Terms of Service
Last update: November 2020
We welcome you!
These Terms of Services constitute a legal contract between the entity that accepts them (the “Customer”; “you”) and 11309692 Canada Inc. (doing business as Lanla), whose home address is 800 Rue du Square-Victoria Bureau 3500, Montréal, QC H4Z 1E9 (“Lanla”, “we”, “us”, “our” and, collectively with the Customer, the “parties” and each, a “party”).
These Terms of Services, together with any applicable Order Form (as defined below) (collectively, the “Agreement”), set forth the legal relationship between you and us in relation to the Services (as defined below). Please read the Agreement carefully before accessing or using our Services, as it contains important information about your obligations when using the Services. It also contains information about our liability to you and any warranties or disclaimers that apply to our Services.
If you wish to use our Services, you must accept and agree to be bound by and comply with this Agreement. Your continued use of any of our Services indicates your continued acceptance of this Agreement. If you do not agree to this Agreement, you should not use our Services and should terminate your Account.
If you have any questions in this regard, you can write to us at firstname.lastname@example.org.
In these Terms and Conditions, words and phrases that are capitalized but not otherwise defined herein shall have the meanings set forth below:
- “Account” means the account you acquire as part of your subscription to the Services, which enable you and your End Users to access and use the Platform.
- “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is controlled jointly with, a party. For the purposes of this definition, “control” means the direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
- “Anonymized Data” means Usage Data, Customer Data and other data generated by the Services that has been processed using industry-standard technology or de-identification methods and therefore no longer relates to an identified or identifiable individual or entity.It is understood that Anonymized Data does not include Personal Data.
- “Confidential Information” means all information of a party (the “Disclosing Party”) that is or will be in the possession of the other party (the “Receiving Party”) concerning the business, property, affairs or finances of the Disclosing Party, or any person, firm, corporation or other entity, and which the Disclosing Party has an obligation to keep confidential, including, but not limited to, trade secrets, source codes, customer lists, business research, and the terms of this Agreement. Confidential Information may be in written, printed, digital or oral form, and includes all other types of information that is designated, verbally or in writing, as confidential by the Disclosing Party at the time of its disclosure to the Recipient Party, or that the Recipient Party should know would constitute Confidential Information in light of the circumstances under which it became aware of it.
- “Customer Data” means (i) Personal Data; (ii) Confidential Information; and (iii) other data generated by or submitted through the Services by Customer (including End Users). Notwithstanding anything to the contrary in this Agreement, Anonymized Data and Usage Data is not considered Customer Data.
- “Customer Data” means (i) Personal Data; (ii) Confidential Information; and (iii) other data generated by or submitted through the Services by Customer (including End Users). Notwithstanding anything to the contrary in this Agreement, Anonymized Data and Usage Data is not considered Customer Data.
- “Documents” means the documents and other materials made available to Customer (and End Users) in connection with our provision of the Services, including the specifications and descriptions of the Services that are published on our Website.
- “End Users” means each user who is authorized by you to use and access the Services through your Account.
- “Intellectual Property” means all intellectual property, including, but not limited to, works, inventions (patentable or unpatentable), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, questionnaires, results, analyses, software, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, apparatus, computer programs, trade-marks and all exclusive rights under patent laws, copyright laws, trade-mark laws, design patent or industrial design laws, semiconductor wafer laws or masking means, or any other statutory provision or any other principle of civil or common law applicable to the protection of information or intangible proprietary rights, including trade secret legislation, which may provide a right to any of the foregoing and all applications and registrations or other evidence of a right to any of the foregoing.
- “Law” means any statute, ordinance, regulation, rule, code, code, constitution, treaty, common law principle, judgment, decree or other requirement of any federal, provincial, territorial, municipal or foreign government or political subdivision thereof, or of any arbitrator or court of competent jurisdiction.
- “Notification Email Address” means the email address you provided in the Order Form, which address is designated by you to receive notices and other communications from us in connection with the Services.
- “Open Source License Terms” means those licenses and/or distribution models generally referred to as “open source” or “free software” and any other license and/or distribution model under which software is made available to the public generally in source code form under terms that permit modification and redistribution of such software.By way of example only and without limitation, the Open Source License Terms include any version of the following terms of service, licenses or distribution models: (i) the GNU General Public License (GPL); (ii) the Lesser/Library GPL (LGPL); (iii) the Common Development and Distribution License (CDDL); (iv) the Artistic License (including but not limited to PERL); (v) the Netscape Public License; (vi) the Sun Community Source License (SCSL) or the Sun Industry Standards License (SISL); (vii) the Apache License; (viii) the Common Public License; (ix) the Affero GPL (AGPL); and (x) the Berkeley Software Distribution (BSD).
- “Open Source Software” means any software licensed under the Open Source License Terms.
