Last revised: February 13, 2023
Company: 9427-8132 Québec Inc., a Canadian company doing business as Accolad Reconnaissance (together with its affiliated entities, “ Company ”, “ we ”, “ our ”, and “ we ”)
9427-8132 Québec Inc. doing business as Accolad Reconnaissance
Attn: Data Protection Lawyer
410, rue Saint-Nicolas, suite 236
Montreal (Quebec) H2Y 2P5
Company Websites: the websites located at ( https://www.accolad.com ) (together with any websites on related domains or subdomains, the “ Site ”).
Company Applications: the mobile or online application(s) or platform titled Accolad (collectively, the “ Application ”).
THESE TERMS SET FORTH THE LEGALLY BINDING TERMS THAT GOVERN YOUR USE OF THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU AUTOMATICALLY AGREE TO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY, INCLUDING OF LEGAL AGE, TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY OR STAFF YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SERVICES OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OF AGE. IF YOU DO NOT AGREE WITH ALL PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.
1.1 Account creation. In order to use certain Services, you may be required to create an account on the Site or Application (“ Account ”) and provide certain information about yourself as prompted by the account registration form. Additionally, subject to Section 1.4 below, certain account administrators of you or your organization may be required to register an account on your behalf. To the extent you create an Account, you represent and warrant that: (a) all required registration information you submit is true and accurate; and (b) you will maintain the accuracy of such information. You may delete your account at any time, for any reason, by emailing firstname.lastname@example.org requesting it. The Company may suspend or terminate your Account in accordance with these Terms at any time, and you agree that the Company will have no liability to you for any termination of your Account.
1.2 Account Eligibility. As an express condition of being authorized to create and access an Account, you represent and warrant that you (a) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside; (b) are not listed on any list of persons prohibited from receiving services under U.S. law (including, without limitation, the Denied Persons List and Entity List published by the U.S. Department of Commerce, the Bureau of Industry and Security) or other applicable jurisdictions; (c) are not a resident of any country subject to currently in force sanctions imposed by the United States of America or the United Nations; and (d) are at least 18 years of age or older, and if you are under 18 years of age, your parent or legal guardian, as applicable,
1.3 Account Responsibilities. You represent and warrant that all required registration information you submit is current, complete, true and accurate. You also agree and acknowledge that you will maintain the accuracy and completeness of such information. You are responsible for maintaining the confidentiality of your account login information and are fully responsible for all activities that occur under your account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. Additionally, you accept all risks associated with unauthorized access to your Account.
1.4 Administrators. If you are an account administrator on behalf of an organization or group that is a customer of Company, you may designate authorized users of your organization's account, and by using the Site and Services, you confirm that you are authorized by your organization to do therefore. Such authorized users will have the ability to access your organization's account and take any actions that users are permitted to take under these Terms and any applicable services agreement between you and Company. If you create or receive a user account as an employee or contractor of an organization that has a separate services agreement with Company, you represent that you are authorized by your organization to do so, and you agree to use the Services only as authorized by your organization. By your use of the Services on behalf of your organization's staff or employees, you acknowledge and understand that you may be required to create accounts and provide information about your staff or employees in accordance with Section 1.1 above. To the extent that you, as an administrator, create or register accounts for employees or personnel of a Company client, you acknowledge (a) that you will be responsible for the creation, eligibility, responsibilities, account password, notices and other representations and obligations described in this Section 1; (b) this Company will have no control over your human resources or employment practices, with Company having minimal direct contact with staff and employees of your organization through their account or their email; and (c) that you are and will remain responsible for all matters, data updates and privacy policies governing the processing of your employees' and personnel's data.
1.5 Account password. When registering for an account, you will provide the Company with a password to access your account. You are responsible for maintaining the confidentiality of your password and for all activities of yours and any third parties that occur through your account, whether or not authorized by you. You agree to immediately notify Company of any suspected or actual unauthorized use of your account. You agree that the Company will not be liable for any cost, loss, damage, or expense resulting from any failure by you to maintain the security of your password or account information.
1.6 Notices. By providing us with your email address, you agree to receive all required notices electronically, to the email address provided. Notices will be provided in HTML format, in the text of the e-mail sent to you, in an electronic document attached to the e-mail, or via a link to an appropriate notice page on the Site accessible through any standard Internet browser available on the market.
