C2 ATOM Cloud & C2 MSP (Software As A Service)

IMPORTANT: PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS BEFORE USING C2 ATOM CLOUD AND C2 MSP (THE “SERVICES”). SUCH TERMS AND CONDITIONS FORM A LEGALLY BINDING CONTRACTBETWEEN YOU, the recipient and payor of the Services (“You” or “your” or “CUstomer”), AND C2 INNOVATIONS INC. (“C2”), A SHERWEB INC. COMPANY. EACH OF C2 AND YOU MAY BE REFERRED TO AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES” UNDER THIS AGREEMENT(THE “AGREEMENT”).IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT SUBSCRIBE TO, CLOSE YOUR BROWSER AND DO NOT PROCEED WITH ORDERING OR USING THE SERVICES.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON ACCEPTIG THESE TERMS ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.

1. DEFINITIONS

   The following terms have the following meanings when used in this Agreement:

   Account: means the account created with C2 in connection with the Agreement that relates to Your purchase of, subscription to or use of the Services.

   Account Information: means any information required in connection with or associated to Your Account, including Your Users, contact information, address, access information, Account number, login names, passwordsand other financial information, security questions and their respective answers, Your End-Users, and any other similar information.

   Claim:means any claim, demand, action, suit, cause of action, assessment or reassessment, charge, judgment, debt, liability, expense, cost, damage or loss, whether direct or indirect, contingent or otherwise, including loss of value, reasonable professional fees, such as legal counsel fees on a lawyer-and-client basis, and all costs incurred in investigating or pursuing any of the foregoing or in any proceedings relating to any of the foregoing.

   Customer: means the entity or organization or corporation that pays for the purchase of the Services and whose employees use the Services.

   Customer Data: means data in electronic form input or collected through the Services by or from Customer, including without limitation by Customer’s Users.

   Documentation:means any written or electronic documents, publications or materialsas well as images, video, text or sounds, specifying the functionalities of the Services provided or made available by C2 to You or Your Users through the Services or otherwise.

   Effective Date: means the activation date of the Services under this Agreement.

   End Users: means anyindividual end users who use the Services.

   Feedback:means any suggestion or idea for improving or otherwise modifying any of C2’s products or services.

   Order: means any service proposal or quote accepted by Customer.

   Professional Services: means the assistance and support services, which are not covered by the Subscription Fee. Professional Services are subject to additional fees and include works performed by C2, including but not limited to (i) advanced configuration assistance; (ii) process and need analyses, (iii) training workshops beyond the onboarding training for any aspect related to the Services, and (iv) new project implementation.

   Services: refers C2 ATOM Cloud and C2 MSP and any other services offered fromtime to time by C2 and subscribed to, purchased by or used by You pursuant to the Agreement, including any updates, modifications or improvements to the Services, and any Documentation.

   Service Availability: refers to the ability of YourUsers or End User to access and use the Services.

   Service Outage: refers to a period of time during which the Service is unavailable resulting in a degradation of the Service that has a material adverse effect on Youor the End User.

   Software: means the software provided by C2 (either by making available for download or through web-based access) that allows You to use any functionality in connection with the Services.

   Subscription Fee: means the license fee applicable for the access to and use of the Services.

   Subscription Term: means the period during which Customer has agreed to subscribe to the Services as set forth in the applicable Order.

   Technical Support: meanstechnical assistance and support services provided in connection with the Servicesthat is covered by the cost of the licence purchased by the Customer, which may be related to (but not limited to) the Account setup and configuration, access and activation to the Services, and the resolution of other technical issues related to the Services. Technical Support does not include Professional Services as defined hereunder.

   Term:means the Subscription Term and any Renewal Term.

   Your User: means any individual who uses the Services on Customer’s behalf or through Customer’s account or passwords, whether authorized or not.