- “Order Form” means an order form signed by you and us or accepted by means of an order form.The Order Form describes in detail the Services, Fees and Term.
- “Personal Data” means information that would meet the definition of “personal information” or “personal data” (or similar nomenclature) under applicable law and (i) is submitted through the Services by you, your End Users; or (ii) is collected or generated by the Services about End Users.
- “Platform” means our Hexia SaaS (software as a service) web application, accessible through www.hexia.app, which allows your customers to give their opinion as to their satisfaction with your establishments, products, services and others, by answering questionnaires, and allows you, on the other hand, to be attentive to the needs of your customers, which Platform is described in more detail in the Documents.
- “Representatives” means Affiliates of a Party, its subsidiaries, resellers, agents and subcontractors, and the respective employees, directors, officers and developers of each such third party, and those of the Affected Party, as applicable.
- “Reseller” means an entity that is authorized by Lanla to resell the Services.
- “Security Breach” means any act or omission that materially compromises the security, confidentiality or integrity of Personal Data.
- “Services” means :
- the Platform;
- all technologies developed by us (software, hardware, algorithms, codes, processes, user interfaces, know-how, techniques, models, drawings and other technical or information material, whether tangible or intangible) that are related to the Platform;
- the systems administration, hosting, systems management and systems monitoring activities we perform in connection with the Platform;
- technical support and maintenance, substantially as described in Section 5hereof
- “Third Party Claim” means any claim, suit, action or proceeding by a third party.
- “Usage Data” means data captured and/or generated by the Services relating to statistics, trends, performance and analysis, such as page views, performance statistics, and error frequency, and electronic device attributes, such as browser name and version, operating system and country.Usage Data is generally used to improve our Services, monitor performance, and understand popular features.
- “Urgent Security Issue” means (i) any use of the Services in violation of this Agreement by an End User; (ii) any Security Breach; or (iii) any situation that reasonably requires Lanla to take immediate action to prevent or mitigate security risks, including the installation of significant security fixes.
2. OUR SERVICES
Eligibility for Services
Subject to payment by you of the applicable Fees and your compliance with this Agreement, and subject to the foregoing, we will provide the Services and make them available to you during the Term, if applicable, all in accordance with this Agreement.
Our Services must not be used by anyone under the age of 16.
Changes to Services
We reserve the right to make changes to the Services. In the event of significant changes, we will notify you by using the Notification Email Address. Changes to the Services must not materially adversely affect the provision of the Services in accordance with this Agreement.
We may need to amend this Agreement to accommodate, among other things, new technologies, features or regulatory requirements, or based on our legitimate business needs. If we need to change the Agreement, we will notify you by using the Notification Email Address. If you continue to use the Services after such notice, you will be deemed to have accepted the changes to the Agreement. You may object to such changes to the Agreement by writing to us at email@example.com and, if you are unable to agree to a mutually acceptable amendment, you may exercise your right of termination for cause under Section 22.
Upgrades; New Features
We may, from time to time, develop new modules or new versions, features or functionalities of the Services (each, an “Upgrade”). Upgrades are generally included as part of your subscription to the Services, unless we indicate otherwise (the “Excluded Upgrade”) and excluding any update from the trial version of the Platform to standard subscription. Excluded Upgrades may be added to an Order Form through a Change Request and may be subject to fees and additional terms and conditions. not include security patches and updates that are necessary for the Services to function substantially as described in this Agreement.
3. YOUR OBLIGATIONS AND RESPONSIBILITIES
You represent and warrant that you will use the Services only for lawful purposes and in accordance with the rules set forth in this Agreement. You agree that you will use commercially reasonable efforts to ensure that your End Users use the Services in accordance with these rules. You remain fully responsible for all acts and omissions of your End Users, and any act or omission of an End User that would constitute a breach of the Agreement if it were an act or omission by you shall be deemed a breach of the Agreement by you.
