TERMS OF USE

Welcome to https://certimaillf2mi.wpengine.com (hereinafter the “Website”)

This document (the “Agreement”) is a contract between you (“you” or “User”) and 9354-0367 Québec Inc, doing business under the name Certimail (“Certimail”), respecting the terms associate with use of the Website.

Certimail is a company that is duly registered under the Companies Act (Quebec), and has its principal place of business at 1350, croissant Saturne, Brossard, QC, J4X 1M9.

  1. YOUR REPRESENTATION AS USER

By using or accessing the Website, you represent that you:

  1. are of legal age to enter into this Agreement;
  2. use the Web on behalf and for the benefit of an enterprise or corporation doing business in Canada, not personally as a consumer; and
  3. accept the terms and conditions hereof.

If at any time you do not or cannot accept the terms and conditions hereof, you must refrain from accessing or cease using the Website.

  1. USE OF THE WEBSITE AND REGISTRATION
    • To access certain Website functions, you must provide:
      • the name of the enterprise or corporation on behalf of which you are using the Website and/or Services (the User),
      • the name of the natural person who has the power to represent the enterprise or corporation and who will be liaising between Certimail and the enterprise or corporation,
      • the email address of the said representative of the enterprise or corporation,
      • the postal code of the domicile of the enterprise or corporation,
      • the number of employees of the enterprise or corporation,
      • the area of activity of the enterprise or corporation.

(collectively the “Registration Information”)

  • During the registration process, you undertake to provide true, accurate, current, and complete information. You represent and warrant that you will not register under another person’s name.
  1. DEFINITIONS
    • “Intellectual Property” means all registered or unregistered intellectual property rights, including those resulting from or relating to: (i) all national and foreign patents and national patent applications, including patentable or unpatentable inventions relating to the Software; (ii) all trademarks that are or are being registered, including but not limited to the Certimail Trademark, the so-called “common law” rights to trademarks acquired through the use thereof, commercial names, social network identifiers, domain names, as well as the goodwill associated therewith that are used by Certimail on the Website; (iii) all works protected by copyright, including software, source codes, object codes, algorithms, underlying HTML codes, CSS files, Javascript files, texts, documentation, drawings, diagrams, forms, photographs, sound recordings, cinematographic recordings, diagrams; (iv) the general appearance of the website (commonly referred to as the “look and feel”) and the layout of the various elements of a website; and (v) all commercial and technical information, including technical data, trade secrets, ideas, formulas, algorithms, methods, techniques, procedures, research and development and know-how, databases, compilations and data collections.
    • “Software” means the software and applications used by Certimail and made available to the User on a server that may be accessed remotely by the computer of the User in accordance with the terms and conditions hereof for the purposes of the Diagnostic Service, the Recommendation Service, the Certification Service or the Certificate Maintenance Service, which includes any update to or improvement of the Software.
    • “Certimail Trademark” means the Certimail trademark filed in the Register of Trademarks of Canada under application registration no. 1657264 and any other trademark specified in the Certimail Licence.
    • “Intellectual Property” means all registered or unregistered intellectual property rights, including those resulting from or relating to: (i) all national and foreign patents and national patent applications, including patentable or unpatentable inventions relating to the Software; (ii) all trademarks that are or are being registered, including but not limited to the Certimail Trademark, the so-called “common law” rights to trademarks acquired through the use thereof, commercial names, social network identifiers, domain names, as well as the goodwill associated therewith that are used by Certimail on the Website; (iii) all works protected by copyright, including software, source codes, object codes, algorithms, underlying HTML codes, CSS files, Javascript files, texts, documentation, drawings, diagrams, forms, photographs, sound recordings, cinematographic recordings, diagrams; (iv) the general appearance of the website (commonly referred to as the “look and feel”) and the layout of the various elements of a website; and (v) all commercial and technical information, including technical data, trade secrets, ideas, formulas, algorithms, methods, techniques, procedures, research and development and know-how, databases, compilations and data collections.
    • “Service” refers, collectively, to the Diagnostic Service, the Recommendation Service, the Certification Service and the Certificate Maintenance Service.
  2. INTERDICTIONS

In order to use the Website, you agree to refrain from:

  1. impersonating, or misrepresenting your connection with, any person or entity;
  2. using the Software with a view to providing third parties with services similar to those offered by Certimail;
  3. accessing or using sectors of the Website or Certimail computer systems that are not public, including without limitation the source code or object code of the Software;
  4. writing or developing software derived from the Software or a module of the Software;
  5. modifying, correcting or improving the Software;
  6. attempting to detect, explore or assess a vulnerability of the Website or a connected system or network, or breaching the security or authentication measures used in connection with the Website, systems and networks;
  7. attempting to decrypt, decompile, disassemble or reverse engineer the software used to provide the Website;
  8. hampering or threatening to hamper other users in any manner whatsoever, or barring access or attempting to bar access to a user, host or network, notably by transmitting a virus to the Website, or overloading, flooding or spamming the Website;
  9. in any manner whatsoever reproducing, publishing, selling, distributing or authorizing the reproduction of the Intellectual Property by a third person;
  10. contesting the ownership or validity of Certimail’s Intellectual Property;
  11. using the Website in an abusive manner that is contrary to its intended use, documentation, or reasonable directives of Certimail.

