Terms of Service
LAST UPDATED: April 11th, 2023
Binding Agreement. The Perspective website www.joinperspective.com (the “Website”) and the Perspective mobile application (“the Application”) together form the Perspective Platform (the “Platform”). The Platform is owned and operated by Perspective Technologies Inc. (“Perspective”, “we”, “us”, “our”). These terms of service (“Terms”) constitute an agreement between us and you. These Terms govern your use and access of the Platform.
By accessing and using the Perspective mobile application, you confirm that you are in agreement with and bound by the terms of service (the “Terms”) outlined below. These Terms apply to the entire Website, Application, and any email or other type of communication between you and Perspective.
N͟O͟T͟I͟C͟E͟ O͟F͟ B͟I͟N͟D͟I͟N͟G͟ A͟R͟B͟I͟T͟R͟A͟T͟I͟O͟N͟;͟ W͟A͟I͟V͟E͟R͟ O͟F͟ C͟L͟A͟S͟S͟ A͟C͟T͟I͟O͟N͟.͟ THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 8(a) WHICH PROVIDES THAT YOU AND PERSPECTIVE WILL RESOLVE ALL DISPUTES THROUGH MANDATORY AND BINDING ARBITRATION, UNLESS YOU OPT OUT THROUGH THE MECHANISM PROVIDED IN THESE TERMS OR ARE IN A PROVINCE, STATE, OR COUNTRY IN WHICH THE COURTS OR APPLICABLE LAW WILL NOT PERMIT YOU TO CONSENT TO BINDING
ARBITRATION. THIS MEANS THAT, IN THE EVENT OF A DISPUTE WITH PERSPECTIVE, YOU WILL NOT BE ABLE TO HAVE THAT DISPUTE RESOLVED BY A JUDGE OR A JURY UNLESS AN EXCEPTION APPLIES TO
YOU. ADDITIONALLY, IN SECTION 8(b) OF THESE TERMS, YOU ALSO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS AGAINST PERSPECTIVE. PLEASE CAREFULLY READ SECTIONS 8(a) AND 8(b).
E͟n͟t͟i͟t͟y͟. IF YOU ARE USING OR ACCESSING OUR PLATFORM ON BEHALF OF AN ENTITY, THEN YOU AFFIRM THAT YOU: (I) ARE AN AUTHORIZED REPRESENTATIVE OR AGENT OF THAT ENTITY WITH THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS; AND (II) AGREE TO THESE TERMS
ON BEHALF OF SUCH ENTITY. IN SUCH A CIRCUMSTANCE, THE WORDS “YOU” AND “YOUR” AS USED IN THESE TERMS WILL REFER TO AND APPLY TO BOTH THAT ENTITY AND YOU PERSONALL.
L͟a͟n͟g͟u͟a͟g͟e͟. These Terms are only available in English. No other languages will apply to these Terms
M͟o͟d͟i͟f͟i͟c͟a͟t͟i͟o͟n͟s͟. We reserve the right in our sole discretion to modify these Terms, or any part thereof, at any time, by posting the amended version on our Platform. Such modification will become effective 24 hours after posting. Your continued use of the Platform or any of our Services after such 24 hour notice period confirms your consent to and acceptance of such modification. The most current version of these terms will govern your use of the Platform and our Services, including without limitation any content made available on the Platform. These terms may not be amended in any other way except through a written agreement by authorized representatives of each party. If you do not agree with changes to these Terms, you must cease using the Platform and our Services
A͟g͟e͟ R͟e͟s͟t͟r͟i͟c͟t͟i͟o͟n͟s͟. Persons under thirteen (13) years of age are prohibited from accessing or using the Platform and any person thirteen (13) or older but under the age of majority in their jurisdiction must first obtain the consent of their parent or legal guardian before accessing or using the Platform. Perspective has the right, but not an obligation, to at any time require proof of a person’s age and proof of parental or legal guardian consent to ensure eligibility to access or use the Platform.
Perspective hereby grants you a revocable, non-exclusive, non-transferable, limited license to download, install and use the Application strictly in accordance with these Terms.
3. THE PLATFORM AND SERVICE
S͟u͟m͟m͟a͟r͟y͟. The Platform is an online platform that provides eligible users (each such user of the Platform, a “User”) to capture digital moments (each a “Moment” or collectively “Moments”) of their lives in a safe and private manner, similar to a journal or diary application. These Moments are stored securely and privately for each User to use for personal self-reflection, improving their lives, and emotional wellbeing.
