Terms of Service

Last Updated: 14 February 2024

This Customer Agreement and all materials and links referred to herein (the “Agreement”) is a binding contract entered into by and between you (“Customer” or “you”/”your”) as identified in an applicable Order Form and Recital Software Corp. (“Recital” or “we”/”us”/”our”), a company incorporated under the laws of British Columbia, Canada, with its registered office at 2900-550 Burrard Street, Vancouver, BC, V6C 0A3 (each a “Party” and together the “Parties”).

"You" means the entity that you represent in accepting the terms of this Agreement. If you are accepting the terms of this Agreement on behalf of a company or other legal entity, “you” and “your” will refer to that company or other legal entity.

The Parties hereby agree as follows:

This Agreement governs your access to, and use of, the unique proprietary products, services, functionality, Recital-branded websites, mobile applications, and related services and offerings further identified in an applicable Order Form, and technology provided by Recital, including without limitation the functionality that enables you to manage your legal documents and related information, that are described on Recital’s help center (collectively, the “Product”). 

"You" means the entity that you represent in accepting the terms of this Agreement. You represent and warrant that (i) you have full legal authority to bind your organization to this Agreement; (ii) you have read and understand this Agreement Terms; and (iii) you agree to the terms of this Agreement on behalf of the Party you represent.

“Services” means the functionality, services and part(s) of the Product specified in a Order Form.

Other definitions of terms used in this Agreement are set forth in Appendix A at the end of this Agreement.

1. Recital Account Registration

a. Provision of Services: Upon Customer’s registration for a Recital Account and subject to this Agreement, Recital will provide the Services during the applicable Subscription Term, solely for your own internal business purposes and in accordance with the Documentation.

b. Users Under Your Recital Account: In order for your users to access and use the Services, you must provide each User’s name and email address in order to create separate user IDs under your Recital Account. You will be responsible for all actions taken by your users under your Recital Account.

c. Customer Responsibilities: You agree to immediately notify Recital of any suspected or actual unauthorized use of the Product or Services of which you become aware. Furthermore, you agree that you will be responsible and liable for all uses under your Recital Account, including without limitation, compliance with all applicable laws, regulations, and third-party terms. You further agree that Recital will not be liable for any cost, loss, damages, or expenses arising out of a failure by you or your users to maintain the security of their user IDs or Third-Party Login credentials.

2. Fees; Taxes; Term and Termination

a. Fees: You agree to pay all fees in accordance with each Order Form.  Other than as expressly set forth in this Agreement, all amounts are non-refundable, non-cancelable and non-creditable.

b. Taxes: You are responsible for any Taxes other than Recital’s income tax. Fees and expenses are exclusive of Taxes, levies, or duties. If Recital has the legal obligation to pay or collect Taxes for which you are responsible under this section, Recital will invoice you, and you will pay that amount unless you provide Recital with a valid tax exemption certificate authorized by the appropriate taxing authority.

c. Subscription Term and Renewal: Your Subscription Term begins on the Effective Date or Start Date listed on your Order Form. Thereafter, your Subscription Term will automatically renew for successive terms equal in duration to your then-current Subscription Term and at the price specified in an Order Form covering the new Subscription Term. Recital will contact you sixty (60) before the end of the Subscription Term, and You may opt out or change the Services by providing written notice of your intent at least thirty (30) days before the expiration of your then-current Subscription Term. If no such notice is received by Recital, then your Subscription Term will be deemed to have been automatically renewed in accordance with this Section. Your Subscription Term may also be renewed by entering into a new Order Form, including if you wish to change the numbers of Users or the Services. All renewals are subject to the then-current Fees applicable to the renewed Services.

d. Termination and Suspension by Recital: We reserve the right to terminate or suspend your Recital Account and specific Users and/or rights to use the Product at any time and for any reason upon notice to you. If we terminate or suspend your Recital Account without cause, we will provide at least 60 days written notice and refund a prorated portion of your prepayment. We will not provide such notice, refund or reimburse you if we terminate your Recital Account for cause, including (without limitation) for a violation of this Agreement or the Acceptable Use Policy attached as Appendix B. In the event a payment owed by you under an accurate invoice is overdue by thirty (30) days or more, Recital will have the further right, at its sole option, to suspend access to the Product until payment is made, provided that you will be granted 10 days prior notice in order to cure such non-payment. Recital will not exercise its rights under this Section if you are disputing the applicable fees reasonably and in good faith, while cooperating with Recital to resolve the dispute.