You hereby represent and warrant that, unless we expressly authorize it in writing, you and your End Users will not use the Services in any way:
- that is prohibited by law or regulation or by our policies that we have made available to you, including this Agreement;
- that will interfere with the use or enjoyment of the Services by third parties, including if such use results in automated, constant and repeated requests for data other than as permitted under this Agreement and adversely affects our systems or network, including abnormal usage that overloads servers or causes blocking of parts of our network (for example, denial of service attacks or distributed denial of service attacks);
- to create, transmit, distribute or store material that violates the intellectual property, privacy, publicity or other personal rights of individuals, export control, or which may otherwise be threatening, abusive, hateful, or constitute or encourage conduct that would be considered fraud, a criminal offense, or give rise to civil liability;
- which results in (A) the sharing of credentials, identifiers and passwords between End Users or between End Users and third parties; and (B) the distribution, disclosure or use of any of the Services in any format to or by unauthorized third parties (i.e., other than End Users), including through any timesharing service, computer service provider, network or other means;
- which includes the use of any robot, crawler, scraper, deep link or other similar automated data collection or extraction tool, program, algorithm or other automated method to access, acquire, reproduce or monitor the Services, in whole or in part;
- which includes decompiling, disassembling, or otherwise reverse engineering or attempting to reconstruct or discover any source code, idea or algorithm relating to any underlying technology of the Services by any means;
- that involves a breach of our security, including, but not limited to :
- by disseminating or transmitting any file that contains viruses, worms, Trojan horses or any other contaminating or destructive elements;
- by disrupting the proper functioning of the Services;
- attempting to commit any act of hacking against any security requirements or processes when using the Services;
- attempting to access any part of the Services (or any of their systems, networks, servers or other related equipment) that you are not authorized to access;
- by attempting to disrupt in any way whatsoever the operation of the Services, their servers or networks;
- failing to comply with any requirements, procedures, policies or regulations of your network that is connected to the Services;
- by manipulating identifiers in order to disguise the origin of any content transmitted or uploaded to the Services, or the source of any content;
- by modifying the Services in any unauthorized way;
(collectively, the “Abuses”).
You hereby agree and acknowledge that an indirect or attempted violation of this Section 3.a)is considered an Abuse. If we discover that you (or your End Users) are about to commit an Abuse (including facilitating an Abuse), we may preventively suspend some or all of the Services with or without notice. If no notice has been given, we will send you written notice as soon as possible and conduct an investigation to reasonably determine whether the suspension of the Services should be continued.
End Users are responsible for maintaining the confidentiality of their credentials, and Lanla will not be held liable in the event that an Account is compromised. If any credentials have been compromised, you must immediately contact us to notify us of the situation so that we can conduct reasonable investigations. You agree to cooperate with us in such investigations.
You are responsible for understanding the settings, privileges and controls pertaining to the Services and for deciding who you allow to become an End User and for choosing the settings and privileges pertaining to any End User. Lanla is not responsible for managing End Users, settings and controls available in connection with the Services.
You agree to notify us without undue delay if your Notification Email Address changes. If you do not do so, we assume no responsibility for any notices or communications that you do not receive.
Third Party Services
You hereby agree to abide by the terms and conditions of third parties when using the Services, including those applicable to third party websites, sites and applications that are made available to you as part of our Services, including integration partners that may be available through application programming interfaces (“APIs”) developed by and owned by third parties. You agree and understand that we are not responsible for such third parties, and that you use such third parties at your own risk. They are not service providers of Lanla.
Application Programming Interfaces
Lanla may make available to you APIs that are owned by third parties or APIs that are developed by Lanla (the “Lanla APIs”) which, as between you and us, are part of Lanla’s Intellectual Property. Your use of the Lanla APIs must be in accordance with this Agreement and the Documents, which may be modified from time to time to reflect changes in the technical and operational environments.
You must use Lanla’s APIs to use the Services on your website or in your mobile applications. You must not use the Lanla APIs for any purpose or for any function or feature not described in the Documents or otherwise communicated to you by us.
4. INTERRUPTION AND SUSPENSION OF SERVICES
Urgent Security Issues
Notwithstanding anything to the contrary, we reserve the right to suspend, with or without notice, some or all of the Services in the event of an Urgent Security Issue, including any Account affected by an Urgent Security Issue, if applicable.
Suspension for Compliance with Applicable Law
We may, in our sole discretion and at any time, suspend the provision of the Services, if necessary to comply with any applicable Law.
We provide technical support for your use of the Platform, through a live chat available on the Platform or by email at firstname.lastname@example.org. Support requests that require follow-up and maintenance work are prioritized. Certain requests, including requests for bugs and minor technical problems, may be resolved in subsequent versions of our Platform using reasonable alternatives. We respond to support requests during business hours, 9:00 a.m. to 5:00 p.m. (Eastern Time), excluding statutory holidays in Quebec, Canada.
6. ORDER FORM; FEES; TAXES
Order form; Change request
The Order Form provides for the Term of the subscription, the payment terms (including frequency, amounts and payment method(s)). For the avoidance of doubt, no Order Form is issued by Lanla upon the beginning of a Trial Period.
The Order Form is approved (i) upon acceptance by the issuance of a purchase order by the Customer corresponding to the Order Form; (ii) upon execution or acceptance in writing; or (iii) upon the Customer accessing the Services following the issuance of the Order Form (the “Order Form Approval”).
The Order Form takes precedence over these Terms of Services in the event of a conflict between the Order Form and the Terms of Services.
Customer may request changes to certain parameters set out in its Order Form by means of an Order Form Change Request (a “Change Request”) which may be approved by Lanla on a case-by-case basis, as required by Customer and acceptable to Lanla, in Lanla’s sole discretion.
