Conditions of Use

GENERAL CONDITIONS OF USE FOR THE INNODIRECT PLATFORM

Updated: February 17, 2020 

 

INNODIRECT is an online discussion platform for businesses (hereinafter referred to as “INNODIRECT”). Ultimately, INNODIRECT is a place for generating ideas, disclosing needs, solving problems and exchanging or selling resources.

Please read the “Conditions of Use” carefully before accepting them. By accepting these Conditions of Use, the User agrees to be bound by the Conditions of Use, which constitute a binding contract between the User and the Owner. You should retain these Conditions of Use and/or print them.

INNODIRECT is based on cardinal rules of discussion described in section 3 of the Conditions of Use.

1. Definitions

In the Conditions of Use, the following words and expressions shall have the meaning ascribed thereto herein below:

a. “Bug” has the meaning attributed thereto in section 16;

b. “Client” means the natural or legal person or any other entity that has entered into a licence agreement with the Owner in order to use the Platform on a private scale, and the Client controls whom may use or access its collaborative chat platform. For greater certainty, the Client is also a User;

c. “Improvement” means any modification, improvement, addition or update of the Platform and Software made by or on behalf of the Owner;

d. “Intellectual Property Rights” has the meaning attributed thereto in section 8;

e. “Licence” has the meaning attributed thereto in section 4;

f. “Marks” has the meaning attributed thereto in section 9;

g. “Platform” means the online discussion platform developed by the Owner, accessible at the secure.innodirect.com website, through available technologies, and particularly through the use of a computer, which provides access to the Software via a computer’s operating system using information systems compatible with the Software.

h. “Owner” means Innodirect Inc. and any assignee or assign thereof;

i. “Software” means the computer programs existing on the date of acceptance of the Conditions of Use, as well as the computer programs developed or acquired by the Owner, including the Platform currently marketed under the trademark INNODIRECT™ (it being understood that the Owner may modify or replace this trademark). “Software” shall also include the source code for these computer programs, their Improvements, any tangible medium for these computer programs, and any documentation developed by the Owner with respect to their use by a user, including the User;

j. “Subscription” means any contract allowing a Client to use the Platform, which contract is entered into between the Owner and the Client;

k. “User” means the natural or legal person or any other entity that has accepted these Conditions of Use and uses or accesses the Platform. Any User who is a natural person must have the legal capacity to accept the Conditions of Use and be above the minimum age required to validly accept the Conditions of Use without any parental consent.

2. Interpretation

The following rules shall apply when interpreting the Conditions of Use:

a. The headings of sections have been inserted solely for ease of reference and shall not affect the interpretation thereof.

b. When appropriate, the singular number shall include the plural and vice versa, and the neutral gender shall include the feminine and the masculine gender and vice versa, in each case as the context may require.

c. Time limits shall be of the essence and the User shall be in default as regards the performance of an obligation as soon as the time for its performance has elapsed.

d. Any reference to a statute or regulation shall refer to the statute or regulation as modified, replaced or amended from time to time.

e. The preamble to these Conditions of Use shall form an integral part of these Conditions of Use.

3. Respect of the Conditions of Use and the INNODIRECT’s cardinal rules to the INNODIRECT™ Platform

The User agrees to respect these Conditions of Use.

The Platform may include Improvements, each of which shall be subject to the Conditions of Use, as applicable.

The Owner may add to, modify or interrupt any part of the Platform at any time, including periods of maintenance, without limitation, in order to carry out maintenance or make corrections.

Any exchange with respect to a subject of discussion will start on a public basis, i.e. an exchange accessible on the Platform to all persons included in the Client’s corporate group and authorized by it.

During the public part of the exchange, each User must follow the following three (3) cardinal rules, failing which, at Owner’s discretion, the User may be expelled from the subject of discussion or banned from using the Platform. These three (3) cardinal rules are:

(i) The User shall not, directly or indirectly, disclose his/her identity, or the identity of another User;

(ii) Any comment or message by any User must be readable and understandable independently of prior comments or messages, and must be related to the subject of discussion;

(iii) The User’s comments and messages must be respectful and constructive and not be harassing, threatening or intimidating.

The cardinal rule (iii) must be respected if the subject of discussion becomes an exchange. The initiator of a subject of discussion may accept that the discussion becomes an exchange between the initiator and one or more Users. In such a case, only Users accepted by the initiator of the subject of discussion will participate in the exchange. In such an exchange, the initiator and the accepted Users may disclose their identity, but they may not, directly or indirectly, disclose other User’s identity.

The Owner may delete or remove User content at any time when these Conditions of Use are not respected by the User.