e. Effect of Termination: Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement. All sections of this Agreement which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

3. Your Use of the Product and Restrictions

a. Account and Use of Product: You and your users may use your Recital Account and the Services only (i) for lawful purposes; and (ii) in accordance with this Agreement and the Documentation.

b. Prohibited Use: You will not use or access the Services in violation of the Acceptable Use and Conduct Appendix attached hereto. Further, you will not and will not permit anyone else to: (a) sell, sublicense, distribute, transfer, or rent the Services (in whole or part), grant non-users access to the Services or use the Services to provide a hosted or managed service to others; (b) reverse engineer, decompile or seek to access the source code of the Services, except to the extent these restrictions are prohibited by law and then only upon advance notice to Recital; (c) copy, modify, create derivative works of or remove proprietary notices from the Services; (d) conduct security or vulnerability tests of the Services, interfere with its operation or circumvent its access restrictions; (e) use the Product or Services to develop a product competitive to Recital; or (f) otherwise use the Services outside of the scope of the rights expressly granted herein.

c. Your Use of The Product to Send Communications: You acknowledge that (i) you are exclusively responsible for and control the timing, content, and distribution of any communications made or initiated to any person or entity in connection with your use of the Services; and (ii) any such communications are made or initiated only as a result of your actions.

d. Beta Release: Recital may make available certain parts of the Product or Services for evaluation and testing purposes, including trials, pilots, free or developer accounts, pre-release services or beta products (each a “Beta Release”). Your use of a Beta Release will be subject to this Section. You may not use a Beta Release for competitive analysis or similar purposes. Recital may change or discontinue a Beta Release at any time and for any reason, or chose not to release a Beta Release into general availability, without any liability to you. When the Beta Release is no longer available as communicated by Recital, you will immediately cease all use of the Beta Release. Any data entered into the Beta Release, and any configuration or customization made to the Beta Release may be lost. You hereby acknowledge that the Beta Release is provided by Recital on an as-is and as-available basis. To the maximum extent permitted by applicable law, Recital disclaims all obligations or liabilities with respect to the Beta Release, including any support and maintenance, warranties, liabilities and indemnification obligations.

4. Our Security and Data Privacy Practices

a. Data Privacy: Recital’s Privacy Policy is hereby incorporated into and made a part of this Agreement by this reference. “Data Protection Laws” means privacy and security laws governing Recital’s handling of Personal Information contained in the Customer Content (if any). To the extent that Recital processes any Personal Information (as defined under Data Protection Laws), Recital will comply with all Data Protection Laws that are applicable both specifically to Recital and generally to data processors in the jurisdictions in which Recital does business. 

b. Security: We have implemented and maintain physical, technical, and administrative security measures designed to protect the Product and Customer Content from unauthorized access, destruction, use, modification, or disclosure. These security measures are further described in the Recital Trust Center (“Security Measures”). 

5. Terms that Apply to Your Data

a. Your Data: You retain ownership of your Customer Content, including Customer Content from your accounts with Third-Party Services that passes through the Product. By transmitting Customer Content through the Product, you hereby grant Recital a worldwide, non-exclusive, and limited term license to access, use, process, copy, store, distribute, perform, transmit, export, and display Customer Content and to access your Recital Account and your user’s separate subaccounts, as reasonably necessary: (i) to provide, maintain, operate, and update the Product and to provide support for the Product; (ii) to prevent or address service, security, support, or technical issues; or (iii) as required by law.

b. Generation of Anonymized Content: You expressly grant Recital the right to access, use, and manipulate Customer Content for the purpose of creating Anonymized Content in accordance with applicable laws and regulations.

c. Use of Anonymized Content: Recital is authorized to use Anonymized Content for the purposes of: (i) ensuring the effective delivery and operation of the Product; (ii) enhancing, updating, or expanding any existing or future products or offering; and (iii) creating and improving algorithms, models, or other computational tools utilized in the Product.

