any pages referenced in the User Terms, the terms herein will first prevail. The User will be responsible for notifying AZURA of any conflicts or inconsistencies and until such time the terms set forth herein will be binding. 

CONTACTING AZURA
16.1 For any questions, comments, complaints, or claims with respect to the User Terms, the Site, App or Service please contact: support@weareazura.com.