Notwithstanding anything to the contrary in these Terms of Service, Lanla may change the Fees prior to each Subscription Term Renewal. If Lanla decides, in its sole discretion, to change the Fee, Lanla will notify Customer at least sixty (60) days prior to the end of the then-current Subscription Term by sending an email to the Notification Email Address.
Fees; Payments; Refunds
Subject to Section 8 hereof, you agree, during the Subscription Term, to pay us the fees described in the Order Form for our provision of the Services, all in accordance with this Section 6and the payment terms set forth in the Order Form (the “Fees”).
Customer agrees to pay the Fees within thirty (30) days of the invoice date. After this period, Lanla will issue a notice of overdue payment. If the situation is not resolved within sixty (60) days of the original invoice date, Lanla may suspend the Services at the end of such sixty (60) day period without further notice, and until all prior invoices have been paid. If the suspension continues for more than an additional sixty (60) days, Lanla may terminate these Terms of Services (or a particular Order Form) for cause, and Lanla shall have no obligation to provide the Services until all invoices have been paid. Any unpaid portion of the Fee after the due date shall bear interest at a rate of 1.5% per month (18% annually). Customer is responsible for all reasonable costs (including attorneys’ fees) that Lanla may incur to recover the outstanding Fees. The foregoing does not apply if any portion of the Fees is disputed in good faith, including if the matter is referred to mediation under section 23.b)or arbitration under section 23.c).
If the method of payment chosen or authorized for the payment of the Fees is by direct debit to your bank account or credit card, you hereby authorize us to debit your bank account or credit card, as applicable, for the Fees, and represent and warrant that you have provided us with accurate and truthful financial information as required for us to debit your bank account or credit card for the Fee. You also represent and warrant that you will notify us without undue delay of any changes to your financial information. You are responsible for all fees, charges and costs resulting from your failure to inform us of any changes, or for any fees, charges and costs incurred by Lanla if your payment is refused for any reason. Notwithstanding the foregoing, Lanla is under no obligation to make such methods of payment available to Customer, and various methods of payment may be made available to Customer under the terms and conditions of the Order Form. We may change our billing options at any time by providing at least thirty (30) days notice to you at the Notification Email Address.
If you pay the Fee directly to one of our Resellers, the terms of payment are subject to the terms and conditions of the Reseller. We are not responsible for any dispute with a Reseller regarding the Fee.
Subject to applicable law, and unless the Services are terminated by you for cause pursuant to Section 22, the Services are non-refundable, and we are under no obligation to refund any Fees that you have already paid to us for any reason.
If Lanla is required by law or in the administration of the law to collect applicable taxes from Customer, Customer will pay such taxes to Lanla concurrently with and in addition to the payment of the Fees (and concurrently with and in addition to the payment of any other financial consideration payable under this Agreement), unless Customer qualifies for an exemption from the payment of such applicable taxes, in which case Customer shall, in lieu of payment of any applicable taxes to Lanla, provide Lanla with such certifications, elections or other documents as may be required by or in connection with the administration of the Laws to corroborate and give effect to the exemption requested by Customer. If Lanla is not required by the Law or in the administration of the Law to collect applicable taxes, Customer will pay such taxes directly to the appropriate taxing authority and will provide proof of such payment to Lanla upon request.
Customer shall make all payments under this Agreement without deduction or withholding for any taxes (a “Tax Deduction”) unless a Tax Deduction is required by law. If the Act requires a Tax Deduction, then (i) if the Tax Deduction relates to taxes other than income taxes imposed on Lanla’s net income, then the relevant amount payable by Customer hereunder will be increased to the amount that, as a result of any required Tax Deduction, would allow Lanla to receive the amount that would have been received had no Tax Deduction been required; (ii) Customer shall, upon being notified that it is required to make a Tax Deduction (or that a change is made in the rate or method of calculating a Tax Deduction), notify Lanla accordingly; and (iii) Customer shall, within the time period specified, remit the amount of the Tax Deduction to the applicable tax authorities. Customer will use commercially reasonable efforts to mitigate, reduce or eliminate any Tax Deduction (including, without limitation, by taking advantage of any reduction in the rate of tax under any applicable international double tax treaty in effect at the time).
The term of these Terms of Services becomes effective upon the beginning of the Trial Period or upon the Order Form Approval, as applicable, and continues for as long as an Order Form is active or until the end of the Trial Period if no Order Form is approved/concluded following such period (the “Term”).
The Subscription Term begins on the beginning of your Trial Period or on the date specified on the Order Form (as applicable) and ends at the end of the period specified on the Order Form or at the end of your Trial Period if no Order Form has been concluded following such Trial Period (the “Subscription Term”). The Subscription Term automatically renews for one (1) year (or one (1) month in the case of a monthly plan) unless either party indicates otherwise at least thirty (30) days (or at least three (3) days in the case of monthly plans) prior to the end of the then-current Subscription Term (each, a “Renewal Term”).