2. SERVICES
   1. Access and Use of the Services. Subject to and in accordance with the terms of the Agreement and solely during the Term, C2 grants You a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable right to access and use the Servicesfor Your internal business purposes.
3. RESPONSIBILITIES OF CUSTOMER
   1. Acceptable Use. You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than to Your Users or End Users in furtherance of its internal business purposes as expressly permitted by this Agreement; (b) use the Services to process data on behalf of any third party other than YourUsers or End Users; (c) modify, adapt, or hack any component of theServicesand its Software or otherwise attempt to gain or gain unauthorized access to the components of the Services, the Software, or related systems or networks; (d) falsely imply any sponsorship or association with C2; (e) use the Services in any unlawful manner, including but not limited to violation of any person’s privacy rights; (f) use the Services to send unsolicited communications junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages;  (g) use the Services to store or transmit any content that infringes upon any person’s intellectual property rights; (h) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (i) attempt to decipher, decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any Software making up the Service(s); (j) use the Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (k) use the Services to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (l) use the Services for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, or sending electronic communications (including e-mail) in violation of applicable law; (m) use of the Services for any purpose prohibited by applicable export laws and regulations; (n) try to use, or use the Services in violation of this Agreement. In the event that it suspects any breach of the requirements of this Section 3.1, including without limitation by Users or End Users, C2 may suspend Customer’s access to the Services without advanced notice in addition to such other remedies as C2 may have under the law and this Agreement.
   2. Account Information. You understand that your failure to timely update Your Account Information could increase the likelihood of unauthorized access to Your Account, in the impossibility to access or use the Services, and in the impossibility of communicating with You or of processing payment on Your Account. Accordingly, You agree to maintain accurate Account Information by promptly providing updates to C2when any of Your Account Information requires changes.
   3. Account Security.You acknowledge and agree that You are solely responsible for (i) maintaining the confidentiality and security of Your password, login credentials, and other access information associated with Your Account; (ii) ensuring the security of any hardwareand endpoints on which or from which the Services are used or accessed; and (iii) all activities that occur in connection with Your Account, whether initiated by You, by Your Users, by others on Your behalf or by any other means. You will notify C2 immediately of any unauthorized use of Your Account, or any other actual or potential breach of security. You acknowledge and agree that C2 will not be liable for any loss that You may incur as a result of any party using or accessing Your Account, either with or without Your knowledge and/or authorization. C2 specifically disclaims all liability for any activity in Your Account, whether authorized by You or not.
   4. Compliance with Laws. In Your use of the Services, You shall comply with all applicable laws, including without limitation laws governing the protection of personal data and other laws applicable to the protection of Customer Data.
   5. Users & Services Access. You are responsible and liable for: (a) Your Users’ and End Users’ use of the Services, including without limitation unauthorized User conduct and any User conduct that would violate Sections 2 or 3 or the requirements of this Agreement; and (b) any use of the Services through Your Account, whether authorized or unauthorized.
4. PAYMENT
   1. Fees. You shall pay C2 allSubscription Fees set forth in each Order and all applicable fees related to Professional ServicesYou required from C2 (collectively referred to as “Fees”).
   2. Payment methods. You shall pay the Feesthrough an accepted payment method as specified in the applicable Order. Your payment is due within thirty (30) days from invoice date.
   3. Taxes.Fees due under this Agreement are payable to C2 without deduction and are net of any and all national, provincial and municipal, income, franchise, consumption, business, gross receipt,property, sales, use, excise, value-added, goods and services taxes, and all other similar taxes, duties, fees, charges or surcharges, whether now or hereafter enacted, however designated, imposed on or based on the provision, sale oruse of the Services (“Taxes”).Inthe event Taxes must be withheld from any payment to C2, You will increase the payment to C2 sothat the amount received by Provider is the same as it would have been if no Taxes were withheld.
   4. Late Payment. If You fail to make payment of any amounts invoiced in strict compliance with the aboverequirements, C2 may (i) charge an interest for late payment @ 1.5% per month; (ii) suspend Your access to and use of the Services until C2 receives Your payment towards the Fees as specified herein; and/or; (iii) terminate Your Services and Your Account in accordance with Section 5.5below.