1.7 Termination of Account. You can delete your account at any time, for any reason, by making a request via the email email@example.com . Company may suspend or terminate your Account in accordance with these Terms at any time (including the termination provisions in Section 7 below), and you agree that Company will have no liability to you for any termination of your Account . Despite termination of your account, all fees (including professional services such as installation and training) are non-refundable.
1.8 Monitoring. You hereby authorize the Company, and the Company reserves the right (without any obligation):
- To review any User Content (defined below) that you have submitted, removing or refusing to post or use such User Content for any reason or for no reason.
- To monitor your use of the Services and Company Content (defined below).
- To investigate or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or applicable laws, or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your account in accordance with these Terms, and reporting you to law enforcement authorities.
- To disclose your identity or other information about you to any third party who claims that any material or user content posted by you violates the third party's rights, including its intellectual or proprietary rights or right to privacy, in accordance with our privacy notice.
- Access to Services
2.1 License. Company grants you a non-transferable, non-exclusive, revocable, non-sublicensable, limited license to use and access the Services solely for your personal, non-commercial use, and to view Company Content (as defined herein) on your computer or other device (the “ License ”), which License is expressly conditioned on your compliance with these Terms and is specifically subject to all restrictions set forth herein. This License is revocable by Company at any time without notice or warning, and Company will not be liable to you or any third party for any such revocation. Except as explicitly stated herein, nothing in the Terms shall be construed as conferring any license to any intellectual property rights, whether by estoppel, implication or otherwise.
2.2 Certain Restrictions. The license granted to you in these Terms is subject to the following restrictions: (a) you shall not license, sell, rent, publish, provide, lease, transfer, assign, distribute, host or commercially exploit the Services, whether in whole or in part, or any content displayed via the Services; (b) you shall not modify, make derivative works of, disassemble, decompile or reverse engineer any part of the Services; (c) you will not access the Services in order to create a similar or competitive website, product or service; (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (e) you will at all times remain in compliance with the Acceptable Use Policy set forth below, and (f) you must be at least eighteen (18) years old. You may not assist any third party in carrying out these prohibited activities. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services will be subject to these Terms. All copyright and other proprietary notices displayed via the Services (or on any content displayed via the Services) must be retained on all copies thereof.
2.3 Compliance with Laws. In providing or using these Services, the Company and you, individually and on behalf of staff and employees of your organization who may use the Services, agree to comply with all applicable laws and regulations, including including U.S. and international data protection laws. You acknowledge and understand that you must ensure that your organization's staff, employees or other users of the Services are aware of and comply with these Terms.
2.4 Customer Data. Customer or User represents and warrants that it owns or has obtained all necessary rights, title and interest, and has obtained all necessary consents or other legal bases to transfer and process, and authorizes Company to transfer and process to purposes of the Services, your data and the data of the staff and employees of your organization in relation to these Terms. You further represent and warrant that any such data shared hereunder does not infringe any third party intellectual property rights and is used in accordance with the employment laws applicable to you and your organization.
2.5 Acceptable Use Policy. The following terms constitute our “ Acceptable Use Policy ”:
- You agree not to use the Services to collect, upload, transmit, display or distribute any User Content or to take any action that: (i) violates any third party right, including any copyright, trademark, patent, secret commercial, moral rights, rights of privacy, rights of publicity or any other intellectual property or proprietary rights; (ii) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, incites racism, bigotry, hatred or physical violence of any kind against any group or individual or is otherwise objectionable; (iii) is harmful to minors in any way; or (iv) is in violation of any law, regulation or obligation or restriction imposed by any third party.