4. USER CONTENT
U͟s͟e͟r͟ C͟o͟n͟t͟e͟n͟t͟. Portions of this Platform allow Users to post and exchange information and content (such information and content, "User Content"), such as images, text, audio, and video, but Perspective does not screen, edit or review any User Content before it is posted or transmitted. You retain the copyright and any other rights you already hold in User Content. By Submitting User Content on our Platform, you grant Perspective a worldwide, non-exclusive, perpetual, irrevocable, fully-paid up, royalty-free, assignable, transferable, and sub-licensable (through multiple tiers) license to store your User Content, subject to these Terms, without any notice or compensation to you or any other person
(the “User Content Licence”). You confirm, represent, and warrant to Perspective that you have all the rights, power, and authority necessary to grant the User Content Licence and that any User Content you submit to us or otherwise post on the Platform is and shall be your own original work or work which you are authorized to supply to us. When you post any User Content on our or through our Platform, and you are the author of such User Content, you irrevocably and unconditionally waive all moral rights you may now or in the future have in any such User Content. Please note that posted or transmitted User Content does not necessarily reflect the views of Perspective, and Perspective disclaims all responsibility for any such User Content and for any losses or expenses resulting from their use or appearance on this Platform.
R͟e͟s͟p͟o͟n͟s͟i͟b͟i͟l͟i͟t͟y͟. You understand that all User Content is the sole responsibility of the person from whom it originated. This means that you, and not Perspective, are entirely responsible: (i) for all User Content that you upload, post, email, transmit, or otherwise make available via the Platform; and (ii) for ensuring that all User Content is accurate, lawful, and does not infringe or violate anyone’s rights. Perspective does not control the User Content posted via the Platform or Services and, therefore, does not guarantee the accuracy, integrity, or quality of any User Content. You therefore agree that you will not hold Perspective
responsible or liable for any inaccuracies or for any errors or omissions in any User Content, or for any loss, injury or damages of any kind incurred as a result of the use of or reliance upon any User Content posted, emailed, transmitted, or otherwise made available via the Platform.
R͟e͟m͟o͟v͟a͟l͟ o͟f͟ C͟o͟n͟t͟e͟n͟t͟. You acknowledge that Perspective does not pre-screen, monitor, or modify User Content, but that Perspective has the right (but not the obligation) to refuse, remove, or delete any User Content that is available via the Platform that violates these Terms, or is otherwise objectionable, in our
F͟e͟e͟d͟b͟a͟c͟k͟. We value your visit to this Platform and welcome any questions, comments or feedback you might have about this Platform, these Terms, or any of the products or services offered by Perspective ("Feedback"). Please refer to the Contact Support section of the Platform for phone and email addresses. That said, the Platform is not a secure means of communication and any information or content you supply to us will not be kept confidential. For that reason, you should not submit or send to us any patentable ideas or patent applications, advertising or marketing suggestions, know-how, trade secrets, prototypes or any information, written or oral, which you regard as confidential or commercially sensitive or valuable (collectively referred to as “Unwanted Submissions”). While we value your feedback, you agree not to submit any Unwanted Submissions. We shall not be subject to any obligation of confidentiality nor be liable for any use and/or disclosure of such submissions. You agree we are free
to use your Unwanted Submissions as we see fit without any liability owed to you.
L͟i͟c͟e͟n͟s͟e͟ t͟o͟ F͟e͟e͟d͟b͟a͟c͟k͟ a͟n͟d͟ S͟u͟b͟m͟i͟s͟s͟i͟o͟n͟s͟. If you provide Feedback, or Unwanted Submissions, you grant Perspective a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, and fully sub-licensable right to use, reproduce, publish, distribute, publicly display, publicly perform, translate, adapt, modify, telecommunicate, rent out, commercialize, monetize, and create derivative works from the Feedback or Unwanted Submissions in any way and for any purpose without providing any compensation to you or any other person.
T͟h͟i͟r͟d͟-͟P͟a͟r͟t͟y͟ R͟i͟g͟h͟t͟s͟ W͟a͟r͟r͟a͟n͟t͟y͟. You represent, warrant, and covenant to Perspective that your User Content, Feedback, and Unwanted Submissions do not violate the privacy rights, intellectual property rights, or any other rights, of any person.