4. Grant of Licence

The Owner hereby grants the User, and the User hereby accepts, a non-exclusive licence to use the Software comprising the Platform for the duration of the Term (as defined in section 5) (the “Licence”).

The rights comprising the Licence shall be non-assignable and the User shall not transfer or sublicense them.

The User acknowledges that all rights, title and interest in and to the Intellectual Property Rights on the Platform and Software and all Improvements provided or developed by the Owner shall be the exclusive property of the Owner or its licensors. The Owner reserves ownership of all rights not granted to the User in the Conditions of Use or the Subscription.

The User shall no longer be entitled to use the Platform if it ceases to comply with the Conditions of Use or the Subscription rules, and if the User is also a Client, this includes the timely payment to the Owner of the required Royalties for its Licence.

5. Term

When the User is a Client, the “Initial Term” shall refer to the number of days in the term as specified in the Subscription, commencing on the date specified in the Subscription. Except as otherwise provided for in the Subscription, upon the expiry of the Initial Term, the Subscription shall be renewed automatically on an annual basis (a “Renewal Term”; the Initial Term and all Renewal Terms are collectively referred to as the “Term”) until it is resiliated or terminated by the Client or by the Owner, in the manner provided for in section 13.

If the User was invited or authorized to use or access the Platform by a Client, the User shall no longer be entitled to use or access the Platform if this Client ceases to use or access the Platform, or ended all its projects, chats and other activities on the Platform.

6. Restrictions and Limitations on the Use of the Licence

The User shall not (and shall refrain from authorizing any third party to):

(i) modify the Software, or merge it with all or part of any other software;

(ii) modify, reprogram, disassemble, decompile or otherwise reverse engineer the Software or extract its source code;

(iii) except as expressly provided for in these Conditions of Use or in the Subscription, use, disclose, sublicense, lease or transfer the Software, the Licence or its rights under the Conditions of Use or the Subscription, in whole or in part, to any third party or allow a third party to use the Software in any manner whatsoever;

(iv) make a copy of the Software; or

(v) remove the name or any trademark, including INNODIRECT™, used by the Owner to identify the Software.

The Owner shall retain full title and, except as expressly granted under the Licence pursuant to these Conditions of Use and the Subscription, all rights in and to the Software and all its copies, derivatives and Improvements, as well as all related documentation and equipment.

Any use of the Licence by the User shall be made lawfully, for lawful purposes and in full respect of the Conditions of Use. The User will not violate contracts, intellectual property or other third party right or commit a tort. The User shall not use the Platform to create, post, store or share content that:

  • is unlawful, libellous, defamatory, shocking, obscene, pornographic, indecent, hateful, harassing, threatening, invasive of privacy, abusive, inflammatory or fraudulent;
  • impersonates or misrepresents User or User’s affiliation with any person or entity;
  • contains any confidential, or personal information of any person or entity, without such person’s or entity’s consent;
  • contains inappropriate content or personal grievances or disputes.

The User will not use the Platform in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Platform.

The User must not engage in, encourage or promote any activity that violates these Conditions of Use.

The User will not make statements or claims that do not reflect its honest views and experiences.

7. Privacy Requirements for the User’s Account

The User acknowledges that it is responsible for (i) maintaining the privacy and security of its Platform user account and its password relating thereto; (ii) restricting access to the Platform, its computer and the other equipment giving access to the Platform; and (iii) all acts performed from its Platform user account or with its password.

The Owner reserves the right to block the User’s access to the Platform and to deactivate its account, until a decision to the contrary is made, if it has reasonable grounds to believe that the privacy requirements for the User’s account, as provided for in this section, are not being observed or if these Conditions of Use are not respected by the User.

8. Owner’s Right of Ownership

“Intellectual Property Rights” means any intellectual property element existing on and with respect to the Software, in favour of the Owner and developed or subsequently acquired by the Owner, whether or not the element is registered, including, without limitation, trademarks, copyrights, licences in favour of the Owner, trade secrets, know-how and inventions (whether or not patented) on and with respect to the Software.

a. The User acknowledges that the Software is the property of the Owner and that the Owner holds all the rights thereto, including the Intellectual Property Rights.

b. The User shall notify the Owner as soon as possible if it discovers that the Software has been used illegally by a third party and it shall provide the Owner with all information or documents relating to said illegal use.

c. The User shall not remove, conceal or modify the references to the Intellectual Property Rights (including any notice of copyright or Mark) associated with or integrated in the Platform.

For greater certainty, the Owner shall not have any ownership rights with respect to the raw data and the information shared on the Platform by the User.