- You agree not to: (i) upload, transmit or distribute to or through the Services any computer viruses, worms or any software intended to damage or alter a computer system or data; (ii) send through the Services any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or others ; (iii) use the Services to harvest, collect, assemble or assemble information or data about other users, including email addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or attempt to do so, including via sending a virus, overloading, flooding, spamming, mailbombing mail or scripts, or violate the regulations, policies or procedures of the networks on which the Services are available; (v) attempt to gain unauthorized access to the Services (or other computer systems or networks connected to or used with any Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; (vii) use any engine, browser, avatar, intelligent agent, robot, spider, scraper, deep link, software or automated agents, tools, algorithms, programs, methodology or scripts to access, acquire, browse, search, copy or monitor the Services or any content therein, to produce multiple accounts on the Services, or to generate automated searches, requests or queries (or to delete, delete or extract data) from the Services (provided, however, that we conditionally grant operators of public search engines revocable permission to use spiders to copy material from the Services for the sole purpose and only to the extent necessary to creating publicly available searchable indexes of materials available on the Services, but not caches or archives of such materials, subject to any parameters we may set elsewhere in these Terms or in our robots.txt files) ; (vii) access, tamper with or use non-public areas of the Services, the Company's computer systems or the technical delivery systems of the Company's suppliers, contractors or partners; (viii) probe, scan or test the vulnerability of any system or network or breach or circumvent any security or authentication measures used in connection with the Services; (ix) forge any TCP/IP packet header or any part of the header information in any email or posting or in any way use the Services to send altered source identifying information, misleading or false; (x) commercially exploit any content on the Services other than content you provide; (xi) modify, create derivative works of, disassemble, decompile or reverse engineer any part of the Services; (xii) access the Services in order to create a similar or competitive website, product or service; (xiii) use the Services in a way that distracts you or prevents you from obeying traffic or safety laws; (xiv) use the Services for any illegal activity or merchandise or in any manner that exposes you, other users of the Services, our supplier, contractors or partners, or the Company to harm; or (xv) otherwise use the Services except as expressly permitted under these Terms.
2.6 Modification. The Company reserves the right, at any time, to modify, suspend or discontinue any Service (in whole or in part) or the License with or without notice, or any Fees (as defined below) charged for the Services. You agree that Company will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services or the License or Fees, or any part thereof. The Company will use reasonable and affordable efforts to notify you and its other customers of all modifications, suspensions and updates to the Services and these Terms (in accordance with section 9.1 below).
2.7 No Support or Maintenance. The provision of any support or maintenance by the Company with respect to the Services will be at the sole discretion of the Company. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Services unless expressly agreed to in writing, and may cease providing or refuse to provide support or maintenance services at any time and for whatever reason.
2.8 Ownership; Reservation of rights. You acknowledge and agree that all intellectual property rights (as defined herein) in the Services and their content are and will remain the property of the Company or the Company's suppliers, subcontractors or partners. The Company has the right to assign, transfer or sell such rights or content to a third party, who in turn may have the right to assign, transfer or sell such rights or content. Neither these Terms (nor your access to the Services) transfers to you or any third party any right, title or interest in or to such Intellectual Property Rights, except for the limited access rights expressly granted to you in License. The Company and its suppliers, subcontractors and partners reserve all rights not granted in these Conditions. No implied license is granted under these Terms.
2.9 Intellectual Property Rights. For the purposes of these Terms, “ Intellectual Property Rights ” means all intellectual property rights throughout the world arising by statutory or common law, whether perfected or not, including without limitation limit, all (a) patents, patent applications and patent rights; (b) rights associated with works of authorship, including copyrights, copyright applications and copyright registrations; (c) rights relating to the protection of trade secrets and confidential information; (d) any other proprietary rights relating to the Intangible Property (other than trademark, trade dress or service mark rights); (e) divisions, continuations, renewals, reissues and extensions of the foregoing (as and to the extent applicable) now existing, hereinafter filed, issued or acquired; and (f) any goodwill associated with any of the foregoing.
3.1 Company Content. Unless otherwise stated, information and materials (including, without limitation, HTML, text, audio, video, white papers, press releases, data sheets, product descriptions, source code, object code, software and FAQs and other content) created, generated, published and/or made available by the Company on or through the Services (collectively, “ Company Content ”) are the copyrighted works of the Company and its licensors, and Company and its licensors expressly retain all rights and interests in and to the Company Content, including, without limitation, all intellectual property rights therein. Except as expressly permitted in these Terms, any use of the Company Content is considered a breach of your agreement with the Company under these Terms, and may also violate copyright and/or other applicable laws.
3.2 Downloadable Content. In the event Company makes Company Content available for downloading or printing via the Services, as applicable, Company hereby grants you the limited, revocable, non-transferable, non-exclusive right to download and print print such Company Content provided that (a) this activity is solely for your personal, educational, or non-commercial use, (b) you do not modify or prepare derivative works of the Company Content, (c) you will not obscure, modify or remove any copyright notice stated on any Company Services or Content, (d) you will not reproduce, redistribute or publicly display any Company Content, and (e) you will not copy any company content on another medium or another storage format.
