These Terms of Service (“Agreement”) sets forth the terms and conditions under which 9391-6807 QUÉBEC INC., doing business as ZADDONS TECHNOLOGIES, (“Zaddons”) will provide the client (“Client”), having entered into an agreement, purchase order or other ordering document (“Order”) with Zaddons, one of Zaddons’ affiliates or authorized third-party reseller, with software, software as a service (SaaS), Infrastructure as a Service (IaaS), and/or Platform as a Service (PaaS), as well as related hosting services or subscription services (“Software”), subject to the terms and conditions herein. Zaddons and Client may each be referred to herein as a “Party”, and together as the “Parties”.
BY ACCESSING OR USING THE SOFTWARE THE CLIENT AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND BECOME A PARTY THERETO. IF THE CLIENT DOES NOT AGREE TO THESE TERMS, THE CLIENT SHOULD NOT ACCESS, OR USE THE SOFTWARE.

1. Permitted Use
   Subject to compliance with this Agreement and payment by Client of the Fees, as defined in Section 3, Zaddons grants to Client a non-transferable, non-exclusive personal right to use the Software, solely in executable format, for its own internal business needs, as well as any updates and upgrades made available during the Term of this Agreement, as defined in Section 7.
   
   
2. Restrictions on Use
   Client MAY NOT use or permit third parties to use the Software in any manner prohibited by this Agreement. Prohibited uses include, without limitation: (i) transferring, sublicensing, distributing, renting, permitting concurrent use of or otherwise granting the Client’s rights in the Software or under this Agreement; (ii) modifying, disassembling, reverse assembling, reverse engineering or creating derivative works based on the Software; (iii) copying the Software, except to make a backup copy of the environments on which the Software is installed; (iv) providing use of the Software through a multi-user agreement to users who are not licensed by Zaddons or otherwise authorized under a commercial agreement concluded with Zaddons; and (v) use the Software for any purpose other than as expressly set forth in this Agreement. The Software or underlying information or technology may not be downloaded or installed or otherwise exported or re-exported where prohibited by the laws of the jurisdiction in which Client is located. Notwithstanding the foregoing, Client has the right, for the purpose of its operations, to reproduce and distribute to its own employees the documentation included with the Software regarding its operation.
   
   
3. Compensation
   

   Client shall pay Zaddons, or one of Zaddons’ affiliates or authorized third-party reseller, as applicable, the fees, upfront, according to Client’s number of employees (subject to any subscription minimums), at Zaddons then current price list or the fees otherwise specified in the Order (“Fees”) for the use, support and maintenance of the Software. Zaddons may audit Client’s actual use of the Software at any time and at any frequency, in its sole discretion. In the event such audit shows Client has underpaid for the access or use of the Software, the Fees shall be adjusted accordingly.

   Fees do not include sales taxes on goods and services required by various governmental authorities, including without limitation, the federal, provincial and/or state sales tax or any other sales tax on goods and services that may be applied to the Software by a foreign government, as applicable. The sales taxes payable by law will be added to the Fees.
   
   
4. Configuration Services
   Client may elect to either configure the Software itself, or contract Zaddons’ authorized third-party reseller or implementation partner to assist with the configuration and implementation of the Software. Such services shall be provided according to Zaddons’ authorized third-party reseller or implementation partner’s own terms and conditions. Zaddons shall bear no responsibility for such services.
   
   
5. Support and Maintenance Services
   Subject to compliance with this Agreement and payment by Client of the Fees, Zaddons will provide support and maintenance services, as more fully described in the Order.
   
   
6. Ownership
   Zaddons and its licensors remain owners of the Software, the related documentation and all copies thereof. Zaddons and its licensors remain the owners and holders of all Intellectual Property Rights related to the Software. For the purposes of this Agreement, “Intellectual Property Rights” shall mean any present or future rights pertaining to (a) patent, trademark, domain name, copyright, system, software, source code, object code, compilation, know-how, information, invention, technology, right to use, procedures, development, technical information, databases, algorithms, engineering and reverse engineering; and (b) the registration and any application to register any of the foregoing intellectual property rights.
   
   
7. Term and Termination
   7.1 Term
   The term of this Agreement begins on the earliest of the date set forth in the Order or the date the Client first accesses or use the Software (“Effective Date”) for the initial period defined in the Order, or if none is specified, for an initial period of one (1) year (“Initial Term”) and is renewable automatically for successive one (1) year terms thereafter (each a “Renewal Term”, and together with the Initial Term, collectively the “Term”), unless the Party notifies the other Party of its intent not to renew no fewer than sixty (60) days prior to the renewal date.
   
