Terms and Conditions for the C2 ATOM SaaS (Software As A Service) Solution
Please read the following general terms and conditions carefully. By paying or by using this Service, you agree that these Terms and Conditions constitute a legally binding agreement (“Contract”) between you and us.
If you do not agree to these Terms and Conditions, you are not authorized to use this Service for any purpose whatsoever.
If you are an employee, reseller, service provider, consultant, subcontractor or any other party obtaining the Service on behalf of another person or company, you will be deemed to have accepted the Terms and Conditions of this Agreement for said person or enterprise.
Where herein used, the terms below have the following meaning, unless the context requires otherwise:
1.1 “Agreement” designates the present Terms and Conditions.
1.2 “Device” designates a device, generally electronic, which processes data according to a series of instructions, including but not limited to, desktops, individual computers, laptops, notebooks, personal digital assistants (PDA), tablets and smartphones.
1.3 “Documentation” designates all documentation that we provide to you (printed or electronic) that accompanies the Service.
1.4 “Duration” shall mean the duration of the present Agreement, as it is described in Clause 4.1 below.
1.5 “Fee” Designates the fee payable for the Service
1.6 “Maintenance” collectively refers to updates, as well as the technical standard assistance.
1.7 “Service” shall mean the service that you have purchased (as stated in the submitted proposal), as well as the Software and accompanying Documentation.
1.8 “Software” designates any programs or data files that we will make available, including but not limited to the (eventual) updates, but excluding all third-party software.
1.9 “Start Date” shall mean the date which you purchased the Service.
1.10 “Third Party Licensee” shall have the meaning as described in Clause 10 below.
1.11 “Third Party Software” shall have the meaning as described in Clause 10 below.
1.12 “Update” designated all enhancements and version updates of the functionalities of the Service that We make available to you, at our sole discretion from time to time, but excluding any software, service and/or updates that We sell, license or sell as a new version or a new release.
1.13 “User” designates an employee, consultant or another person who uses a Device benefiting from the Service.
1.14 “User Licenses” designates the maximum number of Users or Devices who are authorized to receive the Service.
1.15 “We” designates C2 Innovations inc. and or its affiliates and “our”' shall mean belonging to us, reporting to us or engaged by us.
1.16 “'You” refers to you as a person and also designates the business or company on whose behalf uses the Service, and “your” means belonging to you, reporting to you, or engaged by you.
2.0 ORDERING PROCESS
2.1 We may offer free trials of the Service for a limited period of up to 30 days from the date we accept your request for a free trial. The Service is provided “AS IS” during the free trial period and Clauses 4.2 and 6 below do not apply. Prior to the expiration of your free trial, we may contact you and invite you to purchase the Service directly or through one of our designated resellers. By subscribing to the fee trial, you recognize and expressly acknowledge and agree that we can communicate the contact information to our resellers. If you wish to continue to benefit from the Service, please contact us or contact the reseller to arrange payment. If you do not purchase the Service, the present Agreement with terminate upon the expiration of the free trial period and you shall cease to use the Service.
2.2 Once you will have purchased the Service, we will send you a document confirming the Service to which you have subscribed and the duration of your subscription. If there no mention of the duration in the document, the default subscription will be of twelve (12) months from the date of purchase.
3.0 INTELLECTUAL PROPERTY
3.1 The Service, including and without limitation, all expertise, concepts, logic and specifications, are proprietary products owned by us and owned by our licensors and are protected worldwide by copyright and other intellectual property rights.
3.2 No licence, right or interest in our logos or trademarks is granted to you under this Agreement and you agree to not delete any product identifiers or notice of ownership restrictions.
3.3 You acknowledge and agree that the rights, titles and interests in any changes you make to the Service, as set forth below in this Agreement, remain our property.
4.0 RIGHTS AND RESTRICTIONS
4.1 Duration. The Agreement shall enter into force from the date of the acceptance and shall remain in effect until its terminated as stipulated in Clause 12 below (“Term”). The terms and conditions of liability, our intellectual property and our confidential information will survive termination of this Agreement for any reason whatsoever.
4.2Rights. In consideration of your payment of the Fee, we will grant you a non-exclusive right to use the Service during the Term, subject to the terms and conditions contained herein. You are authorized:
4.2.1 To use the Service for your internal commercial purposes, specifically in relation with the management of your service. (“Internal Commercial Purposes”)
4.2.2 To use, copy, reproduce, adapt and modify the Documentation uniquely for your Internal Commercial Purposes.
4.3 Restrictions. You are not authorized:
4.3.1 to modify or translate any part of the Service, except as necessary to configure the Service using the menus, options and the tools provided herein and contained in the Software;
4.3.2 to reverse engineer, disassemble or decompile the Software or any part thereof, or otherwise attempt to derive or determine the source code or the logic within the Software;
4.3.3 to sub-licenses, lease, sell, distribute or otherwise assign the Service (in whole or in part);
4.3.4 to use the Service to compete with us, including, without limitation, for competitive intelligence purposes.
4.3.5 to assign your rights as stated under this Agreement to another person or entity.