3.3 Third-Party Links and Ads. The Services may contain links to third party offerings, applications, websites and/or services, and/or display advertisements for third parties (collectively, “ Third Party Services ”). These Third Party Services are not under the control of the Company and the Company is not responsible for the Third Party Services. You acknowledge and agree that the Company will not be liable for any Third Party Services, including with respect to their performance, payment or any damages or claims arising from your use thereof. You will be solely responsible for payment associated with your use of any Third Party Services. Company provides access to these Third-Party Services only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Services at your own risk and should exercise a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Services, the terms and policies of the applicable third party may apply, including the third party's privacy and data gathering practices, and any terms that third party may apply to the related services. these third-party services. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Services.
3.4 User Content.
- Definition and responsibility . “ User Content ” means all information and content that a user submits to or uses with the Services (for example, the content of the user's profile or postings). You are solely responsible for your User Content. You assume all risks associated with Company's or other parties' use of your User Content, including any reliance on its accuracy, completeness, or usefulness, or any disclosure of your User Content that personally identifies you or a third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company. Because you are solely responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Company is not obligated to backup any User Content, and your User Content may be deleted at any time without notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you choose.
- License . You hereby grant (and you represent and warrant that you have the right to grant) to the Company an irrevocable, non-exclusive, perpetual, royalty-free, fully-paid, worldwide license to reproduce, distribute, publicly display and perform , prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and sublicense the foregoing rights with multiple tiers of sublicensees, for the purpose of including your Content user in the Services and for any other use or purpose that Company may have for such User Content, subject to applicable privacy laws. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
- Other users . Each user of any Service is solely responsible for all or part of their own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or others. We make no guarantees about the accuracy, timeliness, suitability, or quality of any User Content. Your interactions with other users of any Service are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any other user of any Service, we are under no obligation to become involved.
- Deletion of User Content . You understand that any termination of your account may involve deletion of your User Content associated with your account from our live databases. User Content may also be deleted if you do not access or use your Account for a period of more than 60 days, or due to outage or failures of third-party applications or services on which the Company relies to store User Content. Company will have no liability to you for any termination of your account or deletion of your User Content.
3.5 Feedback. If you provide Company with any feedback or suggestions regarding the Services (“ Feedback ”), you hereby assign to Company all rights in and to such Feedback and agree that Company shall have the right to use and fully exploit these comments and related information in any manner. The Company will treat any Feedback you provide to the Company as non-confidential and non-proprietary. You agree not to submit to Company any information or ideas that you consider confidential or proprietary.
3.6 Copyright Policy. As a condition of your right to use the Services, you agree to respect the intellectual property rights of others. Accordingly, you agree not to upload or post on the Service any copyrighted material, trademarks, or other proprietary information owned by any third party without the prior written consent of the applicable third party. In connection with the Services, we have adopted and implemented a Digital Millennium Copyright Act (“ DMCA ”) procedure. Company's DMCA process is consistent with that suggested DMCA, the text of which can be found at the U.S. Copyright Office website (as of the date these Terms were last revised, located at http://www .copyright.gov/legislation/dmca.pdf ). If you believe that your copyrighted work has been illegally uploaded or posted on the Services, you may send written notice to Company at the email address provided in Company's contact information above, and the Company will respond in accordance with its DMCA procedure. The Company reserves all rights to seek damages and costs associated with infringement and/or fraud.
- Payment Terms.
4.1 Company Paid Services. The Company may offer paid Services on a recurring basis (“ Subscription Services ”) or on a usage-based basis (“ On-demand Services ” and, together with Subscription Services, “ Paid Services ”). The license to use and access any paid service is expressly conditioned upon full payment of all amounts due for this purpose (the “ Fees ”). By using or accessing any Paid Services, you hereby agree to pay in full all applicable Fees for such Paid Services as may be established by Company from time to time. Failure to comply with or pay any Fees due constitutes a material breach of these Terms.
4.2 Fee amounts; Changes. Fees may be established and communicated by the Company by email, a posting via the Services (such as on the Site or in the Application), a notice posted within or delivered to your Account, or as otherwise agreed to by written agreement or purchase order executed by you and the Company. Company has the right to modify, remove, discontinue or impose conditions on the Paid Services or any feature or aspect of a Paid Service at any time, including the Fees associated with such Paid Services. Notice of any Fee changes may be given by email, by posting through the Services (such as on the Site or Platform), or by notice posted within or delivered to your account. You agree to periodically review the Company's pricing and policies made available through the Services in order to stay informed. Your continued use of any Paid Services affected by a change in Fees will constitute your agreement to such changes and authorization for Company to collect such Fees in the future. Any changes to fees and other charges will not be applicable until the billing period or renewal period following the period in which the change in fees occurs.