5. REPRESENTATIONS AND WARRANTIE
Y͟o͟u͟r͟ R͟e͟p͟r͟e͟s͟e͟n͟t͟a͟t͟i͟o͟n͟s͟ a͟n͟d͟ W͟a͟r͟r͟a͟n͟t͟i͟e͟s͟. In addition to and not in derogation of any other representations and warranties you provide to us in these Terms, you represent and warrant to us that:
i. You are a legal entity or no younger than 13 years old;
ii. If you are not yet at the age of majority in your jurisdiction, your parents or guardians have authorized your use of the Platform;
iii. all information in your Account and Social Media Accounts, and any other information you provide us, is true, accurate, current, and complete, including, without limitation, your age and residency information;
iv. you are using the Platform in a jurisdiction where access to, and use of, the Platform (or any part thereof) is not prohibited or illegal;
v. if your business uses the Platform, your business has complied with all applicable licensing, permit, and registration requirements related to your business;
vi. your User Content does not violate the privacy rights, intellectual property rights, or any other rights, of any person;
vii. you have all authorizations and licenses necessary to post your User Content on the Platform and to grant us the license thereto;
viii. you understand the contents of these Terms and have had the opportunity to obtain legal advice with respect to these Terms before agreeing to it;
ix. you have the written consent, release and/or permission of every identifiable individual person appearing or referenced in your User Content to use his/her name and/or likeness;
x. you have the capacity and authority to enter into, execute, and perform your obligations under, these Terms; and
xi. you have provided accurate and complete information on your Account registration form and will keep such information updated and current.
6. LIMITATIONS OF LIABILITY
L͟I͟M͟I͟T͟A͟T͟I͟O͟N͟ O͟F͟ L͟I͟A͟B͟I͟L͟I͟T͟Y͟. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Perspective OR ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, JOINT VENTURES, LICENSORS (EXCEPT OTHER USERS), AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS, OR SUBSIDIARIES (COLLECTIVELY, THE “REPRESENTATIVES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR OR
RELATED TO LOSS OF PROFITS, LOSS OF REVENUES, PROPERTY DAMAGE, LOSS OF GOODWILL, USE, DATA LOSS, PERSONAL INJURY, LOST OPPORTUNITIES, DAMAGE TO REPUTATION, COMMERCIAL LOSS,
FINANCIAL LOSS, OR ECONOMIC LOSS, OR INTANGIBLE LOSSES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OR BASIS OF LIABILITY. THE FOREGOING
LIMITATION SHALL APPLY EVEN IF Perspective, OR Perspective’S REPRESENTATIVES, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR GREATER CERTAINTY, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Perspective, AND IT’S REPRESENTATIVES, SHALL NOT BE LIABLE FOR ANYTHING WHICH RESULTS FROM:
i. YOUR USE OF OR RELIANCE ON THE PLATFORM;
ii. YOUR INABILITY TO ACCESS OR USE THE PLATFORM DUE TO ANY CAUSE;
iii. ANY TRANSACTION, CONTRACT, RELATIONSHIP OR ENGAGEMENT YOU HAVE WITH ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, OTHER USERS);
iv. ANY SERVICES OR GOODS YOU REQUEST OR RECEIVE THROUGH THE PLATFORM;
v. YOUR RELIANCE ON CONTENT, THIRD-PARTY CONTENT, OR INFORMATION MADE AVAILABLE ON THE PLATFORM;
vi. PRODUCTS OR SERVICES SOLD OR MADE AVAILABLE THROUGH THE PLATFORM;
vii. THE ACTS OR OMISSIONS OF ANY USERS;
viii. ANY ACT YOU MAKE OR FAIL TO MAKE AS A RESULT OF YOUR USE THE PLATFORM;
ix. ANY OTHER MATTER RELATING TO THE PLATFORM.
L͟i͟a͟b͟i͟l͟i͟t͟y͟ C͟a͟p͟. WITHOUT LIMITING SECTION 12.2, IN NO CIRCUMSTANCE WILL PERSPECTIVE OR ITS REPRESENTATIVES AGGREGATE LIABILITY EXCEED ONE HUNDRED AND FIFTY UNITED STATES DOLLARS IN ALL CASES.