   5. Fees Increase. C2 reserves the right to increase the Fees upon thirty (30) days’ prior notice to You. Your continued use of the Services after the effective date of such increase will be deemed to be acceptance by You of theupdated Fees. If You do not agree with such increase, You may terminate the affected Services by providing written notice to C2, provided that such notice be received by C2 within thirty (30) days of C2’s notification of the Fee increase.Any termination under this Sectionshall be deemed a termination for convenience by You for the purpose of the Agreement. The Fees for a current Subscription Termwill not change during the Subscription Term. If the Fees increase during a then-current Subscription Term, the updated Fees will become applicable upon renewal of current subscriptions or immediately for any new subscriptions.
   6. Billing Dispute. In the event You dispute, in good faith, any portion of a C2 invoice, Youagree to pay the undisputed portion of the invoice and submit a written claim for the disputed amount, documenting the basis of the claim. All claims must be submitted to C2 in writing within ninety (90) days of the issuance of the disputed invoice. You acknowledge that You are able to and that it is reasonable to require You to dispute invoices within that time.
5. TERM AND TERMINATION
   1. Term. This Agreement is effective upon the Effective Date and expires at the end of the Term, unless terminated earlier by either party in accordance with this Section 5.
   2. Renewal. At the end of the Subscription Term, Your subscription to the Services will renew automatically for successive periods equivalent in length to the then expiring Subscription Term and not to exceed twelve (12) months (each a “Renewal Term”), unless You notify C2 of Your intent not to renew its subscription to the Servicesat least sixty (60) days prior to the end of the current Term.
   3. Non-Renewal. In the event of non-renewal of in accordance with Section 5.2, the Agreement will terminateupon the expiration of the current Term.
   4. Termination without cause.If You wish to terminate the Agreement for convenience prior to the end of the current Term, Youmustnotify C2 in writing to that effect. For any termination under this Section 5.4, You will be required to pay a lump sum to C2 equal to fifty percent (50%) of the monthly Subscription Fees for each of the remaining months of the current Term, which You acknowledge C2 is entitled to receive by way of liquidated damages, not as penalty. Such lump sum shall be payable no later than thirty (30) days following the receipt by C2 of Your termination notice. You hereby expressly renounce to the applications of Articles 2125 to 2129 of the Civil code of Quebec.
   5. Suspension and termination for cause by C2. C2 may suspend Your access to and use of Your Account and ofthe Services as a result of a material breach of this Agreement by You(including for late payment or non-payment of Fees), provided that C2 notifies Youof Your default and provides You with a period of fifteen (15) days (“Cure Period”) to cure or cease such default. If You do not cure or cease such default within said Cure Period or if the C2 believes that Your violationof this Agreement cannot be cured, C2 may immediately terminate the Agreement.
   6. Termination for cause by Customer. You may terminate Your subscription to the Services or terminate the Agreement as a result of a material breach of this Agreement by C2, provided that You notify C2 of the default and provide C2 with a period of thirty (30) days to cure or cease such default.
   7. Effects of Termination.Upon termination of the Agreement, regardless of the cause, Customer shall cease all use of the Services and delete, destroy, or return to C2 all copies of the Documentation or C2 ConfidentialInformation in its possession or control. C2 shall retain any associated Customer Data for a period of one hundred and twenty (120)days from the date of termination of Your Account, beyond which allYour Customer Data shall be deleted immediately and permanently.Notwithstanding the foregoing, (i) any return or destruction shall be subject to all applicable laws, regulations and C2 policies, and (ii) nothing in this Agreement shall be deemed to require the alteration, modification, deletion or destruction of backup tapes or other backup or archived media made in the ordinary course of business.The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) Sections 6 (IP & Feedback), 7 (Customer Data & Privacy), 8 (Confidential Information), 10 (Disclaimer of Warranties), 12 (Indemnification), and 11 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.
6. INTELLECTUAL PROPERTY AND FEEDBACK
   1. Intellectual Property Rights to the Services.C2 retains all right, title, and interest in and to the Services and all graphics, user interfaces, logos, and trademarks reproduced through the Services. This Agreement does not grant Customer any intellectual property rightsin or licence to the Services or any of its components. Customer recognizes that the Services and its components are protected by copyright and other laws.
   2. Feedback.C2 has not agreed to and does not agree to treat as confidential any Feedback Customer or Users provide to C2, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict C2’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the User in question. Notwithstanding the provisions of Section 8below, Feedback will not be considered Confidential Information.
7. CUSTOMER DATA & PRIVACY.