d. Your Compliance Obligations: You will be solely responsible for the accuracy, quality, content, and legality of Customer Content, and any actions triggered by Customer Content. You represent and warrant that: (i) you have obtained, and provided to your users, all necessary rights, releases, and permissions to transmit Customer Content through the Product and for any actions triggered by Customer Content on the Product, and to otherwise use, process, and/or store Customer Content on the Product used or stored; and (ii) Customer Content, and its transmission, processing, storage, and use as you authorize in this Agreement or through your Recital Account will not violate any laws or regulations, this Agreement, or the terms of any applicable Third-Party Service. You will not use the Product to process any Customer Content that contains Sensitive Personal Data. As between us, we have no liability under this Agreement for any Sensitive Personal Data contained in Customer Content in violation of this Agreement.

e. Enforcement: We reserve the right, but do not undertake the obligation, to monitor the Product, investigate, and take appropriate action against any party that uses the Product in violation of applicable law or this Agreement. We will endeavour to provide you with advance notice of any intention to remove Customer Content or to suspend any portion of the Product or Services when practicable. We will also provide a reasonable opportunity to cure any alleged violations when practicable, except if we determine that your actions or Customer Content could endanger the operation of the Product or other users.

6. Proprietary Rights and Improving the Product

a. Recital Owns The Product: The Product and the Services are made available on a limited access basis, and no ownership rights are conveyed to you. As between Recital and You, we have and retain all right, title, and interest, including all intellectual property rights, in and to the Product, including all modifications, updates, upgrades, extensions, components, and all derivative works to the Product. All our rights not expressly granted under this Agreement are hereby retained.

b. Feedback: Recital welcomes Feedback. If you provide Feedback, we may use it without restriction or compensation to you.

c. Improvements and AI Functions: Despite any other provisions of this Agreement, (i) Recital may collect, analyze, and use Usage Information to operate, enhance, improve, and develop Recital products or services, including through model training, and otherwise in connection with our business; (ii) Recital may also use Anonymized Content to operate, enhance, and improve Recital’s systems and proprietary technology, and to develop or commercialize Recital products or services through model training. 

From time to time, Recital may include Recital AI Functions as part of the Product where you provide information (“Input”) and receive output generated and returned by the Recital Al Functions based on the Input (“Output”, and together with Input, “Al Content”). Recital will anonymize any Input you provide prior to it being used to train and develop the Product or any tools and Recital AI Functions that are shared with other customers. Recital will keep your Input confidential in accordance with Section 10 (Confidential Information).

d. Trademarks: Nothing in this Agreement will be construed as granting any license or right to use any Recital or third-party trademark without the applicable prior written consent of Recital or the owner of the third-party trademark. 

e. Publicity: You hereby grant Recital the right to identify you as a customer of Recital and to use your logos and/or trademarks for that purpose.

7. Third-Party Services

a. Links and Integrations with Third-Party Services: The Product may contain, or otherwise enable, links to and integrations with Third-Party Services, whether located within the Product or on separate Third-Party Service websites which connect back to the Product. Recital provides and/or enables such links to and integrations solely as a convenience, has no responsibility for the content, functionality, or availability of such Third-Party Services, and does not endorse such Third-Party Services (or any products or other services associated therewith). Access to any Third-Party Services linked to the Product is at your own risk, and Recital is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made by, on, or through such Third-Party Services. If you choose to grant a Third-Party Service any access to your Recital Account, you are solely responsible for that Third-Party Service having access to your data and connections contained therein, and for any/all actions that the Third-Party Service may take on behalf of your Recital Account. Your use of any Third-Party Services is subject to the terms applicable to such Third-Party Service. 

b. Linking to Third-Party Services: You acknowledge and agree that your Account Information and Usage Information regarding your use of a Third-Party Service integration through your Recital Account may be shared with that Third-Party Service. Pursuant to your configuration and usage of the Product, Customer Content will be transmitted to and from your Recital Account to one or more Third-Party Service(s) you’ve linked with your Recital Account. We may also share your Customer Content with a specific Third-Party Service which you linked to your Recital Account in order to prevent or resolve service, security, support, or technical issues related to that Third-Party Service.

c. Third-Party Tools: Certain Services offered by Recital incorporate tools and features provided by third parties, such as embedded comparison functionality ("Third Party Tools"). While Recital strives to ensure that these Third Party Tools function as intended, Recital does not warrant their performance or assume any liability for any shortcomings, defects, or failures associated with these Third Party Tools. 