9. Copyrights, Patents and Trademarks

The User acknowledges that all of the content on the secure.innodirect.com website or on any other website of the Owner, as well as all of the content relating to the Conditions of Use, the Subscription and the Platform, including texts, images, logos, graphics, visuals, interfaces, source codes, and the choice and layout of content (collectively referred to as the “Content”), is the exclusive property of the Owner and is protected by copyright. It is strictly forbidden to reproduce, publish, redistribute, transmit or use the Content in any manner whatsoever without the Owner’s prior written consent.

The User acknowledges that all existing and future trademarks, whether or not registered, and all existing and future trade names (collectively referred to as the “Marks”) used in connection with the Platform belong to the Owner or to the respective owners who have granted the Owner the right and authorization to use same. Without limitation, the User acknowledges that INNODIRECT™ belong to the Owner.

10. Communications

If the User sends to or shares with the Owner notes or messages, proposes ideas, makes suggestions, presents concepts or submits other messages pertaining to the Software, the User, in doing so, thereby assigns all its rights in and to same and waives all moral rights attaching thereto in perpetuity, irrevocably and worldwide. Consequently, the User grants the Owner the right to use same in any manner whatsoever and publish same in any form whatsoever, including for promotional and advertising purposes.

11. Privacy Policy

a. The User acknowledges and agrees that when it submits information, messages and data on the Platform, such information, messages and data may cease to be protected by intellectual property rules or by confidentiality rules.

b. The Owner may also collect and receive information on the User, such as its name, email, personal and professional address, phone numbers, employer, and password to create an account. The Owner may use this information (i) to validate the User’s identity; (ii) to provide, maintain and improve the Platform, and (iii) as set forth in the licence agreement entered into between the Owner and the Client, or any other Subscription’s documents.

c. When the User uses or accesses the Platform, the Owner’s servers automatically record information, including information that the User’s browser sends whenever it visits the Platform. This log data may include the User’s Internet Protocol address, the date and time of the use of the Platform, and other cookie data.

d. Employees of the Owner may have access to information, messages and data to (i) validate that the information, messages and data respect the cardinal rules of INNODIRECT, (ii) to encourage or revive the discussion or chat.

12. Canada’s Anti-Spam Legislation

For greater certainty, any use of the Software by the User and any communication by the Owner with the User via the Platform or otherwise shall irrevocably be presumed to be an authorization allowing the exchange of messages sent by any means of telecommunication (including by e-mail) between the Owner and the User pursuant to An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act, S.C. 2010, c. 23 (commonly referred to as Canada’s Anti-Spam Legislation) and its regulations and pursuant to any other applicable laws and regulations.

13. Resiliation

a. If the User fails to comply with one or more of the provisions of the Conditions of Use and such failure is not remedied within thirty (30) days following receipt of a detailed written notice of default sent by the Owner to the User, the Owner may resiliate the Licence by sending a second written notice to that effect to the User. In case of emergency, the delay to remedy a default may be shortened.

b. If the User was invited to use or access the Platform by a Client who has entered into a licence agreement with the Owner for the use of INNODIRECT, or any other agreement allowing the User to use the Platform, the resiliation or end of said licence with the Client shall automatically result in the resiliation or end of the User’s Licence.

c. Any default of the Conditions of Use by a Client is governed by the Subscription which has priority over this Article 13.

14. Survival of Certain Provisions

At the end or upon the resiliation of the Licence, the Licence granted in section 4 of these Conditions of Use shall end, but sections 6, 8, 9, 11 and 15 to 25 shall survive the end or resiliation of the Licence.

15. User’s Liability

a. The User shall bear all costs related to the Software needed to use or access the Platform. It is the User’s responsibility to take all suitable precautions to protect its own data, computer systems and/or software from any contamination by possible viruses.

b. The User bears sole liability for the use of the information, messages or data of any kind available through the Platform, and under no circumstance may any person other than the User be held liable for any decision made or action taken by the User on the basis of this information.

c. The User shall bear sole liability for the use made of the Platform, and, more generally, for any use or operation made from its account and profile.

d. The User is responsible for all data and information made available by it on the Platform, whether such data or contents are accessible and/or distributed to the public or to any person through the Platform.

e. The User shall bear sole liability, with respect to the Owner and to any third party, for any damages, whether direct or indirect, of any kind whatsoever, caused by any information or any other element of contents communicated, transmitted or distributed by the User while using the Platform, as well as by any breach of these Conditions of Use on its part.