5.1 In consideration of your payment of the Fee, you will be entitled to Maintenance during the Term.
5.2 If you require technical assistance, you should contact our technical support department.
5.3 We reserve the right to limit the number of Users who may contact our technical support team.
6.0 WARRANTY AND RESPONSABILITY EXONERATION
6.1 We guarantee that during a period of ninety (90) days from the Start Date (the “Warranty Period”): (i) the Software will function substantially in accordance with the Documentation, provided that it is used in conformity with the Documentation on the designed Operating System(s); and (ii) the Documentation adequately describes the operation of the Software on all important aspects. If you notify us in writing of a breach of warranty as set forth in Clause 6.1 during the Warranty Period, our total liability and your exclusive remedy will be (at or discretion): (i) to correct or replace the Software and / or Documentation in a reasonable time; or (ii) terminate the Service and provide or authorize a refund of the Fee. All replacement Software or Documentation will be warranted for the remainder of the initial Warranty Period.
6.2 We guarantee that we will provide the Service during the Duration as defined in Clause 4.1. If you notify us in writing of a breach of warranty as set forth in Clause 6.2, our total liability and your exclusive remedy will be (at our discretion): (i) to correct or re-perform the relevant Service; or (ii) terminate the relevant Service and provide or authorize a refund a refund on a pro rata basis on the Fee for the relevant Service, that relates to the period after the termination date.
6.3 You acknowledge and agree to be responsible for all content sent to us from your Devices and Servers and you warrant that your use of the Service complies with all applicable laws and regulations. You also agree to indemnify and old harmless against any claims and /or claims arising out of (i) your content, (ii) your use of the Service, or (iii) your breach of this Clause 6.3.
7.0 WARRANTY EXCLUSIONS
7.1 Except for the express warrantees for the Software and the performance of the Service set forth in Clause 6.0 above, we and our third-party licensors, vendors and other contributors of certain software included do not submit any warranty, condition, undertaking or statement of any kind whatsoever, express or implied, legal or otherwise, in connection with the Service or any Third Party Software , including, without limitation, any implied warrantee or condition of merchantability, of satisfactory quality, for a particular job, of non-violation or arising out of the commercial usage, use or commercial use.
7.2 In addition to Clause 7.1, we do not warrant or represent that: (i) the Service will meet your requirements; (ii) the operating of the Service will be exempt of errors or uninterrupted (including without limitation due to network outages or failures and/or delays of third parties); (iii) the defects of the Service will be corrected; (iv) the Service will detect and/or correctly identifying and/or eliminate all threats and/or decontaminate all (malicious or other) applications or other components; (v) you are entitled to block or remove any third party information; (vi) you may encrypt, decipher, block or delete any third party information.
7.3 Some states/jurisdictions do not allow the exclusion of implied warrantees, the above exclusions may not apply to you and you may have other legal rights that vary from a state to state or according on the jurisdiction.
8.0 LIMITATIONS OF LIABILITY
8.1 You agree to use the Service at your own risk. Subject to the Clause 8.3 and to the fullest extent permitted by applicable law, We and our third party licensors, suppliers or contributors of certain included software shall in no event be liable to you (or to any person claiming through you) in the event of loss of profits, loss of contracts, business interruptions, loss or damage to any Third Party Software, indirect loss or damage, consequential / consequential loss or damage, loss or incidental damage (including without limitation negligence) or otherwise, even if we have been advised of the possibility of the such damages.
8.2 With the exception of our liability under Clause 6.3, Clause 8.3 and any liability which can not be limited by applicable law, (i) we will be solely liable to you in the event of direct losses, and (ii) our total liability arising out of or in connection with this Agreement (resulting from any cause of action and theories of liabilities) shall in no way exceed an amount equal to the amounts paid or payable by you to the Service for a period of twelve (12) months.
8.3 We do not limit our liability in connection with (i) any fraud, or (ii) any death or personal injury.
9.0 PRIVACY AND SECURITY
9.1 You acknowledge and agree that it may be necessary for us to collect and process certain information about you and individual Users for the purpose of performing the Service, and that the such information may include proprietary, confidential and/or personal information, including without limitation (i) names, email addresses, telephone numbers and other contact information; (ii) account user’s names; (iii) IP addresses; (iv) usage information.
9.2 You acknowledge and agree that we, and our affiliates, our sub-contractors and Third Party licensors, may also use certain information collected from you for our business purposes. Business purposes include, but without limitation to, product assistance, development and improvement, statistical analysis, billing and reports.
9.3 As a global company, our affiliates, subcontractors and Third Party licensors can be anywhere in the world. If we transfer or export any personal data to another country, we will ensure appropriate protection of such personal data.
9.4 You warrant that you have obtained all necessary authorizations and provided the necessary notifications to share with us the information described in Clause 9.0 for the stated purposes. You also acknowledge and agree that it may be necessary under applicable law to notify and /or obtain consent of persons before intercepting, accessing, monitoring, recording, storing, transfer, export, block access to, and/or delete their communications. You are solely responsible for the compliance of these laws.
9.5 Each party shall take appropriate technical and organizational measures against any unauthorized or illegal processing of personal data or their accidental loss, destruction or damage.
