These terms of use constitute a legal agreement between the entity accepting these terms (the “Customer” or “you”) and Civalgo, Inc., whose registered address is located at 425 Guy Street, Montreal, Quebec H3J 1S9 (“Civalgo”, “we”, “our”).
Please read these terms carefully before accessing or using our services (as defined below), as they contain important information regarding your obligations as a user, as well as our responsibilities and the warranties or exclusions that apply to our services.
If you want to use our services, you must accept and comply with these terms. Continued use of any of our services indicates your acceptance of these terms. If you do not agree to these terms, you should not use our services.
These terms define the legal relationships between you and us in connection with our services.
If you have any questions, you can contact us at support@civalgo.com or by phone at: 1 833 983 5448.
Subject to payment of applicable fees and compliance with these terms of use, we are committed to providing the services and making them available during the term of the subscription in accordance with these terms and conditions.
The order form describes the services to be provided to the customer, the duration of the subscription, as well as the terms of payment (frequency, amounts and methods of payment).
The order form is approved when (i) the customer issues an order form in response to a service offer; (ii) the customer signs or accepts the order form in writing; or (iii) the customer accesses the services following the issuance of the order form (“Purchase Order Approval”).
In the event of a conflict between the order form and these terms of use, the order form prevails.
The customer can add user accounts via the administration console, in which case the order form will be automatically modified to include these new accounts. Each user account added will be billed in proportion to the time remaining in the current subscription term. Additional subscriptions will be renewed at the same time as the main subscription at the end of the current term.
The customer can also add user accounts via an order change. Order changes are issued by Civalgo and must be approved by the customer by issuing an order form or by accepting the change in writing.
We reserve the right to change the services at any time. If a significant change is made, we will notify you via the notification email address or the admin console. The changes will not substantially affect the performance of the services in accordance with these terms.
We may also change these terms of use to adapt to new technologies, regulatory requirements, or to meet our business needs. If we make changes, you will be notified by email. Continued use of the services after such notification will constitute acceptance of the changes. If you object to a change, you can contact us at support@civalgo.com. If we cannot reach an agreement, you may cancel your subscription in accordance with section 21.
(d) Upgrades; New Features
From time to time, we may develop new modules, versions, features, or features for the services (each new feature being an “upgrade”). Unless otherwise specified, upgrades are included in your subscription. Excluded upgrades, i.e. those that are not included in the subscription, may be added through an order change at additional costs and under specific conditions.
The security patches necessary for the proper functioning of the services are always included in the subscription.
You agree to use the services only for lawful purposes and in accordance with these terms. You also need to make sure that your end users follow these rules. You are responsible for the acts and omissions of your end users. Any act by an end user that constitutes a violation of these terms will be considered a violation on your part.
You represent and warrant that neither you nor your end users will use the Services in a manner that:
Prohibited by law or our policies, including these terms and conditions;
Disrupting the use of services by third parties, for example by causing an overload of our systems or networks (e.g.: DDoS attacks);
Violating intellectual property, privacy, or other rights of third parties, or inciting illegal conduct;
Sharing identifiers between end users or unauthorized third parties, or distributing the services to third parties without our permission;
Using robots, automated data extraction tools, or similar methods to access or monitor the services;
Involving reverse engineering or other attempts to discover the source code of the services;
Undermining the security of services, for example by transmitting viruses or by trying to access systems for which you do not have authorization.
Any such conduct will be considered abuse, and we reserve the right to suspend services immediately, with or without notice. If we suspend services without notice, we will notify you as soon as possible and conduct an investigation to assess the need to continue the suspension.
Each end user must have an account to access the services. End users are responsible for maintaining the confidentiality of their identifiers. If an account is compromised, administrators should immediately reset the credentials concerned and notify us. We will then conduct a reasonable investigation and you must cooperate with us.
You are responsible for managing end users, settings, and privileges in the admin console. We cannot be held responsible for managing user accounts, settings, or controls. You should also let us know of any changes in your notification email address. If you don't, we won't be responsible if you don't receive important notifications. You must also obtain the necessary consents and authorizations from end users to enable us to provide the services as described in the order form.