8. FREE TRIAL
In the event that Lanla agrees to provide you with a free trial of the Services, you will have the right to use and access the Services for free, for a period of time determined by Lanla, at its sole and entire discretion (the “Trial Period”). For the avoidance of doubt, Lanla is under no obligation to provide you with a Trial Period.
No fees will be charged for the Services during the Trial Period. At the end of the Trial Period, you will be notified at your Notification Email Address and, unless the Services are terminated during the Trial Period, we will issue an Order Form and, if you approve such Order Form in accordance with Section 6, the Subscription Term specified in the Order Form will commence and the Fee will be billed using the payment method specified in the Order Form.
You may terminate the Trial Period at any time by emailing us at email@example.com. In such event, and notwithstanding anything to the contrary, these Terms of Service will terminate immediately.
To the maximum extent permitted by applicable Law, and notwithstanding anything to the contrary in this Agreement, we shall have no liability to you or your Representatives, including any loss of profits, special, direct, indirect, incidental, consequential or exemplary damages, in connection with the provision of the Services during your Trial Period. You agree and acknowledge that the version of the Platform that we provide as part of the free trial is a Beta version and may not contain all the features of the Platform described in the Documents.
9. INTELLECTUAL PROPERTY
Except as expressly provided in this Agreement, we remain the sole and exclusive owner of all right, title and interest, including all Intellectual Property, in and to the Services, the Documents and our Confidential Information. Notwithstanding anything to the contrary, Lanla is also the sole owner of any suggestions, enhancement requests, recommendations or other comments received by Lanla from Customer (or its End Users), so long as they relate to the Services (the “Feedback”), and Customer hereby assigns to Lanla, without limitation of any kind, all of its rights, title and interest therein, and Lanla agrees to such assignment. Upon our request, made reasonably, and at our expense, you will complete and execute all necessary documents and take such other actions as we may reasonably require to assist us in acquiring, developing and maintaining our Intellectual Property with respect to the Feedback.
Customer shall remain the sole and exclusive owner of all right, title and interest in and to its Intellectual Property.
The Services may contain Open Source Software. The terms and conditions that govern your use of such Open Source Software are in accordance with the Open Source License Terms associated with such Open Source Software.
License for Customer Data
You own all right, title and interest in and to all of your Customer Data, provided that you hereby grant us a revocable (but only under these Terms), fully-paid, non-exclusive, royalty-free, limited, worldwide license to consolidate, reproduce, distribute and otherwise use and display the Customer Data as may be necessary to enable us to provide the Services to you or to exercise our rights and obligations under this Agreement.
Notwithstanding anything to the contrary in this Agreement, you irrevocably agree and acknowledge that Lanla owns all right, title and interest, including without limitation all Intellectual Property Rights, in and to the Anonymized Data and Usage Data, which may be used and exploited by Lanla for any purpose.
Licenses for the Generated Documentation
The Services may include the provision of reports, self-generated and customized questionnaires or similar documents to Customer (collectively, the “Generated Documentation”). Unless otherwise specified in an Order Form, Lanla hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to reproduce, print, download and use all Generated Documentation solely in accordance with this Agreement and for your and your Representatives’ business purposes. This license continues after the Term.
Licenses for Services
Subject to your compliance with this Agreement, including payment of the applicable Fees, we hereby grant you, for the Term, a non-exclusive, non-transferable, revocable (but only under this Agreement), non-sublicensable, non-assignable, revocable right and license to access and use the Services (and to permit your End Users to access and use the Services) for legitimate business purposes. All rights not expressly granted herein are reserved to Lanla. End Users may only use the Services on the condition that Customer remains responsible for its End Users.
11. CONFIDENTIAL INFORMATION
Confidential Information does not include information for which the Recipient Party can demonstrate : (i) is readily available to the public in the same form through no fault of the Recipient; (ii) does not originate from the Disclosing Party and was lawfully obtained by the Recipient in the same form from an independent third party without restriction on disclosure; or (iii) does not originate from the Disclosing Party and was in the possession of the Recipient in the same form prior to its disclosure to the Recipient by the Disclosing Party.
The Recipient Party acknowledges and agrees that the Confidential Information is proprietary information of the Disclosing Party and may constitute Intellectual Property of the Disclosing Party, whether or not any part thereof is or may be validly copyrighted or patented. The Recipient Party shall use the Disclosing Party’s Confidential Information only for the purposes set out in this Agreement and shall protect such Confidential Information with a degree of care and confidentiality at least equivalent to that which it exercises with respect to its own Confidential Information, and in no event less than a reasonable degree of care and confidentiality.