16. Limited Warranty

a. The Owner does not warrant that (i) the functionality of the Software will meet the User’s requirements and expectations or (ii) the Software will function without interruptions, errors, operational malfunctions or bugs (collectively referred to as a “Bug”).

b. The Owner shall use commercially reasonable efforts to correct any Bug or implement alternative solutions within a reasonable time after receipt of a detailed written notice from the User regarding the Bug.

c. The Owner shall not be responsible for the User’s use of the Platform or for any decision made or not made by the User as a result of the use of any data and information obtained by the use of the Platform.

d. The Owner shall not be responsible for any Bug if the Bug is not attributable to the Software or if the User has modified the Software, has had it modified, has attempted to modify it or has used it in an environment other than the Platform.

e. The warranties under this section shall replace all other express or implied representations and warranties of the Owner.

17. Limitation of Liability

The Owner’s maximum liability towards a User (who is not a Client) pursuant to the Conditions of Use and pursuant to any legal rule, for any loss, damage or expense, shall be limited to one hundred dollars ($100) in the aggregate. The foregoing disclaimers will not apply to the extend prohibited by applicable law.

The Owner’s maximum liability towards a Client shall be limited to the amount provided in the subscription.

In the event of the Owner’s default, the Owner shall not, under any circumstances, be liable towards the User (who is not a Client) for any damages other than as provided for in this section. For greater certainty, the Owner shall have no liability towards the User (who is not a Client) for any special, incidental, indirect, exemplary, punitive or consequential damages.

18. Indemnification

If the User fails to comply with any of its obligations provided for in the Conditions of Use or the Subscription, if it fails to observe any laws, rules and/or regulations applicable to the Platform and/or if it fails to perform its obligations arising under these Conditions of Use or the Subscription, the User shall:

(i) indemnify the Owner for any direct damage suffered by the Owner (including professional fees, and judicial and extrajudicial costs); and

(ii) assume the defence of the Owner, and indemnify it for and against any monetary judgment rendered as well as for and against any professional fees, and any judicial and extrajudicial costs, in the event of a third- party claim or legal suit against the Owner alleging:

a. a violation, by the User, of the laws and regulations applicable to the Platform; or

b. the infringement or unauthorized use of any Intellectual Property Rights or any other third- party rights; or

c. any damage suffered by the third party pursuant to the User’s fault or omission.

19. Representations

If the User is a legal person, the User represents and warrants that: (i) it is duly incorporated, (ii) it has the authority, permits and capacity to bind itself pursuant to the Conditions of Use and the Subscription and to comply with the obligations described therein, and (iii) it has authorized the signatory to bind it by accepting the Conditions of Use on its behalf.

20 Notices

Any notice, request or other communication to the Owner within the scope of these Conditions of Use, including to report a technical problem, shall be made in writing and sent by a means of communication allowing the User to prove delivery thereof to the Owner, as follows:

INNODIRECT INC.

Attention: Customer Service

Address: 1455 chemin des Prairies,

Brossard, Québec, J4X 1G1, Canada

E-mail: support@innodirect.com

Telephone: 1-800-704-3123

21. Amendments

The Owner reserves the right to unilaterally amend these Conditions of Use. It shall notify the User of any significant amendment to the Conditions of Use and give the User the opportunity to consult the revised version of the Conditions of Use before continuing to use the Platform. The User acknowledges that its use of the Platform after the Owner has sent a notice of the amendment of the Conditions of Use shall imply the User’s acceptance of the Conditions of Use. The amended Conditions of Use shall take effect as soon as they are published or at a later date, as specified therein, and shall apply as of then to the use of INNODIRECT.

22. Applicable Law

These Conditions of Use and the Subscription rules shall be governed and interpreted in accordance with the laws of Québec, including the federal laws of Canada applicable thereto.

23. Court of Competent Jurisdiction

Any dispute regarding these Conditions of Use and the Subscription rules, including their validity, enforcement and interpretation, or regarding the use of the Software or the Licence, shall be decided only by a court of competent jurisdiction in the judicial district of Montreal, Québec, Canada.

24. No Waiver

No silence, failure, negligent conduct or delay on the part of a party to exercise any right or recourse under these Conditions of Use or the Subscription rules shall be construed as a waiver thereof as long as the prescription period for exercising such right or recourse has not expired.

25. Severability

If any of the provisions of these Conditions of Use or of the Subscription rules is null or declared to be null, it shall be deemed not written, but this shall not affect the validity of the other provisions of these Conditions of Use or of the Subscription rules.

26. Language

The User has requested that these Conditions of Use and all documents related thereto be drafted in English. L’Utilisateur a exigé que ces Conditions d’utilisation ainsi que tout document s’y rapportant soient rédigés en anglais.

Ce document est également disponible en français.