Subject to these terms of use, Civalgo is committed to ensuring 99.8% availability for the services under its immediate control (“Availability Target”).
Availability is calculated every calendar month. For a given month, the calculation is done as follows: where “t” represents the total number of seconds in the month and “d” corresponds to the duration of hardware downtime in seconds during that month:
Availability = 100 x ((t - d)/t)
Unavailability is measured in seconds during which Civalgo services are not available for reasons other than the following exclusions:
(a) force majeure;
(b) urgent security problem;
(c) use of hardware or software not approved by Civalgo or modified by or for the customer;
(d) scheduled maintenance (described in section 4 (c)).
While we attempt to perform scheduled maintenance without interrupting services, sometimes it may be necessary to temporarily discontinue service. We will endeavor to perform maintenance during periods of low usage (nights and weekends) whenever possible, and we will notify you in advance of any maintenance via your notification email address or other electronic means, such as the administration console.
In the event of non-compliance with the Availability Target for a given month, the customer's sole and exclusive remedy will be a service credit calculated as follows:
The customer must be up to date with their payments to be able to benefit from service credits. To receive these credits, the customer must submit a written request within 15 days of the end of the month in which the Civalgo service was unavailable. After this period, the customer will lose his right to any service credit for unavailability
We offer technical support via a live chat available on our public website as well as within the Services. You can also contact us by email at support@civalgo.com. Support requests requiring follow-up and maintenance work are classified by priority. Some requests may be addressed in future versions of our Services, such as minor bug fixes and technical issues for which reasonable workarounds exist. We respond to support requests during business hours (9:00am to 5:00pm ET), excluding holidays.
Notwithstanding anything to the contrary in these terms, we reserve the right to suspend, with or without notice, all or part of the services in the event of urgent security issues, including any account affected by such issues.
We may, at our sole discretion and at any time, suspend the provision of services if necessary to comply with applicable law.
Support
We offer live chat technical support available on our public website, as well as within the services. You can also contact us by email at support@civalgo.com. Support requests requiring follow-up and maintenance work are classified by priority. Some requests may be addressed in later versions of our services, such as minor bug fixes and technical issues for which reasonable workarounds exist. We respond to support requests during business hours (9:00am to 5:00pm ET), excluding holidays.
You agree to pay us the fees described in the order form in return for our services in accordance with this section 7 and the payment terms set out in the order form (“Fees”). Unless otherwise specified, all fees are in US dollars, Canadian dollars, or euros.
The customer agrees to pay the fees within 30 days of the billing date. After this period, Civalgo will issue a notice of delay. If the situation is not resolved within 60 days of the original billing date, Civalgo may suspend services without further notice until all outstanding invoices are paid. During this suspension period, Civalgo has no obligation to provide the services, but may continue to charge applicable fees.
Any amount outstanding beyond the due date will be subject to interest at 1.5% per month (18% per annum). The customer is also responsible for all reasonable costs incurred by Civalgo in collecting overdue payments, including attorney fees. These conditions do not apply if a portion of the fees is contested in good faith.
If direct debit or credit card payment is accepted as a payment method, you authorize us to charge the fees from your bank account or credit card, and you guarantee that you have provided accurate financial information. You also agree to notify us immediately of any changes in your financial information.
Notwithstanding anything to the contrary, Civalgo is under no obligation to offer particular payment methods and may change its billing options at any time by informing you via the administration console or by email, at least 30 days in advance.
Subject to applicable laws, unless you cancel the services for good cause in accordance with section 21, the services are not refundable.
If Civalgo is required by law to collect taxes from the customer, the customer will have to pay these taxes in addition to the fees. If the customer is eligible for a tax exemption, he must provide the necessary documents to Civalgo to justify this exemption. If Civalgo is not required to collect taxes, the customer must pay the taxes directly to the competent authority and provide proof of payment upon request.