The Recipient Party shall take all reasonable steps necessary to ensure that the Confidential Information of the Disclosing Party is not made available or disclosed to third parties by the Recipient Party or any of its Representatives, except (i) as required by applicable law, including a valid court order; (ii) with the prior written consent of the Disclosing Party; or (iii) as permitted by or reasonably inferred from this Agreement. The Recipient Party will exercise appropriate diligence to ensure that its Representatives are subject to the same obligations of confidentiality as the Recipient Party.
The Recipient Party agrees to not make copies or reproductions of the Disclosing Party’s Confidential Information (in any format) except as required for the purposes of this Agreement (including for backup and business continuity purposes).
Obligations at the Time of Termination
Upon termination of these Terms and Conditions for any reason, the Recipient Party shall promptly return all Confidential Information in its possession to the Disclosing Party or destroy such Confidential Information, at the Disclosing Party’s option. Notwithstanding the foregoing, the Recipient Party is authorized to retain copies to the extent required to comply with applicable law, for its business records or as part of its business continuity, in which case the Recipient Party shall maintain the confidentiality and integrity of such Confidential Information for as long as it has custody thereof and shall securely delete such Confidential Information as soon as reasonably practicable.
12. PERSONAL DATA
Collection, Use and Disclosure of Personal Data
We will use commercially reasonable efforts to assist you in responding to privacy requests, such as the right to access or correct Personal Data. If we receive such requests regarding your End Users, we will notify you promptly. The parties agree to cooperate in good faith to the extent necessary to respond to such requests in accordance with applicable Law, and as otherwise required to comply with applicable Law.
In the event of a Security Breach, we will notify you without unreasonable delay as soon as we become aware of a Security Breach involving Personal Data through the Notification Email Address, providing you with sufficient information to enable you to fulfill your obligations to report it to, or notify, the affected individuals or authorities. If such information is not available at the time of notification, we will follow up as the information becomes available. We may notify third parties directly without first obtaining your prior written consent, if we are required to do so under applicable law or if this method of notification is more appropriate in the circumstances.
13. INFORMATION SECURITY
Taking into account factors such as the sensitivity and amount of Customer Data, the nature, scope, context and purpose of the use, collection and disclosure of Customer Data, and the risks inherent in such use, collection and disclosure, including to the rights and freedoms of individuals, Lanla will implement appropriate physical, administrative, technical and technological security measures to ensure an adequate level of security for the risks associated with Customer Data.
Customer is solely responsible for educating and providing training to its End Users and for securing its own network and the technologies and assets used to access the Services.
By subscribing to our Services, you hereby agree (i) that we may publicly use your name and logo with the names and/or logos of other clients on our website and in our client lists, proposals, investor presentations and sales presentations; and (ii) that each party will obtain the prior written consent of the other party prior to issuing any press release.
You may write to us at firstname.lastname@example.org to withdraw the consent provided under this Section 14.
You hereby consent to our use of subcontractors to deliver any part of the Services. You agree and acknowledge that subcontractors may use, collect or disclose Personal Data in order to deliver and/or provide our Services.
16. REPRESENTATIONS AND WARRANTIES
We represent and warrant that the Services will substantially conform to the Documents and will be performed in a professional manner.
In addition to the other representations and warranties provided in this Agreement, you represent and warrant (i) that all of your End Users are at least 16 years of age; and (ii) that you have never been suspended or prohibited from using the Services.
Each party represents and warrants (a) that it has the power and authority to enter into this Agreement; and (b) that it will comply with all applicable Laws in connection with the provision or use of the Services, as applicable.
17. INDEMNIFICATION; RECOURSE
You hereby agree to indemnify, defend and hold us (including our Representatives) harmless from and against any and all claims, penalties, fines, costs, expenses (including reasonable attorneys’ fees), actions, damages, losses or liabilities that directly or indirectly arise out of or relate to any of the following: (i) your access to, use of, or alleged use of the Services in a manner not authorized by the Agreement, including without limitation any violation of Sections 3and 16, and (ii) your negligence, fraud and intentional misconduct.
18. DISCLAIMER OF LIABILITY
Except as provided in this Agreement, (i) we do not warrant that the Services will be uninterrupted or error-free; (ii) we do not warrant the results that may be obtained from the use of the Services; (iii) Lanla is the only person authorized to make representations or warranties on its behalf; (iv) we do not warrant that the Services will conform to any representations by Resellers that do not conform to the Documents; (v) the Services are provided “as is”, “where is” and “as available”; (vi) to the fullest extent permitted by applicable Law, we make no other representations, conditions or warranties, express or implied, as to the accuracy, quality, reliability or completeness of any data or information (including any Generated Documentation) provided in connection with or as a result of the use of the Services; and (vii) we expressly disclaim any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Except as otherwise set forth in this Agreement, you hereby waive your rights with respect to any of the foregoing warranties, representations or conditions, whether express or implied.