4.3 Free Trial. Access to certain Paid Services may be permitted for a free trial period, as indicated when accessing such Paid Services (the “ Free Trial Period ”), without payment of Fees. Upon expiration of the free trial period, your license to use such paid services will terminate until you have paid the required fees. If you continue to use paid services after the end of any free trial period, or if you fail to cancel your subscription to such paid services during the free trial period, the Company may automatically bill you for the fees payable for this paid service. after the end of the applicable free trial period.
4.4 Non-refundable; Taxes. All fees (including professional services such as installation and training) are non-refundable. All Fees are exclusive of any taxes, levies or duties imposed by taxing authorities, and you acknowledge and agree that you are responsible for all taxes applicable to the Fees, Paid Services or any related charges in all applicable jurisdictions. .
4.5 Payment. Fees may be paid by debit card, credit card or any other form that the Company communicates in writing to be acceptable. If you link a debit or credit card to your account, you hereby authorize us to collect all charges from your linked debit card or to charge your linked credit card without further authorization, including all charges or costs incurred as a result of such debit. or charge. Regardless of the payment method, we reserve the right to deduct Fees from any balance in your Account or from your linked bank account.
You agree to indemnify and hold Company (and its officers, employees, affiliates, licensors, service providers and agents) harmless, including costs and attorneys' fees, from any claim or demand made by any third party. due to or arising out of (a) your use of the Services, (b) your violation of these Terms, (c) your violation of any applicable laws or regulations (including failure to comply with applicable U.S. and international privacy laws data) or (d) your User Content and the access, reliance or use of your User Content by any other user of the Services. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of the Company.
- Limitation of liability; Disclaimer; Dump.
6.1 Discharge. To the maximum extent permitted by applicable law, you release and forever discharge Company (and our officers, employees, affiliates, licensors, service providers, agents, subcontractors, partners, successors and assigns) and relinquish and hereby waive and waive any and all past, present and future disputes, claims, controversies, demands, rights, obligations, liabilities, actions and causes of action of every kind and nature (including personal injury, death, and property damage). ), which arose or occurs directly or indirectly outside of the Services, or which relates directly or indirectly to the Services (including any interaction with, or act or omission of, other users of any Service, any User Content or any Links and Advertisements of Third Parties), including any dispute, claims, controversies, demands, rights, obligations, liabilities, actions or causes of action which may not yet exist or the facts of which you may not be aware. IF YOU ARE A RESIDENT OF QUEBEC, PLEASE NOTE THAT THIS CLAUSE MAY BE INVALID AND INEFFECTIVE WITH RESPECT TO PERSONAL INJURY AND PROPERTY DAMAGE CAUSED INTENTIONALLY OR BY GROSS NEGLIGENCE. IF YOU ARE A RESIDENT OF THE PROVINCE OF QUEBEC, PLEASE NOTE THAT THIS CLAUSE DOES NOT AFFECT YOUR RIGHTS AS A CONSUMER UNDER THE CIVIL CODE OF QUEBEC.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS OF WHICH THE CREDITOR DOES NOT KNOW OR IS NOT SUSPECTED TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTION OF THE RELEASE WHICH, IF HE KNOWS, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
- THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THE COMPANY (AND OUR SUPPLIERS, SERVICE PROVIDERS, AFFILIATES, LICENSORS, CONTRACTORS AND PARTNERS) EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY OR NON-INFRINGEMENT. WE (AND OUR SERVICE PROVIDERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES REGARDING THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
- SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
6.3 Limitation of Liability. has. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY (OR OUR SUPPLIERS, SUBCONTRACTORS OR PARTNERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF DATA, PRODUCT SUPPLY COSTS OF SUBSTITUTION, OR ANY INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO AND USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. b. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION), SHALL BE AT ANY TIME LIMITED TO A MAXIMUM OF FIFTY CANADIAN DOLLARS ($50 CAD). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS, SUBCONTRACTORS AND PARTNERS HAVE NO LIABILITY OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT. vs. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
6.4 Acceptance. You acknowledge that the Services may not function properly and error-free all of the time, and agree that the Company shall not be liable in any way for any accessibility downtime or errors in its functionality.