If a tax deduction is required by law, the amount payable will be increased to offset this deduction, so that Civalgo receives the full amount due. The customer must inform Civalgo of any deduction as soon as it becomes aware of it and provide proof of payment of the deduction to the competent authority. The customer should make reasonable efforts to reduce or eliminate tax deductions, including by taking advantage of international tax treaties.
Our services can be purchased through resellers. If you purchased our services through a reseller, you are responsible for complying with the terms and conditions of that reseller, including with respect to the payment of fees. The reseller's payment terms will take precedence over those of these terms of use. Resellers can submit their own order forms for services directly with us. In this case, you will have to execute the order changes only with the reseller, and the reseller will be responsible for providing the services. All other provisions of these Terms will fully apply to your use of the Services.
We are not responsible for disputes with a reseller regarding fees or services. Resellers are not authorized to make any representations or warranties binding on Civalgo. Our only warranties and representations are those set forth in these terms and conditions, and the specifications of our services are contained exclusively in our documentation. Retailers may offer additional warranties or representations that are solely binding on them.
You agree that we are not responsible for the acts or omissions of resellers, including misrepresentations.
The duration of these terms begins upon the approval of the purchase order or the beginning of the trial period, and continues for as long as a purchase order is active or until the end of the trial period (the “Term”).
The term of the subscription begins on the date specified in the order form and ends at the end of the period specified in the same order form (the “Subscription Term”). The subscription will be renewed automatically for a period of one (1) year, unless either party indicates, at least 30 days before the end of the current term, that it does not wish to renew the subscription.
Notwithstanding anything to the contrary, Civalgo may increase the fees before each subscription renewal. If Civalgo decides to increase the fees, we will send you a notice at least 60 days before the end of the subscription term, either by email or via the admin console. You can opt out of this increase by choosing not to renew the subscription.
We remain the sole owners of all rights, titles, and interests, including intellectual property rights, in and to the services, documentation, and our confidential information. The customer remains the exclusive owner of all rights, titles and interests relating to its own intellectual property.
Notwithstanding anything to the contrary, Civalgo remains the exclusive owner of any suggestions, requests for improvement or feedback provided by the customer or its end users regarding the services. The customer hereby assigns to Civalgo all rights, titles and interests relating thereto, without limitation. At our request and at our expense, you agree to sign all necessary documentation to help us acquire and protect our intellectual property rights on this feedback.
Confidential information does not include information that the Receiving Party can demonstrate: (i) is easily available to the public in the same form without the fault of the Receiving Party; (ii) was not produced by the Disclosing Party and was legally obtained by the Receiving Party in the same form from an independent third party without any disclosure restrictions, or (iii) was not produced by the Disclosing Party and was in possession of the Receiving Party in the same form prior to disclosure to the Party Received by the Disclosing Party.
The Receiving Party acknowledges and accepts that Confidential Information is proprietary information of the Disclosing Party and may constitute the Intellectual Property of the Disclosing Party, whether or not any part of it is validly protected by copyright or patented. The Receiving Party will use the Disclosing Party's Confidential Information only for the purposes set out in these terms of use and will protect such Confidential Information with at least the same degree of care and confidentiality, but not less than a reasonable standard of care and confidentiality, which the Receiving Party uses for its own confidential information.
The Receiving Party will take all reasonable steps necessary to ensure that the Disclosing Party's Confidential Information is not made available or disclosed by it or any of its Representatives to a third party, except (i) as required by applicable law, including a valid court order; (ii) with the Disclosing Party's prior written consent; (ii) with the prior written consent of the Disclosing Party or (iii) as authorized or reasonably inferred from these terms of use. The Receiving Party will exercise due diligence to ensure that its Representatives are subject to the same confidentiality obligations as it.
The Receiving Party shall not make copies or reproductions of the Disclosing Party's Confidential Information (in any medium whatsoever), except as required for the purposes of these terms of use (including for reasons of safeguard and business continuity).