Customer is solely responsible for the accuracy, truthfulness and quality of Customer Data and any content, advice or information that is directly or indirectly delivered or transferred through the Services by Customer (or its End Users). We have no control over and assume no responsibility for the accuracy, truthfulness and quality of such advice and Customer Data, including, without limitation, violations of Intellectual Property, applicable law and privacy rights.
Lanla is not a business that provides marketing, legal, financial, accounting, tax, insurance, health care, real estate or other professional services or advice. If you require this type of assistance, please seek the services of a qualified professional.
You acknowledge and agree that any data (including any Generated Documentation) produced by or obtained through the Services (or arising from the use thereof) is provided for informational purposes only. We assume no responsibility or liability whatsoever for any business or professional decisions arising from such data. You are responsible for ensuring that the data is accurate and consistent.
We do not operate the networks of wireless or other communication service providers through which you may access the Services and we have no control over the activities of such providers. Accordingly, (i) we have no responsibility or liability for your use of such providers to access the Services; and (ii) we cannot guarantee the confidentiality or security of wireless data transmissions.
No other oral advice or other information given in writing or electronically by Lanla or the Lanla Representatives shall create a warranty.
19. LIMITATION OF LIABILITY
To the fullest extent permitted by applicable Law, neither party will be liable to the other party or its Representatives for any loss of profits, or any indirect, incidental, consequential, special, exemplary or punitive damages, in connection with the provision of the Services, or the performance of any other obligation under this Agreement, even if a party has knowledge of the possibility of such damages.
Notwithstanding anything to the contrary, to the fullest extent permitted by law, our aggregate liability to you for any damages arising out of or relating to this Agreement, whether under statute, in contract or tort or otherwise, shall not exceed the amounts paid by you under an Order Form in the twelve (12) month period preceding the event giving rise to such damages.
20. FORCE MAJEURE
Except with respect to payment of the applicable Fees, neither party shall be liable for any delay or failure to perform hereunder for reasons beyond its reasonable control, including, without limitation, acts of God or criminal acts, actions of government in its sovereign or contractual capacity, floods, earthquakes and other natural disasters, strikes or other labour disputes, acts of war, acts of civil disobedience, denial of service and distributed denial of service attacks, ransoms and other cyber attacks that are not caused or facilitated by negligence (an “Event of Force Majeure Event”). Any delay resulting from an Event of Force Majeure will result in an extension of the time allowed for performance of the corresponding obligation by a period equal to the time lost for the reason in question. For example, if the Services are unavailable for a period of two (2) weeks due to an Event of Force Majeure, the Subscription Term will be automatically extended by two (2) weeks. The parties must notify each other as soon as possible if a Force Majeure Event occurs.
21. EXPORT CONTROL; ANTI-CORRUPTION
Each Party must comply with all applicable Anti-Corruption Laws, including but not limited to the Corruption of Foreign Public Officials Act (Canada) and the U.S. Foreign Corrupt Practices Act of 1977, as amended from time to time (the “Anti-Corruption Laws”). None of the Parties or any of their Representatives are or have been investigated or inquired into by any authority with respect to actual or potential violations of the Anti-Corruption Laws. If a party has been the subject of such investigation or inquiry, it represents and warrants that it has not been found guilty of violating the Applicable Law and that no charges have been laid against it. Notwithstanding anything to the contrary, if a party takes any action that may constitute a violation of Anti-Corruption Laws, the other party may immediately terminate this Agreement.
Customer acknowledges that the Services may be subject to Canadian and U.S. export laws and regulations as well as the export laws and regulations of other countries, including, but not limited to, the Export Administration Regulations of the U.S. Department of Commerce and all administrative laws of the U.S. Government made thereunder.
Customer represents and warrants that neither it nor any of its Representatives will export, re-export, distribute or otherwise transfer the Services or any technical information relating thereto, directly or indirectly, to any country in respect of which export permits are required by applicable authorities (including Canadian and U.S. government entities), any other government approval or letter of assurance, prior to first obtaining such license, approval or letter, including, but not limited to, any country on Canada’s Area Control List or subject to Canadian economic sanctions.
Customer represents and warrants that neither it nor any of its Representatives will export, re-export, distribute or otherwise transfer the Services or any technical information related thereto for any end use that is directly or indirectly related to chemical, biological or nuclear weapons research, development or production, or to any missile program relating to such weapons, or that otherwise disturbs international peace or is contrary to any restriction imposed on End Users that is set forth in applicable Law.
- Either party may suspend or terminate the Terms of Services (or an Order Form, if more than one is active) for cause (i) upon thirty (30) days’ prior written notice of a material breach of the Agreement to the other party, if such breach remains uncorrected at the end of such period; (ii) upon written notice in the following cases:
- Customer is the subject of a petition for bankruptcy or any other proceedings relating to insolvency, receivership, liquidation or assignment for the benefit of creditors;
- the Customer refuses a modification to the present Terms and Conditions as more fully described in Section 2;
- Customer or an End User commits any Abuse as set forth in Section 3if Lanla has conducted a reasonable investigation confirming that the Abuse has occurred;
- in the case of a violation of the Anticorruption Laws, as referred to in Section 2121;
- Customer fails to pay any outstanding Fees as set forth in Section 6.b);
there is no reasonable prospect that the material breach of this Agreement by the other party can be resolved within thirty (30) days of receipt of the notice referred to in this Section 21.a).
