Between SOLUTIONS NOTARIUS INC., having its head office at 465 McGill Street, Suite 300, Montreal, Quebec, Canada, H2Y 2H1 (“Notarius”) AND you (hereinafter “you” or the “Client”).
Notarius provides trusted online e-signature affixed to a document in the context of an online platform: ConsignO Cloud® (the “Service”).
Unless otherwise provided, the following terms have the following meanings :
- “Subscription” means subscription taken out by the Client to the Service;
- “Client” means you, the person, the initiator and/or the entity who subscribed to the Service;
- “Data” means all personal information’s entered by the Client, or any End User duly authorized to do so, in the Notarius database, along with any and all other data relating to the identity and business activities of a Client or an End User provided to Notarius in connection with the provision of the Service and hosted on Notarius’s or the Client’s servers, depending on the Service to which said Client or End User is subscribed;
- “Intellectual Property Rights” mean all present and future rights with respect to (i) any patent, trademark, domain name, copyright, system, software, source code, object code, algorithm, compilation, know-how, information, invention, technology, element of look and feel, trade secret, right to use, procedures, development, technical information, databases, engineering or reverse engineering; and (ii) the registration or application for registration of the former intellectual property rights;
- “Free Trial” means the trial of a limited time to appreciate free platform features;
- “Subscription Form” means the online form used by the Client to subscribe to the Service;
- “Subscription Fees” mean the fees that the Client is required to pay annually, for the use of the Service, in addition to the User Fees if applicable;
- “User Fees” mean the fees that the Client must pay, monthly, if applicable, for the use of an additional Service, in addition to the Subscription Fees;
- “Initiator” means a person or an entity that creates, defines and initiates a signature project. The initiator is notified of the progress of a signature project and has access to the audit trail as well as to the final project once it has been completed;
- “Confidential Information” means all materials and information, including, but not limited to, elements of look and feel, design and layout, trade secrets, client lists, drawings, source code, techniques, algorithms, procedures and technical information, and commercial or marketing information provided by Notarius to the Client hereunder; and of which Notarius has an interest in protecting or that are linked in a way to Notarius’s current or future business, that they have been shared verbally, in written or otherwise. Confidential information does not include information that is available for the public at the time of disclosure;
- “Trusted electronic signature” means Notarius trusted online e-signature affixed to a document in the context of an online platform. This online e-signature binds user identity credentials to the document using a platform digital signature at the time of signing;
- “Reasonable Use” means the Service offered is limited to reasonable and non-abusive use.
- If you have subscribed to the Service for evaluation purposes (“Free Trial”), you must stop using the Service as of the end of the Free Trial period. Notarius is not responsible for maintenance and technical support during that trial period. After the end of this period, you are no longer authorized to use the Service without paying Subscription Fees, unless you choose the Free package with reduced functionality.
- PAYMENT TERMS
- Fee schedule. The Service available to you is subject to an annual Subscription Fees and/or a User Fees, in accordance with the fee schedule on the ConsignO Cloud website, except for the Free Trail.
- Payments. You agree to pay Notarius the fee for the Subscribed Service as set out in the Subscription Form, when applicable, or as stated at the time of the subscription. All End Users must hold a valid Subscription and pay User Fees, when applicable. The Subscription Fee is payable in advance, annually.
- Payment method. Subscription Fees and User Fees if applicable are payable by credit card (Visa® or MasterCard®) through an online payment service or following the issuance of an invoice for this service. Alternative arrangements may also be made, for example, when contractual agreement for the Enterprise Plan is in place (in which case, certain conditions may apply).
- Direct debits. If applicable, you hereby authorize us to automatically charge to your credit card or debit the designated account, as soon as the invoice is sent, for the Service you purchased or subscribed to. The amount billed may include one-time charges, registration fees, Subscription Fees (paid in advance) and User Fees (paid based on total usage during the previous billing cycle).
- Currency and taxes. Unless otherwise stipulated, all prices on the Subscription Form and any Services Proposal are in Canadian dollars and do not include applicable tax.
- Late payment. Any late payment will bear interest at 2% per month, compounded monthly (26.8% per year).