   1. Use of Customer Data. Unless it receives Your prior written consent, C2: (a) shall not access, process, or otherwise use Customer Data other than as necessary to provide or facilitate the Services; and (b) shall not intentionally grant any third party access to Customer Data, except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, C2 may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Unless prohibited by applicable law, C2 shall give You prompt notice of any such legal or governmental demand and reasonably cooperate with You in any effort to seek a protective order or otherwise to contest such required disclosure, at Your expense. As between the Parties, You retain ownership of Customer Data.
   2. Risk of Exposure. You recognize and agree that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Services, You assume such risks. C2 offers no representation and disclaims all warranties or guarantees that Customer Data will not be exposed or disclosed through errors or the actions of third parties.
   3. Data Accuracy. C2will not be responsiblenor be held liable for the accuracy of data uploaded to the Services by You, including without limitation Customer Data and any other data uploaded by Users or End Users.
   4. Aggregate & Anonymized Data. Notwithstanding the provisions of this Section 7, C2 may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. For the purpose of this Agreement, “Aggregate Data” means Customer Data with the following elements removed: personally identifiable information and the names and addresses of Customer and any of Your Users or End Users.
8. CONFIDENTIALITY
   1. “Confidential Information” means(i) all non-public technical information about a party’s business, affairs, goods and services, forecasts, technology (including programming and software code), trade secrets, marketing strategies, customer data, financial information and know-how; (ii) materials and documentation comprising or related to a party’s intellectual property; or (iii) any other information which in the circumstances of its disclosure could be viewed by a reasonable person as confidential; in all cases whether oral or written, in electronic format or in any other form or media, and whether or not marked, designated or otherwise identified as “confidential”. Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act, omission, or breach of the Agreement by the Receiving Party (as defined below); (b) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party (as defined below) or obtained subject to any obligation to keep it confidential; (c) is lawfully disclosed to the Receiving Party by a third party without restrictions on disclosure; or (d) is independently developed by the Receiving Party. Your Confidential Information includes Your Customer Data.
   2. Confidentiality Obligation. Except as otherwise permitted by the Agreement or as mutually agreed to in writing by the parties, a party receiving Confidential Information (the “Receiving Party”) shall maintain the confidentiality of all Confidential Information from the party disclosing the Confidential Information (the “Disclosing Party”) and shall not release, disclose, divulge, sell or distribute any Confidential Information, without the prior written consent of the Disclosing Party. The Receiving Party may only use the Disclosing Party’s Confidential Information as necessary to carry out its activities contemplated by the Agreement and for no other purpose. The Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own similar confidential information but in no event less than reasonable care (ii) not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, (iii) notify the other Party promptly upon discovery of any unauthorized use or disclosure of Confidential Information, and (iv) cooperate with the other Party to help regain control of the Confidential Information and prevent further unauthorized use or disclosure of it.
   3. Need to Know. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, directors, officers, consultants, contractors, and agents (collectively the “Representatives”) who are required to have the information in order to carry out the purposes of the Agreement, provided that it has ensured that such Representatives are required to protect the Confidential Information according to written terms consistent with the Agreement and has accepted responsibility for each Representative’s use of Confidential Information. The Receiving Party is liable to the Disclosing Party of any use of Confidential Information by its Representative.
   4. End Users. You may disclose Confidential Information to the End Users solely to the extent necessary to carry out the intent of the Agreement and provided that such End Users are contractually bound to maintain the confidentiality of such Confidential Information on terms at least as restrictive as those of this Agreement.
   5. Order. The Receiving Party may disclose Confidential Information to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by Applicable Law. If the Receiving Party is required by Applicable Law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party’s sole cost and expense, a protective order or other remedy.
9. TECHNICAL SUPPORT AND MAINTENANCE
   1. Technical Support. Except as otherwise set forth in the Agreement, C2 will provide You Technical Support for the Services, including by phone and email, in accordance with the terms set forth below. The technical support service applies to all Software Services provided by C2 and consists of assisting Users by telephone or email. This service is available from Monday to Friday between 8:00 AM to 6:00 PM Eastern Time with the exception of the statutory holidays in the province of Quebec, Canada.  All issues reported to C2 customer support department will be classified and directed to the appropriate team for resolution. Issues are classified under four severity levels as shown in the below table based on the description provided by Customer. C2 will comply with the applicable response time as set forth in the blow table.