In the event of termination of these terms of use for any reason, the Receiving Party shall promptly either return all Confidential Information in its possession to the Disclosing Party or destroy such Confidential Information, at the discretion of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party is authorized to maintain copies necessary to comply with applicable law, for its corporate records, or as part of business continuity, in which case the Receiving Party shall ensure the confidentiality and integrity of such Confidential Information for as long as it is in its custody and delete it securely as soon as reasonably possible.
Vous convenez et reconnaissez que nous collectons et utilisons des Données Personnelles conformément à notre Politique de Confidentialité, telle que modifiée de temps à autre, en respectant le Règlement Général sur la Protection des Données (RGPD) et la Loi 25 du Québec. Chaque partie est responsable de la conformité avec la législation applicable concernant la collecte et l'utilisation des Données Personnelles. Vous déclarez et garantissez avoir obtenu tous les consentements appropriés ou vous appuyer sur une autre base légale pour nous permettre de collecter et d'utiliser les Données Personnelles, comme indiqué dans notre Politique de Confidentialité, et comme nécessaire pour exécuter les Services. En aucun cas, nous ne divulguerons les Données Personnelles de nos clients à des tiers. Nous déploierons des efforts commercialement raisonnables pour vous aider à répondre aux demandes individuelles de droits à la vie privée, telles que le droit d'accéder à ou de corriger des Données Personnelles. Si nous recevons de telles demandes concernant vos Utilisateurs Finaux, nous vous informerons sans délai supplémentaire. Les parties conviennent de collaborer de bonne foi pour répondre à ces demandes conformément à la loi. Nous nous engageons à mettre en œuvre des mesures de sécurité adéquates aux risques associés à la collecte et à l'utilisation des Données Personnelles, en tenant compte de la nature, de l'étendue, du contexte et des objectifs de cette collecte et utilisation.
In the event of a security breach, we will notify you without undue delay as soon as we become aware of a security breach (either via the notification email address or the administration console), providing you with sufficient information to enable you to comply with your reporting obligations. If some or all of this information is not available at the time of our initial notification, we will follow up with you as soon as the information is available with additional notifications. We may notify End Users directly of a security breach without first obtaining your prior written consent.
You retain all right, title, and interest in your customer data. However, you grant us a worldwide, non-exclusive, royalty-free, and limited license to aggregate, reproduce, distribute, use, and display this data, as necessary to enable us to provide the services and exercise our rights and obligations under these terms.
Services may include the provision of reports or other similar results (“Reports”). Unless otherwise specified in an order form, we hereby grant you a non-exclusive, non-transferable, and limited license to reproduce, download, use, and print these reports solely in connection with your business activities. This license will survive the term of these terms and conditions.
Subject to these terms and the payment of applicable fees, we grant you a limited right and a non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services for legitimate business purposes during the term of the subscription. All other rights are reserved by Civalgo. End users can only use the services if the customer remains responsible for their behavior.
You agree that we may publicly use your name and logo alongside those of our other customers on our website, in commercial proposals, investor presentations, or other client lists. You can contact us at any time at support@civalgo.com to withdraw your consent to this use. Both parties must obtain mutual written consent before publishing any press releases regarding their relationship.
You agree to indemnify, defend, and hold harmless us (and our representatives) from and against any claim, penalty, fine, costs (including reasonable attorneys' fees), legal action, legal action, damage, damage, loss, or liability arising from:
(i) your breach of these terms; and
(ii) your negligence, fraud or wilful misconduct.
We guarantee that the services will be substantially in accordance with the documentation and performed in a professional manner. You guarantee that all of your end users are at least 16 years old to access the services.
Unless otherwise specified:
(i) We do not guarantee that the services will be uninterrupted or error-free;
(ii) We do not make any guarantees as to the results obtained by using the services;
(iii) We do not guarantee that the services will comply with the statements of resellers that do not comply with our documentation;
(iv) The services are provided “as is” and “as available”;
(v) We disclaim all implied warranties, including warranties of merchantability or fitness for a particular purpose.