8. Product Warranty; Indemnification

a. Services Warranty: Recital warrants to you that we will provide the Services during the Subscription Term substantially as described in the Documentation under normal use. Should there be any breach of this warranty, the sole and exclusive remedy available to you will be the rectification of the deficient Services by us, wherein we will undertake reasonable efforts to rectify the identified deficiencies.

b. Disclaimers: Except as expressly set forth immediately above, the Product and Services are provided strictly on an "as is" and "as available" basis, and Recital makes no warranty that the Product is complete, suitable for your purpose, reliable, useful, or accurate. On behalf of itself and its licensors, Recital hereby expressly disclaims any and all implied, statutory, or other warranties with respect to the Product and Services or the availability of the foregoing, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The entire risk as to results obtained through use of the Product and Services rests with you. Recital and its licensors will not be liable or responsible in any way for any losses or damage of any kind incurred as a result of the use of or reliance on any material contained on the Product and Services. Recital makes no representation or warranty that the availability of the Product will be uninterrupted, that the Product will be error free, or that all errors will be corrected.

Notwithstanding anything contained herein, any Services provided during a free trial period is provided "as-is" without any representations, warranties, or indemnities.

c. Your Indemnification Obligations: You agree to defend Recital, its affiliates, directors, officers, employees, and agents (“Recital Indemnified Parties”) against any claim, demand, suit, or proceeding, hold harmless Recital Indemnified Parties, and indemnify Recital Indemnified Parties from and against any and all loss, costs, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) your violation or alleged violation of this Agreement, or (ii) your Customer Content.

d. Recital’s Indemnification Obligations: Recital will defend you against any third-party claim, action, suit, proceeding, or demand brought against you alleging that the use of such paid Services as permitted hereunder infringes any trade secret, Canadian or US patent, copyright, or trademark right of a third party, and Recital will pay all costs and damages finally awarded against you by a court of competent jurisdiction as a result of any such claim; provided that you (i) promptly give written notice thereof to Recital; (ii) give Recital sole control of the defense and settlement of the claim; and (iii) provide to Recital all reasonable assistance. The foregoing will not apply to any claim based upon or arising from (a) any use of the Product outside the scope of this Agreement or Acceptable Use Policy; (b) Customer Content; or (c) a combination of the Product with any content or other technology not provided by Recital. If Recital reasonably believes that the Product may infringe upon a third party's intellectual property rights, then Recital may, at its sole option and expense (1) obtain a license that permits you to continue using the Product; (2) modify the Product to make the Product non-infringing without materially reducing its functionality; or (3) replace the Product with a non-infringing, functionally similar alternative. If none of the foregoing are commercially reasonable, as determined in Recital’s sole discretion, Recital may terminate the applicable Services and issue you a pro-rata refund of Fees for a Services not provided.

e. Sole Rights and Obligations: Without affecting either party's termination rights, this Section 8 states the parties' sole and exclusive remedy under this Agreement for any third-party allegations and claims covered by this section.

9. Limitation of Liability

a. To the extent permitted by applicable law, and except for excluded claims (as defined herein), neither Party nor their licensors will be liable to the other Party for any (a) indirect, incidental, consequential, punitive, special, exemplary, or statutory damages (including, without limitation, loss of business, loss of profits, loss of revenue, loss of data, loss of goodwill, or for any cost of cover or cost of procurement of substitute goods or services), even if such Party has been advised of the possibility of such damages, and regardless of the legal theory under which damages are sought, whether in breach of contract or in tort, including negligence, or (b) amounts in the aggregate that exceed the fees actually paid by You to Recital for the Services in the twelve (12) months preceding the first act or omission giving rise to the liability.

b. In the event that Recital does become liable in connection with the use of Third-Party Services, the limitations set out in Section 9(a) will also apply with respect to any damages incurred by reason of any website, services, software or content provided by any third party and received by you.

c. The parties agree that the waivers and limitations specified in this Section 9 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

10. Confidential Information

a. Confidential Information: Each party ("Disclosing Party") may disclose Confidential Information to the other party ("Receiving Party") in connection with the Product. Confidential Information is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, product roadmap, technology, and marketing information. If something is labelled "Confidential," that is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

b. Protection and Use of Confidential Information: The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, and contractors who need to know such information in connection with the Product, provided, they are bound to confidentiality obligations at least as restrictive as those in this Agreement; and (ii) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, such advisors are bound to confidentiality obligations at least as restrictive as those in this Agreement.

c. Compelled Access or Disclosure: The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

11. Additional Information about the Product

a. Location of the Product: Recital operates the Product and provides the Services from Canada and from a cloud hosting service located in the United States.

b. Recital AI Functions: This Section of the Agreement applies to Recital AI Functions:

(i) When you use such Recital AI Functions, as between the parties and to the extent permitted by applicable law, you control the AI Content. You are solely responsible for your AI Content, including compliance with applicable laws and this Agreement. Other users providing similar Input to Recital Al Functions may receive the same or similar Output, but will not be able to see your Input. Responses received by other users are not your AI Content.