- Terms and Termination.
Subject to this Section, these Terms will remain in full force and effect while you use the Services. We may suspend or terminate your License to use the Services (including your Account) at any time for any reason, in our sole discretion. If you use or attempt to use any of the Services in violation or violation of these Terms, your License to use the Services will automatically and immediately terminate. Upon termination of your license under these Terms, your Account and right to access and use the Services will immediately terminate. Company will have no liability to you for any termination of your rights, Account or License under these Terms. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Section 2 through Section 9.
- Dispute resolution.
Please read the provisions of this section carefully as it is an agreement relating to the resolution of disputes by arbitration. This is part of your contract with the Company and affects your rights, containing a right for the Company to elect MANDATORY BINDING ARBITRATION AND ALSO A CLASS ACTION WAIVER.
8.1 Arbitration clause. At the sole discretion of the Company, the Company may require you to submit any dispute, claim, grievance, complaint or action arising out of these Terms or the use of the Services, including disputes arising out of or concerning their interpretation, violation , invalidity, non-performance or termination, to final and binding arbitration under the arbitration rules of the Canadian Arbitration Association applying the law of the province of Quebec or the Federal Arbitration Act of Canada.
8.2 Waiver of Jury Trial. If any litigation arises between you and the Company in any state or federal court to vacate or enforce an arbitration award, you and the Company shall waive a jury trial and instead elect to have a judge decide the dispute.
8.3 Waiver of Class or Consolidated Actions. All claims and disputes under this Section 8 must be resolved by arbitration or individual litigation and may not be subject to class or consolidated arbitration involving more than one customer or user.
8.4 Confidentiality. All aspects of the arbitration proceeding, including the arbitrator's decision, will be confidential unless otherwise required by law. The parties agree to maintain confidentiality, except in the event that a party must submit information to a court to enforce the agreement, enforce an arbitration award, or seek injunctive or equitable relief.
8.5 Right of waiver. Any or all of the rights and limitations set forth in this Section 8 may be waived by the party against whom the claim is asserted, without affecting any other portion of these Terms.
8.6 Equitable Emergency Assistance. Either party may seek emergency equitable relief in a provincial or federal court to maintain the status quo pending arbitration, without this being deemed a waiver of any other rights or obligations in under this arbitration clause.
8.7 Claims Not Subject to Arbitration. Claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party's patent, copyright, trademark or trade secrets are not subject to the arbitration under this Section 8.
8.8 Courts. In any case where the preceding Section 8 permits the parties to bring an action in court, the parties agree to submit to the personal jurisdiction of the courts located in the judicial district of Quebec, Province of Quebec, for such purpose.
9.1 Modifications. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if applicable), or by posting notice of the changes. on the Site or via your account. You are responsible for providing us with your most recent email address. In the event that the last e-mail address that you have provided to us is not valid or is not capable of delivering to you the notice described above, our dispatch of an e-mail containing such notice will nonetheless constitute effective notice changes described in the notice. Any changes to these Terms will be effective upon the earliest of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our website. site. These changes will be effective immediately for new users of the Services. Continued use of the Services following notice of such changes will indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes.
9.2 Export. The Services may be subject to Canadian export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.
9.3 Disclosures. The company is located at the address indicated above. If you reside in Quebec, you can report any complaints to the Consumer Protection Office by contacting their customer service.
9.4 Electronic Communications. Communications between you and Company use electronic means, whether you use the Services or send us emails, or whether Company posts notices through the Services or communicates with you by email. For contractual purposes, you (a) consent to receive communications from the Company in electronic form; and (b) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement of notice and enforceability.
9.5 Whole terms; Construction; divisibility; Assignment. These Terms constitute the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The term “including” means “including, but not limited to.” If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable for the time being. maximum extent permitted by law. Your relationship with the Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, any delegation or transfer in violation of the foregoing will be null and void. The Company may freely assign these Terms. The terms and conditions set forth in these Terms will be binding on assignees.
9.6 Copyright/Trademark Information. Copyright © 2023 Accolad Recognition, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed in connection with the Services are our property or the property of third parties. You are not authorized to use these Marks without our prior written consent or the consent of such third party who may own the Marks.
9.7 GDPR and data protection. You acknowledge and understand that your use of the Services may be subject to additional terms and conditions under the General Data Protection Regulation (Regulation (EU) 2016/679) and other applicable data protection laws.