   7.2 Termination
   
   1. Client may terminate this Agreement if Zaddons does not comply with the terms and conditions of the Agreement. In such case, any Fees already paid by Client shall be non-refundable.
   2. Zaddons may terminate this Agreement if Client does not comply with the terms and conditions of this Agreement, does not pay the Fees or does not comply with the terms and conditions relating to its commercial use of the Software under any other business agreement related to Client’s use of the Software entered into with Zaddons, or one of Zaddons affiliates or authorized third-party reseller. Zaddons’ right of termination is in addition and without prejudice to any other rights and remedies available to Zaddons. In that event, Zaddons may also, without prior notice, modify, suspend, limit or terminate immediately Client’s access to the Software (in whole or in part) at any moment, at its sole discretion. In that case, Zaddons disclaims any and all liability.
   3. Upon termination, Client’s rights to use the Software shall terminate and Client shall cease to access the Software, and destroy all copies of the Software, if any.
   4. Zaddons may, without prior notice, at any moment and at its sole discretion, cease to provide its clients with the Software described in this Agreement, in which case this Agreement shall be considered expired. In such case, Zaddons may provide the Client with a dedicated separate instance, at its then current price list, including a non-transferable, non-exclusive personal right to continue to use, for a determinate period, the Software in its previous version, solely in executable format, for its own internal business purposes, as well as any updates and upgrades made available during the Term.
   5. The provisions of Sections 2, 6, 7, 8, 9 and 12 shall survive such termination or expiration of this Agreement.
      
      
8. Warranty
   

   Zaddons represents and warrants that Zaddons has the right to grant the access and use of the Software to Client.

   THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”. ZADDONS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED WITHOUT ANY CONDITION, WARRANTY OR REPRESENTATION OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
   
   
9. Liability
   EXCEPT AS OTHERWISE PROVIDED IN SECTION 8, ZADDONS AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ZADDONS AND ITS LICENSORS AND REPRESENTATIVES WILL NOT BE LIABLE TO CLIENT OR ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFIT, LOST DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSSES, EVEN IF ZADDONS, ITS LICENSORS OR REPRESENTATIVES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL BREACH. No Zaddons agent, representative, third-party reseller, implementation partner or dealer is authorized to modify, extend or add to this warranty on behalf of Zaddons and this warranty is voided in the event of misuse, accident or natural disaster. The total liability of Zaddons and its licensors for damages, whether in contract or tort, under this Agreement, shall be limited to the Fees paid by Client for the Software.
   
   
10. User Information
    Zaddons may collect aggregated, unidentifiable or anonymized information on Software users in order to provide enhanced services to all users. In the event any personal information is transmitted to Zaddons during the course of the Agreement, the use and protection of personal information by Zaddons, will be made in accordance with Zaddons’ Privacy Policy.
    
    
11. No Waiver
    Failure by a party to demand the strict execution of an obligation set forth herein or exercise one of its rights shall not be interpreted as a waiver of this right or the full execution of this obligation in the future. Except as expressly set forth herein, a waiver by a party to one of its rights is only valid if it is recorded in writing, and only for the rights and circumstances specifically covered by such waiver.
    
    
12. Governing Law and Jurisdiction
    Client agrees and acknowledges that this Agreement shall be governed and construed in accordance with the laws of the Province of Québec and the laws of Canada applicable therein, regardless of conflict of law principles and excluding the United Nations Convention on Contracts for the International Sale of Goods, if applicable. The Parties exclusively and irrevocably elect the courts of the city of Montréal, Québec, Canada for any claims or proceedings arising out of this Agreement. The Parties waive all defences of lack of personal jurisdiction and forum non conveniens. Process may be served on either Party in the manner authorized by applicable law or court rule.
    
    
13. Notice
    All notices and other communications under this Agreement shall be in writing and delivered personally, by registered mail or courier to the other Party at the address set out in the Order or at any other address as either Party may give to the other Party in writing. Notices or other communications shall be deemed to have been given and received on the business day following the date on which they are actually delivered.
    
    
14. Severability
    If any provision of this Agreement violates in any way the law or is declared void, illegal or unenforceable, it shall be deemed not to be a part of this Agreement and shall be severed therefrom and the remaining provisions of this Agreement shall continue in full force and effect.
    
    
15. Assignment
    This Agreement cannot be assigned by Client without Zaddons’ prior written consent. Zaddons may assign its rights hereunder without Client’s consent.
    
    
16. Relationship
    The relationship of the Parties established hereunder shall be that of independent contractors. Neither Zaddons nor any of its employees is an employee or agent of Client for any purpose whatsoever. Neither Party may, without prior written authorization of the other Party, enter into any contract, assume any obligation, give any warranty or make any representation or incur any expense on behalf of the other Party nor has any authority to do so.
    
    
17. Entire Agreement
    This Agreement, including any schedules, exhibits and appendices, constitute the entire agreement and supersedes all prior agreements (verbal or written) between the Parties with respect to the subject matter hereof. Any amendment, modification, supplement, termination or waiver of this Agreement or any provision thereof shall be valid only if made in writing and signed by all Parties to this Agreement.
    
    
18. Language
    The Parties hereto have requested that this Agreement and all correspondence and all documentation relating to this Agreement, be written in the English language. Les parties aux présentes ont exigé que la présente entente, de même que toute la correspondance et la documentation qui s’y rapportent soient rédigées en langue anglaise.
    
    
19. Binding Effect
    This Agreement will enure to the benefit of, and be binding upon, the Parties hereto and their heirs, trustees, successors and permitted assigns. Each Party acknowledges that they have had the opportunity to obtain independent legal advice with respect to the subject matter of this Agreement and agree to be bound by the terms and conditions of this Agreement.
    
    Revision 2023-07-18