       

      ErrorSeverity Level	ProgramErrorPriorityDefinition	Example	ResponseTime
      Severity1	Urgent: The most severe type of Error. It can be described as a showstopper, a critical failure in operational activity where no workaround is available.	Service down	2 business hours
      Severity2	High: This is the second most severe type of Error. These problems are considered high impact issues.Problems in this assessment category include an application that is inoperative orseriously degradedwhereashort-term workaround is available.	Reduced usabilityof Service (i.e. material dataaccess errors)	4 business hours
      Severity3	Medium: The Error limits the functionality or usefulness of the application, but the condition is not critical to the continued operation of the C2 ATOM Service. A workaround is readily available and can be applied or used with little or no operational impact.	Work around thatis inconvenient, but Service is functional	6 business hours
      Severity4	Low: This is the least severe type of. It can be described as a minimal problem arising from a misleading or unsatisfactory component or feature.The problem can be circumvented with no operational impact and there are no data integrity issues. Deferred maintenance of “low” Program Error is acceptable.	Minimalto noimpact, but may be resolved in nextpatch update	8 businesshours

       

   2. ​​​​​​​Error Correction.  For the purposes hereof, an “Error” shall mean a material failure of the Services to perform in accordance with any Documentation such that the Services are significantly impaired or degraded. You must cooperate with all investigations conducted by C2 in relation to the Error. The only responsibility of C2 in relation to a reported Error is to use all commercially reasonable efforts to correct the Error. An Error correction may consist of a separate patch, a workaround or it may be included in the next available update, upgrade or release of the Services, at the discretion of C2. If the Error requires work beyond the scope of normal Technical Support; the error was caused or stems from Your IT environment; or if You have modified the architecture related to the Services without C2’s prior authorization, factors which shall be reasonably determined on a case by case basis by C2, then the additional work performed by C2 (due to any of the previously stated reasons) will be deemed as Professional Services that are chargeable by C2 and payable by You. Likewise, if Your refusal to cooperate or inaction worsen errors and require additional repairs, the cost for such correction work shall be charged to you by C2 as Professional Services. 

   3. Maintenance. C2 may be required to perform routine maintenance from time to time in connection with the Services. Routine maintenance may interrupt or otherwise impact the Services, depending on the nature of the work. Routine maintenances are planned to occur during off-peak hours (Eastern Time) and C2 will use commercially reasonable efforts to notify You at least forty-eight (48) hours prior to such maintenance. C2 may also be required to perform emergency maintenance. Emergency maintenance may happen without notice; in case of emergency maintenance, C2 will use commercially reasonable efforts to notify You as soon as reasonably possible and to perform such maintenance in a manner that will not unreasonably interrupt the Services. It is Your responsibility to understand these notifications and take the necessary actions to minimize the impact on Your business.

   4. Equipment. Unless purchased directly from C2, You are responsible for and must provide all phones, phone services, computers, software, hardware, and any other devices necessary to access and use the Services (“Equipment”). C2 makes no representations, warranties, or assurances that Your Equipment will be compatible with the Services. To access and use the Services, You must provide, without limitation, (i) an internet connection with sufficient bandwidth and quality, (ii) a fully functional Internet browser, (iii) tools to develop and publish content, if suitable and necessary in Your opinion, and (iv) tools to access database servers, if applicable.

   5. Updates.C2reserves the right to change or upgrade any equipment or software that it uses to provide the Services without notice to You. C2 will install security patches, minor updates, upgrades and service packs (“Updates”), as it determines in its sole discretion, and reserves the right, but has no obligation, to roll back any Updates. Updates may change system behavior and functionality and as such may negatively affect the Services. C2 cannot foresee nor be responsible or liable for service disruption or changes in functionality or performance due to Updates. C2 is not responsible or liable for issues that may arise from incompatibilities between the Service Data and the Services, including any Updates.

   6. Service Availability Warranty. C2 will use commercially reasonable efforts to provide a 99.9% Service Availability for the Service (“Service Availability Warranty”). Any period where a particular Service is unavailable but such unavailability is caused by or associated with any of the following shall not be considered a Service Outage: (i) any circumstance beyond C2’s reasonable control, including but not limited to a failure or error in a device or hardware not provided by C2, denial of service or similar attacks, mail bombs, DNS resolution, domain name expiration, hardware failure, Internet unavailability, power failure, Your act or omission or those of Your Users or End Users, Your portion of the network or that of Your Users or End Users, IP transit provider issues, SYN attacks or any other Force Majeure event; (ii) any unavailability related to the replacement or repair of customer premises or Equipment; (iii) any issues related to a third-party supplier; or (iv) any scheduled and emergency maintenance (collectively the “Service Outage Exclusions”). Also, any period of unavailability lasting less than five (5) consecutive minutes shall not be considered a Service Outage.