For greater certainty, if an Order Form is terminated and no other Order Form is active, these Terms of Services will also be terminated.
The Customer hereby irrevocably and expressly waives Articles 2125 and 2126 of the Civil Code of Quebec.
We may terminate these Terms and the applicable Order Form without cause by giving you ninety (90) days written notice.
If the Services are terminated for any reason, Customer agrees to pay Lanla, in proportion to the Fees agreed to in the Order Form, for the actual work performed up to the date of termination of these Terms (or the relevant Order Form).
Effects of termination
If this Agreement is terminated for any reason or expires, then : (i) except as otherwise provided in this Agreement, the rights granted by either party to the other will immediately terminate; (ii) you will have limited access to the Services for a limited period of thirty (30) days during which you may retrieve your Customer Data;
The provisions of Sections 9, 10, 11, 1213, 16, 17, 181921, 22, 23 and 24 shall survive the Term or termination of this Agreement for any reason.
23. APPLICABLE LAW; DISPUTE RESOLUTION
The validity, interpretation and performance of this Agreement and the legal relationship between you and us shall be governed by and construed in accordance with the laws of Quebec, Canada and the federal laws applicable therein, without regard to any choice or conflict of law provisions or rules (whether in Quebec or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than Quebec, Canada. The Terms and Conditions expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
Subject to Sections 23(b)and 23c) hereof, any suit, action or proceeding arising out of the Agreement or any transaction hereunder shall be brought exclusively in Montreal, Quebec, Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
Any dispute between the parties arising out of the application or interpretation of the Agreement that is not resolved within thirty (30) days after written notice of dispute has been given to one party by the other party shall be submitted to binding mediation. The parties shall participate in good faith in at least one (1) mediation session by designating a person in authority to participate. The mediator will be selected jointly by the parties, acting reasonably. The mediation will be conducted in English or French in the City of Montreal, in the Province of Quebec, or by electronic means agreed to by the parties. The parties will be responsible for their own costs related to the mediation and will share equally any other costs associated with the mediation, such as professional fees.
If the parties resolve the dispute through mediation, they will jointly draft a document setting out the terms of the settlement. The document, once signed, will be irrevocably binding on the parties and may be subject to probate by a court of competent jurisdiction in Montreal, Quebec, Canada.
Subject to the mediation provisions set out above, any dispute, controversy or claim arising out of or relating to this Agreement, including any question as to its existence, interpretation, validity, breach or termination or the business relationship it creates, shall be submitted to and conclusively resolved by arbitration under the rules of the Canadian Arbitration Association. The place of arbitration shall be Montreal, Quebec, Canada (unless otherwise agreed in writing by the parties). The language of the arbitration shall be English or French, at the option of the parties. A single arbitrator will be selected jointly by the parties, or if the parties cannot agree, by a judge of the Superior Court of Quebec, in Montreal, Quebec, Canada. The arbitrator shall have a minimum of five (5) years of experience in commercial law and in the technology sector such as Software-as-a-Service(SaaS) tools.
The arbitrator shall select his award from one of the final offers filed by each party, in its entirety and without modification. The arbitrator shall give detailed reasons for the award. A hearing is not required and the parties may make submissions in writing. The arbitrator’s decision is final on questions of fact, law or mixed fact and law. The decision of the arbitrator is final and binding and no appeal lies therefrom. The costs of the arbitration shall be shared equally between the parties and each party shall bear its own representational costs. The decision of the arbitrator may be entered as binding in any court of competent jurisdiction.
Arbitration proceedings and awards are considered Confidential Information.
24. GENERAL PROVISIONS
The waiver of a breach of any provision of this Agreement shall not be deemed or construed as a waiver of any other or subsequent breach.
If any provision of this Agreement is in violation of any applicable law, or is unlawful for any reason, such provision shall be deemed to be severed automatically without affecting the validity of the remaining provisions.
This Agreement describes the entire agreement between the parties and supersedes all oral and written agreements between them relating to its subject matter.
We may assign this Agreement, in whole or in part, at any time in connection with a bona fide corporate reorganization, a sale of our assets, a merger and acquisition or a bankruptcy filing. You may not assign this Agreement, or any part thereof, to another person without our prior written approval, which approval shall not be unreasonably withheld. Any attempt by you to assign this Agreement without our consent is void. You may not transfer to another person, temporarily or permanently, the rights to use the Services or any part of the Services.