(ii) You understand and agree that any information obtained through using Recital AI Functions is at your sole risk. Do not rely on factual assertions in Output without independent fact-checking. Do not rely on designs, workflows/processes, or code in Output without independent review of functionality and suitability for your needs.

(iii) You may not use Recital AI Functions or Output: (1) to develop foundation models or other large-scale models that compete with Recital or the Recital AI Functions; (2) to mislead any person that Output from the Product was solely human-generated; (3) in a manner that violates any technical documentation, usage guidelines, or parameters; (4) to make automated decisions that may have a detrimental impact on individual rights without appropriate human supervision; or (5) in a manner that infringes, violates, or misappropriates any of our rights or the rights of any third party.

12. Notices

a. Recital Notice to You: Recital may provide you with notices through the Product or by electronic mail to your e-mail address on record in your Recital Account. You are responsible for ensuring that your contact information is both current and accurate in your Recital Account. 

b. Your Notice to Recital: If you have a dispute with Recital, wish to provide a notice under this Agreement, or become subject to insolvency or other similar legal proceedings, you must promptly send written notice to Recital at: legal@recital.software

13. Modifications to Terms

a. Terms: Recital may revise its Privacy Policy from time to time by posting a modified version including the effective date. If we make material changes to the Privacy Policy, we will provide you with reasonable notice prior to it taking effect. By continuing to access the Product or to use the Services after the posting of any modified Privacy Policy, you agree to be bound by such modified Terms.

b. Changes to the Product: Customer acknowledges and agrees that Recital has the right, at any time and for any reason, to redesign or modify the Documentation and other elements of the Product or any part thereof, provided that no such change will materially reduce the overall security or performance of key functionality of the Product or Services.

14. General

a. Force Majeure: Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, pandemic or governmental action.

b. Assignment: Neither party may assign or delegate any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without the other party’s consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. 

c. Severability; Waiver: If any provision of this Agreement is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under this Agreement. 

d. No Third-Party Beneficiaries: This Agreement does not create any rights in favor of any third parties.

e. Governing Law; Jurisdiction: This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, without reference to its conflict of laws principles. All disputes arising out of or relating to this Agreement will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in Vancouver, British Columbia, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.

f. Entire Agreement: This Agreement and the policies or terms expressly referenced and incorporated into this Agreement constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which terms are hereby rejected. This Agreement supersede all prior or contemporaneous discussions, proposals, and agreements between you and Recital relating to the subject matter hereof.

Appendix A: Definitions

"Acceptable Use and Conduct Policy" means Recital’s Acceptable Use and Conduct Policy, which is incorporated into this Agreement and attached as Appendix B. 

"Account Information" means information about your Recital account and information that you and your users provide to Recital in connection with (i) the creation or administration of your Recital account; or (ii) Recital’s maintenance of your Recital account or the Product. For example, Account Information includes names, passwords, email addresses, and billing information.

"Affiliate" means an entity controlled, controlling, or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management.

"Anonymized Content" refers to Customer Content or metrics that have been processed to remove or obscure any personally identifiable information, in such a way that the data cannot be reverse-engineered to identify the Customer or any individual. Anonymized Content may include information that was originally identifying but has been aggregated or anonymized such that it cannot be used to identify an individual or business, or has been segregated from other identifying information.

"Customer Content" means any information, content, or materials that you or your users submit through the Product to your Recital Account, including from Third-Party Services.

"Documentation" means Recital-provided user documentation relating to the Product found on our help center , as may be updated by Recital from time to time. Documentation does not include any content published on any other site, community, or pages.

"Excluded Claims" means (i) any amounts owed by you under Fees; (ii) your indemnification obligations in this Agreement or your breach of Section 3; and (iii) any claims that may not be capped or limited under applicable law. 