- Failure to pay. Notarius reserves the right to stop providing the Service and to block Client access if an invoice remains unpaid for more than sixty (60) calendar days.
- Changes to fees by Notarius. Notarius reserves the right to change its fees at any time. The amended fees will take effect upon the renewal of a Term and will be posted on the ConsignO Cloud website.
- Refunds. No refund will be made while using a Package.
- SUSPENSION OR TERMINATION
- When one of the situations described in paragraph 4.1 applies, the Client’s rights to use the Service are automatically revoked. The provisions of sections and subsections 1, 5, 6, 7, 8, 9.3, and 1.1 will survive the termination of this agreement.
- When one of the situations described in paragraph 4.1 applies, the Client undertakes to cease all use of and to uninstall all the Service from all its devices, or destroy any and all copies of the Service, and to return or otherwise destroy all Confidential Information.
- At any time, the Client is responsible for making its own backup copies of its Data, and he understands and agrees that upon ending of its Service Subscription, regardless of the cause, the Data may be removed by Notarius without further notice or delay.
- INTELLECTUAL PROPERTY
- You hereby acknowledge that Notarius or its licensors, as applicable, are the exclusive owners of all Intellectual Property Rights in relation to the Service, regardless of whether or not they are registered. You are entitled to use the Service only under licence and for your professional activities.
- You hereby acknowledge that you are prohibited from accessing the Service for the purposes of disrupting its performance or integrity, observing its functionality or performance, or any other use that is commercial in nature or could constitute competition with Notarius, including, but not limited to, copying, modifying, translating, compiling, decompiling, or creating derivatives of the Services.
- All rights, title, and interest, including intellectual property rights pertaining to the Service and all related technology, documentation, and training materials provided by Notarius are and will remain the property of Notarius or its licensors, and are protected by intellectual property laws. You hereby assign and waive any and all rights that may arise from any suggestion, idea, request for improvement, feedback, recommendations, or other information submitted or provided by you in connection with the Service, whether or not it arises from your use thereof, including, but not limited to, any copyright and moral rights.
- You agree not to remove, deface, or conceal any copyright or trademark notices and/or legends, or other proprietary notices attached to the Service by Notarius or its licensors, or integrated or associated with the Service.
- DATA CONFIDENTIALITY POLICY
- As part of providing the Service, Notarius may collect, use and retain your Data. This information enables Notarius to optimize the functionalities of the Service and may also be used for statistical purposes.
- The Service will be provided from secure servers managed by Notarius and located in Canada.
- Notarius commits to take reasonable means proportional to the sensitivity of the Data to store told Data safely throughout the Subscription and for additional time thereafter, all in compliance with its internal policies. After this period, all Data may be deleted without further notice. It is your sole responsibility to comply with the various laws and regulations governing professional bodies as they apply to you with respect to the retention of your Data.
- Notarius has adopted an ISO 27001-compliant security policy to ensure that Data is protected at all levels within its organization; access to Sensitive Data is limited to Notarius authorized employees and agents. In addition, Notarius is committed to respecting applicable privacy and personal information laws.
- Notarius hereby undertakes to take reasonable measures to prevent unauthorized access to and use, modification, or disclosure of the Service or Data by unauthorized parties. Notarius will never disclose the Client’s Data to anyone outside of the provision of the Service, except the suppliers of goods or services it retains to perform certain functions on its behalf, or any related entity or public authority, as required by law. In particular, Notarius may commission third-party services when verifying identities before issuing a Digital Signature. Otherwise, only those persons (employees or agents) who require access to the Data to perform their duties have access to it.
- Notarius agrees not to, except as required by Law, during the entire Term, directly or indirectly, by any means whatsoever, divulge, provide, give access to or use the confidential information of the client contained in the contracts relayed or otherwise, except for the purposes provided by the ConsignO Cloud electronic signature service.