The customer is solely responsible for the accuracy and quality of customer data and information provided through the services. Civalgo declines any responsibility for the accuracy or legality of the data provided by the customer or its end users.
To the maximum extent permitted by law, neither party will be liable for lost profits, special, indirect, incidental, consequential, or exemplary damages, even if advised of the possibility of such damages.
Our total liability to you for any damages arising under these terms, whether in contract, tort, or otherwise, will not exceed the amount paid by you in the 12 months prior to the occurrence in question.
Civalgo will not be liable for delays or inability to perform its obligations hereunder due to causes beyond its reasonable control, including, but not limited to, force majeure, acts of public enemies, governmental acts in their sovereign or contractual capacity, governmental acts in their sovereign or contractual capacity, floods, earthquakes or other natural disasters, strikes or other labor disputes, acts of war, acts of disobedience civil litigation, denials of service and distributed denials of service, ransomware and other cyberattacks that are not caused or facilitated by negligence (a “Force Majeure”). Notwithstanding any provision to the contrary, the parties agree and acknowledge that pandemics such as COVID-19 will be considered a Force Majeure.
Any delay resulting from Force Majeure will result in an extension of the corresponding obligation for a period equal to the time lost due to this cause. For example, if the Services are not available for a period of two (2) weeks due to Force Majeure, the Subscription Term will automatically be extended by two (2) weeks.
In the event of Force Majeure, Civalgo will inform the Customer within five (5) days following the Force Majeure event, providing the Customer with details and justification of the Force Majeure. The Customer agrees and understands that article 1591 of the Civil Code of Quebec regarding the exception for non-execution is not applicable, and the Customer will continue to pay invoices as usual during a Force Majeure, although no additional fees are required for the extension of the Subscription Term.
Each party must comply with all applicable anti-bribery and anti-bribery laws, including, without limitation, the Canadian Bribery of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act of 1977, as amended (“Anti-Bribery Laws”). Neither the party nor its Representatives are or have been the subject of any investigation or investigation by authorities regarding potential or actual violations of anti-corruption laws. If a party has been subjected to such an investigation, it represents and warrants that it has not been recognized in violation of applicable law and that no charges have been brought against that party. Notwithstanding anything to the contrary, if either party takes an action that could 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, statutes, and regulations as well as the laws, statutes, and regulations of other countries, including, but not limited to, the U.S. Department of Commerce Export Administration Regulations and all related U.S. government administrative acts.
The Customer represents and warrants that neither it nor any of its Representatives will export, re-export, re-export, distribute, or otherwise transfer the Services or any technical information relating thereto, directly or indirectly, to any country for which the competent authorities (including Canadian and American governmental entities) require an export license, other government approval, or letter of insurance, without first obtaining such license, approval, or letter, including, without limitation, any country listed on the Checklist for exports from Canada or subject to Canadian economic sanctions.
The Customer represents and warrants that neither it nor any of its Representatives will export, re-export, re-export, distribute, or otherwise transfer the Services or any related technical information for any end use directly or indirectly related to the research, development, or production of chemical, biological, or nuclear weapons or any missile program for such weapons, or that otherwise disrupts international peace or is contrary to any restrictions on end users set forth in the applicable law.
Each party may suspend or terminate the terms of use (or an Order Form, if there are several outstanding ones) for cause (i) after thirty (30) days' written notice of a material breach of the terms of use to the other party, if such violation remains unremedied at the expiration of such period; (ii) immediately after written notice if
A) The Customer becomes the subject of a bankruptcy application or any other procedure relating to insolvency, receivership, liquidation or allocation for the benefit of creditors.
B) The Customer refuses to accept a change in these terms of use as described in section 2 (b);
C) The Customer or an End User engages in Abuse as described in section 3 (a), if Civalgo has conducted a reasonable investigation confirming that the Abuse has been committed;
For greater precision, if an Order Form is cancelled and no other Order Form is active, these terms of use will also be terminated.
The Customer irrevocably and expressly renounces articles 2125 and 2126 of the Civil Code of Quebec.