"Feedback" means feedback, comments, ideas, proposals, and suggestions for improvements, whether regarding the Product, a Beta Release, Services, or business of Recital.

"Fees" means the fees applicable to your use of the Product in accordance with the applicable package as set forth in an Order Form entered into by the parties.

"Order Form" refers to a specific document, electronic form, invoice, or other written or electronic communication issued by Recital and accepted by the Customer, which outlines the specifics of the Product or Services to be provided, such as quantity, price, delivery dates, and other relevant details. Acceptance may be indicated through a signature, payment, electronic confirmation, or use of the Services. This definition is intended to encompass various forms of agreement, including those not requiring a formal signature.

"Recital Account" means your organization’s account on the Product and Services you register and open in order for you and your users to access and use the Product and Services.

“Recital AI Functions” mean Recital Services and capabilities of the Product that utilize artificial intelligence, machine learning, or similar technologies.

"Sensitive Personal Data" means data subject to heightened privacy or security requirements by law, such as personal financial information, medical information, or government-issued identification numbers (e.g. passport, visa, or personal bank account numbers).

"Subscription Term" means the period for which you have agreed to subscribe to the Services.

"Supplemental Terms" mean any additional terms presented to you at the time you sign up for or first access a Beta Release.

“Taxes” means any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Product, whether domestic or foreign.

"Third-Party Login" means your login credentials from a supported third-party site or product which are integrated to allow you to access your Recital Account.

"Third-Party Services" means any third-party service, connection, site, platform, application, software, or integration that interoperates with the Product.

“User(s)” or “your user(s)” means any end-user of the Product or Services authorized by Customer or its Affiliates to use the Product or the Services in accordance with this Agreement. Users and your users may include, for example, employees, consultants, contractors and agents of Customer or its Affiliates.

"Usage Information" means (a) analytics data, including metadata, relating to the provision, use, and performance of various aspects of the Product, Third-Party Services integrations, and related systems and technologies, including information concerning your use of the various Services and functionality of the Product and your Recital Account, and analytics and statistical data derived therefrom (“Analytics Data”) and (b) configuration data, including field mapping/naming and actions, steps, and structures of workflows, tables, and interfaces (“Configuration Data”).

Appendix B: Acceptable Use and Conduct Policy

You agree that you will not publish or make available any Customer Content that, or use the Product in a manner that:

  • infringes, violates or misappropriates any third party’s intellectual property or proprietary rights;

  • contains software viruses, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

  • is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;

  • is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy;

  • is harmful to minors in any way;

  • is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by Recital;

  • impersonates a Recital employee, or any other person, or falsely states or otherwise misrepresents your affiliation with any person or entity, or to obtain access to the Product or a portion thereof without proper authorization;

  • interferes or attempts to interfere with the proper working of the Product or prevents others from using the Product, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Product, or that otherwise negatively affects other persons’ ability to use the Product;

  • uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Product or the content contained therein;

  • facilitates the unlawful distribution of copyrighted Customer Content;

  • except as expressly permitted by Recital, licenses, sublicenses, rents or leases the Product to third parties, or uses the Product for third party training, commercial time-sharing or service bureau use;

  • includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Customer Content transmitted through the Product to users;

  • constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests;

  • stalks or otherwise harasses anyone on the Product or using the Product or with information obtained from the Product;

  • collects, uses or discloses data, including personal information, about users without their informed consent or for unlawful purposes or in violation of applicable law or regulations;

  • requests, solicits or otherwise obtains access to usernames, passwords or other authentication credentials from any user of the Product or Services for the purposes of automating logins to the Product;

  • attempts to gain unauthorized access to the computer systems of Recital or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Product;

  • posts adult or pornographic Customer Content;

  • decompiles or reverse engineers or attempts to access the source code of the software underlying the Product, the Product or any other Recital technology;

  • copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Product;

  • accesses the Product for the purposes of building a product using similar ideas, Services, functions, interface or graphics as those found in the Product;

  • accesses the Product for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or

  • accesses the Product to upload any Customer Content or computer code for the purposes of: (i) causing a breach or override of security to the Product; (ii) interfering with the proper working, functionality or performance of the Product; or (iii) preventing others from accessing or using the Product.

Contacting Provider

You may contact Provider by email at legal@recital.software or by mail at:

Recital Software Corp.
Attention: Legal Department
2900-550 Burrard Street
Vancouver, BC V6C 0A3