S͟e͟c͟u͟r͟i͟t͟y͟ B͟r͟e͟a͟c͟h͟. Perspective strives to keep your personal information, User Content, and Account safe from security breaches; however, we cannot guarantee the safety or security of your personal information, User Content, or Account. BY USING THE PLATFORM, YOU AGREE, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, TO RELEASE PERSPECTIVE AND ITS REPRESENTATIVES FROM ALL AND ANY LIABILITY FOR ANY HARM, INJURY, LOSS, OR DAMAGES SUFFERED BY YOU AS A RESULT OF A SECURITY BREACH, FAILURE, OR SHORTCOMING OF THE SERVICES. If you believe that a security breach is occurring, or will occur, you must notify us immediately.
L͟i͟m͟i͟t͟a͟t͟i͟o͟n͟. Notwithstanding any other provision of these Terms, if applicable law limits or prohibits the application of sections 12.1 to 12.4, then Perspective and it’s Representatives liability will be limited and excluded to the maximum extent permissible.
G͟e͟n͟e͟r͟a͟l͟ I͟n͟d͟e͟m͟n͟i͟f͟i͟c͟a͟t͟i͟o͟n͟. You agree to defend, indemnify, and hold harmless Perspective and its Representatives from and against any and all claims, proceedings, suits, disputes, demands, threats, actions, obligations, liabilities, costs (including legal and accounting fees), damages, losses, penalties, fees, expenses, and injuries arising or resulting from: (a) your use of the Platform; (b) your breach of these Terms; (c) any violation of any right of, or harm or loss of, any person caused by you; or (d) your violation of any law, regulation, order, or by-law. Perspective reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you and you shall not in any event settle any matter without the prior written consent of Perspective. You will co-operate as fully as reasonably required in the defense of any indemnified claim.
U͟s͟e͟r͟ D͟i͟s͟p͟u͟t͟e͟.͟ If you have a dispute with any User, you release Perspective and it’s Representatives from 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.
I͟n͟f͟o͟r͟m͟a͟t͟i͟o͟n͟. You acknowledge and agree that nothing contained in these Terms or otherwise on our Platform constitutes legal, tax, accounting, or other professional advice and should not be relied upon as such.
R͟e͟l͟i͟a͟n͟c͟e͟. You understand and agree that we are making the Platform available to you in reliance upon the limitations and exclusions of liability, indemnities, release, and the disclaimers set forth herein and that the same form an essential basis of the contract between you and us. You agree that the limitations and
exclusions of liability, indemnities, and the disclaimers set forth herein will survive, and continue to apply in the case of a fundamental breach or breaches of, the failure of essential purpose of contract, the failure of any exclusive remedy or the termination, suspension, or cancellation of your Account or suspension or termination of use of, or access to, Platform.
7. TERM AND TERMINATION
E͟f͟f͟e͟c͟t͟i͟v͟e͟n͟e͟s͟s͟. These Terms are effective upon your Acceptance of these Terms.
T͟e͟r͟m͟i͟n͟a͟t͟i͟o͟n͟ b͟y͟ P͟e͟r͟s͟p͟e͟c͟t͟i͟v͟e͟. Perspective may terminate these Terms or stop providing the Platform or any Services at any time in its sole discretion.