9.6 You agree to indemnify and hold us against any and all liability arising from your inability to comply with this Clause 9.0.
10.0 THIRD-PARTY SOFTWARE
10.1 The Service may operate or communicate with software or other technologies that we do not the own and are licensed to us by third parties (“Third Party Licensors”) but we have the necessary rights to licence you (“Third-Party Software”). You agree; (i) to use such said Third-Party Software in accordance with this Agreement, (ii) no Third Party Licensee makes any warrantees, conditions, undertakings, or representation of any kind, express or implied, with respect to such Third-Party Software or the Service itself, (iii) no Third Party Licensor shall assume any liabilities to you as a result of this Agreement or your use of such Third-Party Software, (iv) such Third Party Software may be licensed under conditions of license that grant you additional rights or contain additional restrictions in relation to such Materials, beyond those set forth in this Agreement, and such additional license rights and restrictions are described or linked to within the applicable Documentation, the corresponding C2 Innovations’ Web page, or within Service itself.
11.0 EXPORT CONTROL REQUIREMENTS
11.1 You hereby agree (i) to use, disclose and/or to transport the Service in accordance with all applicable export control laws and regulations; (ii) refrain from re-exporting or re-transferring the Service to any destination subject to trade restrictive measures or sanctions implemented nationally, regionally or internationally without proper authorization; (iii) be solely responsible for meeting any applicable government requirements in connection with your use and/or disclosure.
11.2 You agree to indemnify and hold us from all liabilities from and against any claim, disaster, responsibility or damages suffered or in connection with the breach of your Clause
12.1 This Agreement and your rights thereunder shall be immediately terminated if; (i) you fail to pay or are unable to recover the Fee in accordance with the agreed payment conditions; or (ii) you fail to comply with the terms and conditions of this Agreement; or (iii) you are or are the subject of any action for debt or you become insolvent; or (iv) your subscription for the Service expires.
12.2 In addition to our rights under Clause 12.1, we may immediately suspend our performance of the Service at any time if we deem reasonable that your use may constitute a security threat to the Service.
12.3 Upon termination of this Agreement, you must immediately stop using the Service. Upon termination of this Agreement, We may (i) disable the Service and (ii) remove all your customized settings, software and data from our systems.
12.4 All Fees paid or payable are non-refundable to the extent allowed by the applicable law.
13.1 The Service may contain confidential information that is secret and valuable to us and our licensors. You may not use or disclose such confidential information except in strict compliance with the terms and conditions of this Agreement. We reserve the right to disclose detailed information about the Agreement to third parties for advertising and promotional purposes and:
13.1.1 You expressly give us permission to include and publish your name and your logo in the list of our clients; and
13.1.2 You agree that we may send you emails to provide you with information, products and services, and to enable you to discover other products and services that may be of interest to you.
13.1.3 If you do not wish to give us the permission(s) stated on Clause 13.1.1 and/or 13.1.2, you may notify us at any time, specifying the permission(s) that is not granted.
14.1 No reseller, distributor or retailer from whom you were able to purchase the Service has been designated or authorized by us to act as an agent or representative on our behalf. No such person shall have the authority, express or implied to: (i) amend this Agreement; (ii) enter into any contract on our behalf; (iii) provide you with any representations or warranties on our behalf; or (iv) to bind us otherwise in any manner whatsoever.
14.2 You agree to pay the Fee in full in accordance with our invoice, or the invoice from the designated reseller (depending on the case). Unless otherwise indicated, the Fee is exclusive of applicable taxes and duties. You agree to pay such taxes and duties, or, if applicable, to provide an appropriate waiver certificate. Invoices may provide additional interests payable on any outstanding amounts on their due dates.
14.3 You agree that we may, at our sole discretion, assign, transfer or subcontract our rights or obligations under this Agreement to any one of our subsidiaries and other group companies, resellers, distributors or retailers.
14.4 We may modify the terms and conditions of this Agreement at any time by providing a reasonable prior notice, including, but not limited to, by publishing revised terms and conditions on our website on the URL http://www.c2atom.com/legal. You agree to be bound by the amended terms and conditions.
14.5 Our inability to enforce any of the terms and conditions of this Agreement shall not be deemed to constitute a waiver of our rights under this Agreement.
14.6 The illegality, invalidity or inapplicability of any part of this Agreement shall not affect the legality, validity or enforceability of the remainder of this Agreement.
14.7 If you have entered into a separate written agreement with us regarding the use of the Service, the terms and conditions of such signed agreement shall prevail over any conflicting general conditions of this Agreement. This Agreement is otherwise the indivisible agreement between you and us in connection with the Service and supersedes any other communication, contract or verbal or written statement made in a fraudulent manner.
14.8 In the event of any discrepancies between the French version of this Agreement and any translated version, the French version shall prevail.
14.9 A person that is not a party in this Agreement shall not have the right to enforce any terms and conditions of this Agreement under the applicable law and the parties to this Agreement are not intended to create third-party rights with this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Québec.
Any notice to be given to us or any matter concerning this Agreement should be addressed to:
C2 Innovations inc,
20865, chemin de la Côte-Nord, Suite 102,
Boisbriand, Québec, Canada, J7E 4H5