- LIMITATION OF WARRANTY AND LIABILITY
- NOTARIUS CANNOT BE HELD LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES RELATED TO THE LOSS OF CONFIDENCE (CONTRACTUAL, EXTRA-CONTRACTUAL, OR OTHER CONTEXTS), INCLUDING, BUT NOT LIMITED TO, DAMAGES INCURRED DUE TO LOST PROFITS, REVENUE, PROPERTY, OR EQUIPMENT, TECHNOLOGY, RIGHTS OR SERVICE, LOST DATA OR BUSINESS INTERRUPTION, OR LOSS OF ACCESS TO THE SERVICE AND EQUIPMENT (COLLECTIVELY, THE “COLLATERAL DAMAGES”), WHETHER OR NOT THESE DAMAGES ARE CAUSED BY NEGLIGENCE OR INTENTIONAL FAULT ON THE PART OF NOTARIUS, AND REGARDLESS OF WHETHER NOTARIUS MAY HAVE BEEN ADVISED OF THE PROBABILITY OF SUCH DAMAGES.
- NOTARIUS’S LIABILITY RESULTING FROM ANY OTHER SITUATION ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, AND THE EXCLUSIVE REMEDY OF THE PARTIES IN CONNECTION WITH ANY DAMAGES SUFFERED BY THE CLIENT, WILL BE LIMITED TO THE LESSER OF THE FOLLOWING AMOUNTS: (X), THE PROVABLE AMOUNT OF ACTUAL DAMAGES DIRECTLY INCURRED BY THE CLIENT, AND (Y), THE NET AMOUNT ACTUALLY PAID BY THE CLIENT TO NOTARIUS FOR THE APPLICABLE SERVICE TO WHICH THE CLIENT WAS SUBSCRIBED DURING THE 12-MONTH PERIOD PRECEDING ANY DAMAGES ARISING FROM THE APPLICABLE SERVICE THAT GAVE RISE TO THE CLAIM.
- You acknowledge that you are wholly responsible for the use made of the Service and Data transmitted or stored by the Service, and in this respect, agree and undertake to release and hold harmless Notarius, as well as its directors, officers, employees, and agents from and against any and all claims, demands, costs, damages, losses, liabilities, and expenses of third parties, including reasonable attorneys’ fees, incurred by third parties in connection with your use of the Service.
- Links to other websites. The Service and the Notarius website may contain links to other websites or to third-party solutions or services (the “Third Party Services”), including the Pure Chat Solution. To the extent that Notarius has no control over Third Party Services, Notarius is not responsible for the practices of websites or companies offering Third Party Services, or for information that such websites may contain. It is your responsibility to exercise discernment and to be informed of the terms and conditions of such Third-Party Services and to assume the risks associated with the Third Party Services.
- Confidential information. All documents and information, including, but not limited to, Intellectual Property Rights and all Confidential Information provided by Notarius to the Client in connection with the performance of the Service remains the property of Notarius, and the Client and its employees undertake to preserve their confidentiality for and on behalf of Notarius. Such Confidential Information must not be disclosed or used by the Client for any purpose other than that strictly permitted in connection with the provision of the Service.
- Licences for promotional purposes. You grant Notarius the right to identify you as a Client on the Notarius website and in its commercial documents. Solely for the purposes thereof, you grant Notarius the limited, non-exclusive and royalty-free right to display your name and logo.
- Compliance with applicable legislation. You are wholly responsible for the Data entered into the Service. You understand that your use of the Service is subject to applicable national and international laws and regulations, including those dealing with privacy, personal information, intellectual property, and misleading advertising. You agree to abide by these laws and regulations and not to use the Service illegally or in a breach of the rights of third parties.
- Export control. The Client may not be established in a country under Canadian or US embargo, or otherwise controlled by such a country. You agree not to export, re-export, transfer, or make available to anyone, directly or indirectly, controlled information or items in connection with the use of the Service, except in accordance with applicable export laws.
- Disturbance to the Service. You may not use the Service to transmit Data containing computer viruses or any other dangerous computer code, files, or programs such as Trojans, computer viruses, or time bombs. You warrant you will not interrupt or harm the servers of the network connected to the Service or attempt to access the Service, accounts of other users, or computer systems or networks related to the Service without authorization.
- Internet use. Given that Internet access may be required to access the Service, the Client’s behaviour is subject to applicable Internet regulations, policies, and procedures. You also undertake not to attempt to gain unauthorized access to other computer systems. You agree not to interfere with any other client’s use and enjoyment of said Service, or the use and enjoyment of another entity of similar services.