We may terminate these terms of use without cause upon ninety (90) days' written notice.
If the Services are terminated for any reason whatsoever, the Customer agrees to pay Civalgo, in proportion to the Fees agreed in the Order Form, for the actual work done up to the date of termination of the terms of use (or the relevant Order Form).
If these terms of use are terminated for any reason or expire, then: (i) unless otherwise provided in these terms of use, the rights granted by one party to the other will cease immediately; (ii) you will have limited access to the Services for a limited period of thirty (30) days during which you can extract your Customer Data;
The provisions of Sections 1, 7, 10, 11, 12, 12, 12, 12, 13, 13, 13, 13, 13, 13, 13, 13, 13, 13, 13, 13, 14, 14, 15, 16, 17, and 21 will remain in effect after the Term or the termination of these terms of use for any reason.
Any dispute between the parties arising out of the application or interpretation of the Terms of Use that is not resolved within thirty (30) days of a written notice of dispute given by one party to the other party will be subject to mandatory mediation. The parties must participate in good faith in at least one (1) mediation session by designating a person authorized to participate. The mediator will be selected jointly by the parties acting reasonably. The mediation will take place in French or English in the city of Montreal, province of Quebec, or by electronic means agreed between the parties. The parties will be responsible for their own costs associated with the mediation and will also share other costs associated with the mediation, such as professional fees.
If the Parties reach a settlement through mediation, they will jointly draft a document setting out the terms of the settlement. This document, once signed, will be irrevocably binding on the parties and may be subject to approval by a competent court in Montreal, Quebec, Canada
Subject to the mediation provisions set out above, any dispute, controversy, or claim arising out of or relating to these terms of use, including any questions regarding its existence, interpretation, validity, breach, or termination, or the commercial relationship created by them, will be submitted to and finally resolved by arbitration in accordance with the Canadian Arbitration Association Arbitration Rules. The place of arbitration will be Montreal, Quebec, Canada (unless otherwise agreed in writing between the parties). The language of the arbitration will be French or English, at the choice of the parties. There will be a single arbitrator selected jointly by the parties, or if the parties cannot reach an agreement, by a judge of the Superior Court of Quebec, in Montreal, Quebec, Canada. The arbitrator should have at least five (5) years of experience in commercial law and technology, such as software as a service.
The arbitrator must choose his decision from among one of the final offers made by each of the Parties, in its entirety and without modification. The arbitrator should provide detailed reasons for the decision. An oral hearing is not required and parties may submit their comments in writing. There will be no appeal of the arbitrator's decision on questions of fact, law, or mixed law. The decision rendered by the arbitrator will be final and binding and cannot be appealed. The costs of the arbitration will be shared equally between the parties, and each party will bear its own representation costs. The judgment on the decision rendered by the arbitrator may be registered in any competent court.
Arbitration procedures and decisions will be considered Confidential Information.
The validity, construction and performance of these terms of use and the legal relationship between you and us will be governed by and construed in accordance with the law of Quebec, Canada, and applicable federal law, without giving effect to any provision or rule of choice or conflict of law (whether in Quebec or in any other jurisdiction) that would result in the application of the laws of a jurisdiction other than those of Quebec, Canada. The law known as the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from the application of the terms of use.
The waiver of a breach of any provision of these terms of use will not be considered or construed as a waiver of any other breach or any subsequent breach. If any provision of these terms of use violates any law or is unlawful for any reason, that provision will automatically be cancelled without affecting the validity of the remaining provisions. These terms of use describe the entire agreement between the parties and replace all oral and written agreements or understandings between them relating to its subject matter.
We may assign these terms of use, in whole or in part, at any time as part of a bona fide corporate reorganization, sale of our assets, merger and acquisition, or bankruptcy filings. You may not assign these terms of use, or any portion of them, to any other person without our prior written approval, which will not be unreasonably withheld. Any attempt by you to assign these terms of use without our consent is void. You may not transfer to anyone, temporarily or permanently, rights to use the Services or any portion of the Services.
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