Certimail shall have the right to investigate any breach of the above conditions and bring proceedings in that respect, specifically as regards an infringement of an intellectual property right and a possible security breach, and this to the fullest extent of the law. Certimail may seek assistance from the authorities responsible for applying these laws, and shall cooperate with them to bring such proceedings against users who violate this Agreement. You acknowledge that while Certimail is not required to monitor your access to or use of the Website, it does have the right to do so in the context of its operation of the Website in order to ensure that you are complying with this Agreement or with any applicable law, order or requirement of a court, administrative body or other government agency.

  1. NO CONSULTATION OR LEGAL OPINION

THE INFORMATION PROVIDED ON OUR WEBSITE, INCLUDING, WITHOUT LIMITATION, THE DIAGNOSTIC SERVICE, RECOMMENDATION SERVICE, CERTIFICATION SERVICE, CERTIFICATE MAINTENANCE SERVICE, QUESTIONNAIRES, SCORES, EVALUATIONS, RECOMMENDATIONS, SUGGESTIONS, CERTIFICATIONS AND ANY OTHER CONTENT ON THE WEBSITE DO NOT CONSTITUTE LEGAL OPINIONS. CERTIMAIL IS NOT AUTHORIZED TO PROVIDE CONSULTATIONS OR LEGAL ADVICE. FOR ANY LEGAL ADVICE OR OPINION, YOU MUST CONSULT A QUALIFIED PROFESSIONAL.

  1. NO WARRANTY

This Website is provided “as is”, and we make no explicit or implicit representation and grant no warranty as to content. Without limiting the generality of the foregoing, we do not guarantee that this Website or the Software is error free or that it responds to specific criteria in terms of performance or quality. We explicitly decline any liability relating to any implied warranty, including, without limitation, as regards merchantability, suitability for a given use, absence of violation, compatibility, security or accuracy.

Use of this Website or Software is at your own risk, and you must assume full responsibility for and bear all risks of loss resulting from this use. Certimail shall incur no liability in respect of direct, indirect, special, ancillary, consecutive or punitive damages or any other damage whatsoever resulting from an action in justice seeking its contractual, legal or tortious liability (including, without limitation, negligence) or other such liability in respect of the use of the said Website or Software or the relevance of the information available on or relating to the Website.

Some links posted on the Website lead to resources maintained by third parties over which we have no control. Without limiting the generality of the foregoing, we make no explicit or implicit representation and grant no warranty in respect of the contents of the said resources or sites.

  1. INTELLECTUAL PROPERTY
    • You acknowledge that Certimail is the holder of any right to or title or interest in the Intellectual Property.
  2. COOKIES
    • Certimail hereby informs you that one or several cookies may be stored on the hard drive of the computer that you use to visit the Website. The cookies sent by the Website do not seek to identify you. They record the Website browsing information of the computer on which the cookie is stored. Under no circumstances will cookies use nominative and personal information on you. You may prevent cookies from being stored on the hard drive of the computer you use to browse the Website by changing the option settings of that computer’s browser software.
  3. INDEMNIFICATION
    • The User undertakes to save and take up the defence of Certimail and its directors, officers and other representatives in respect of any loss suffered or incurred by them that in any manner whatsoever is caused by or results from the following:
      • any inaccuracy, falsehood or breach of a representation or warranty made or given by the User in this Agreement;
      • failure, on the part of the User, to honour an undertaking or obligation provided for in this Agreement.
    • Certimail shall not be held liable for any direct or indirect damage or any punitive or exemplary damage incurred by the User owing to its use of the Website or a Service. Notwithstanding the foregoing, Certimail’s liability shall not exceed the sum of the amounts received by Certimail in the 12 months preceding the event from which the User’s claim for damages originates.
  4. RELATIONS BETWEEN PARTIES
    • The parties acknowledge that this Agreement shall not operate to create a relation of mandatary, partner, employee or legal representation between Certimail and the User.
    • The Parties further acknowledge that they are acting as independent entrepreneurs, and that each is free to administer its own business as it may see fit notwithstanding this Agreement. They confirm that no provision herein shall be interpreted in such a manner as to grant one Party the power to control the affairs and operations of the other party.
  5. AMENDMENTS TO THE AGREEMENT
    • The terms and conditions of the Agreement and this Schedule may be unilaterally amended by Certimail.
  6. APPLICABLE LAW
    • This Agreement shall be governed by and interpreted in accordance with the laws in effect in the province of Québec. The parties hereby elect domicile in the judicial district of Montreal in the event of any dispute or proceeding related to this Agreement.
  7. SEVERABILITY
    • Should any provision of this Agreement become null or void or be declared as such by order of a court, the other provisions herein shall remain in full force and effect.
  8. SCOPE OF AGREEMENT

This Agreement shall be binding upon the parties as well as upon their respective successors, assigns, legal representatives and assignees, as the case may be.