A͟r͟b͟i͟t͟r͟a͟t͟i͟o͟n͟. If the courts or applicable law in your province, state, or country will not permit you to consent to binding arbitration, then any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the courts of the State of Delaware, USA, and you irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Otherwise, you agree that in the event of any dispute between you and Perspective arising out of or relating to these Terms or the relationship between Perspective and you, that you and Perspective shall consult and negotiate with each other and, recognizing your mutual interests, attempt to reach a solution satisfactory to both you and Perspective. If you and Perspective do not reach settlement within a period of 60 days, then such dispute shall be referred to and finally resolved by mandatory and binding arbitration under the International Commercial Arbitration Rules of Procedure of the Delaware International Commercial Arbitration Centre. The appointing authority shall be the Delaware International Commercial Arbitration Centre. The case shall be administered by the Delware International Commercial Arbitration Centre in accordance with its Rules. The place of arbitration shall be Delaware, USA. The number of arbitrators
shall be set to one unless otherwise required by the Rules. The language of the arbitration will be English. The existence and content of the arbitration proceedings, including documents submitted by the parties, correspondence to and from the Delaware International Commercial Arbitration Centre, correspondence to and from the arbitrator, and orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party (except for professional advisors) without the express written consent from the other party unless: (a) (i) the disclosure to the third party is reasonably
required in the context of conducting the arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein; or (b) such disclosure is required by applicable law or court order. Notwithstanding the foregoing, Perspective may seek injunctive or other equitable relief to protect its rights, and for any other purpose, in any court
of competent jurisdiction. You may opt out of the above arbitration clause. If you opt out, then neither you nor we will be able to require the other to participate in arbitration for the purposes of resolving any dispute, claim or controversy between you and Perspective arising out of or relating to these Terms or the relationship between any Perspective and you. To opt out, you must, within 30 days of accepting these Terms, deliver to Perspective a clear written statement indicating that you wish to opt out of the arbitration provisions in these Terms. The statement must contain: (a) your name; (b) your mailing address; (c) your telephone number; (d) your email address; and (e) your Account name (if any). The opt-out statement must be delivered to the following address:
Perspective Technologies Inc
2261 Market Street #4899
San Francisco, CA 94114
If you opt out of the arbitration clause in the manner provided above, then you irrevocably agree that the courts of Delaware will have exclusive jurisdiction to settle any dispute, claim, or controversy arising out of or related to these Terms, the Platform, any other products or services made available by us, or your relationship with Perspective.
W͟a͟i͟v͟e͟r͟. You agree to waive any right you may have to commence or participate in any class action against Perspective related to any claim and, where applicable, you also agree to opt out of any class proceedings against Perspective. Where applicable, if a dispute arises between us and you, you waive any right you may have to participate in a trial by jury with respect to that dispute.
S͟u͟r͟v͟i͟v͟a͟l͟. All provisions of these Terms which must survive termination of these Terms to fulfill their purpose will survive termination of these Terms or the cancellation or deletion of your Account.
contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
A͟s͟s͟i͟g͟n͟m͟e͟n͟t͟. We may assign these Terms in part or in their entirety, including our rights, interests, and obligations hereunder, without notice to you or your consent. These Terms are personal to you and you may not assign these Terms or your rights, interests, or obligations under these Terms to any person.
G͟o͟v͟e͟r͟n͟i͟n͟g͟ L͟a͟w͟. The courts in some countries or provinces will not apply the law of Delaware to some types of disputes. If you reside in one of those countries or provinces, then where Delaware law is excluded from applying, your country or province’s laws will apply to such disputes related to these Terms. Otherwise, these Terms are governed and interpreted pursuant to the laws of the State of
Delaware, USA and the federal laws of the United States applicable therein, without regard to principles of conflicts of law that would impose the law of another jurisdiction. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
N͟o͟ W͟a͟i͟v͟e͟r͟. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. No waiver of a breach of these Terms will constitute a waiver of any subsequent breach of these Terms
H͟e͟a͟d͟i͟n͟g͟s͟. Headings are for convenience only and shall not affect the interpretation of these Terms
C͟u͟r͟r͟e͟n͟c͟y͟. References to dollar amounts in these Terms and on the Platform are in U.S. dollars unless otherwise stated in writing.
in any event prevail. Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders. Where the word “including” or “includes” is used in these Terms, it means “including (or includes) without limitation”.
E͟n͟u͟r͟e͟m͟e͟n͟t͟. These Terms will enure to the benefit of and be binding upon the parties to these Terms and their respective successors, heirs and permitted assigns.
N͟o͟t͟i͟c͟e͟. Perspective may give notice to you by email, letter, or SMS to the applicable address or number you provide on your Account or by notice posted on the Platform. You may provide notice to us by contacting email@example.com
F͟u͟r͟t͟h͟e͟r͟ A͟s͟s͟u͟r͟a͟n͟c͟e͟. You agree to provide such further documents or instruments, and take such further actions, reasonably requested by Perspective, to effect the purposes of these Terms and carry out its provisions.
F͟o͟r͟c͟e͟ M͟a͟j͟e͟u͟r͟e͟. In no event will Perspective be liable or responsible to you, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent that such failure or delay is caused by any circumstances beyond Perspective’s reasonable control, including acts of God, flood, fire, earthquake, tsunami, explosion, war, terrorism, invasion, pandemic, riot or other civil unrest, embargoes or blockades in effect on or after the date of these Terms, national or regional emergency, strikes, labour stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.