   7. Service Credit. Subject to the Service Outage Exclusions, in the event C2 does not comply with the applicable Service Availability Warranty in any given calendar month, You will be credited or refunded: (i) an amount equal to five percent (5%) of the amount due and payable for the affected Service during the reference month; and (ii) for every one percent (1%) loss of availability below the Service Availability Warranty during the same calendar month, an additional amount equal to two and a half percent (2.5%) of the amount due and payable for the affected Service during the reference month, the whole calculated in accordance with the terms set forth in Section 9.8 below (collectively referred to as the “Service Credit”). Under no circumstances shall the Service Credit exceed twenty-five percent (25%) of the amount due and payable for the affected Service in the reference month.

   8. Service Credit Request and Calculation. To request a Service Credit, You must send a Service Credit request within fifteen (15) days of the Service Outage to C2. The Service Credit request must contain Your Account name, contact information, a detailed description of the Service(s) affected, the start and end time of the Service Outage, a description of how Your use (or that of Your End Users) was adversely affected, and the Service Credit requested. Before processing a request for Service Credit, C2 will review the information submitted in the Service Credit request. C2 calculates Service Availability based on both the monitoring system and the incident report from C2’s engineering team. C2 calculates the Service Credit based on the particular Service for which Service Availability was below the Service Availability Warranty, the fees applicable for such particular Service, and the percentage of overall End Users adversely affected. For example, if only two (2) End Users were adversely affected by the Service Outage out of two hundred (200) End Users, the Service Credit will be calculated as one percent (1%) multiplied by the monthly fee for the affected Service multiplied by the percentage of the Service Credit to which You are allowed for the reference month. A Service Credit will only be granted if C2 confirms that a Service Credit is available and it shall be Your sole remedy (and that of Your End Users) for any such failure or other issues with the Service. If granted, the Service Credit will be applied to the next invoice for the affected Service. You are not entitled to a Service Credit if You (or Your End Users) are in breach of the Agreement (including breach of payment obligations) at the time of the occurrence of the event giving rise to the credit until such breach is cured. You are not entitled to a Service Credit if the event giving rise to the Service Credit would not have occurred but for the breach of the Agreement by You or Your End Users, or as a result of Your fault or negligence or that of Your End Users. In any case where Services Credits are granted for such loss of Service, the maximum aggregate cumulative amount of such Service Credits, in any given month for any given Service, shall not exceed to total amount of fees otherwise payable by you for this Service during that month. C2 SHALL HAVE NO LIABILITY OF ANY KIND WHATSOEVER FOR SERVICE OUTAGE OTHER THAN WHAT IS EXPRESSLY PROVIDED IN THE “SERVICE CREDIT” SECTION OR ANY OTHER SIMILAR SECTIONS OF THE AGREEMENT.

10. DISCLAIMER OF WARRANTIES

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, C2 PROVIDES THE SERVICES ON AN “AS IS” BASIS AND NO WARRANTY IS EXTENDED TO YOU UNDER THIS AGREEMENT. YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND DISCRETION. C2 EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE AGREEMENT OR THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A GENERAL OR PARTICULAR PURPOSE, AVAILABILITY, TITLE, NON-INFRINGEMENT, OR WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY C2 SHALL CREATE A WARRANTYOF ANY KIND OR A GUARANTEE TO ACHIEVE A PARTICULAR OUTCOME, AND YOUR RELIANCE ON ANY SUCH ADVICE OR INFORMATION IS AT YOUR OWN RISK. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL CONDITION OF THE AGREEMENT.

11. LIMITATION OF LIABILITY
    1. ​​​​​​​IN NO EVENT C2 OR ITS REPRESENTATIVES BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES, TO THE EXTENT THAT SUCH CATEGORIES OF DAMAGES ARE RECOGNIZED AND CAN BE CLAIMED UNDER APPLICABLE LAW; AND (II) OR FOR DAMAGES FOR LOSS OF PROFITS, SAVINGS OR REVENUES, LOSS OF SERVICE DATA, BUSINESS INFORMATION OR BUSINESS INTERRUPTION, DIMINUTION IN VALUE OR OTHER SIMILAR PECUNIARY LOSSES; IN ALL CASES ARISING UNDER OR IN CONNECTION WITH THE SERVICES OR MORE GENERALLY THIS AGREEMENT, REGARDLESS OF: (A) WHETHER THE DAMAGES CAN BE CONSIDERED DIRECT OR INDIRECT; (B) WHETHER OR NOT C2 WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE; (C) THE LEGAL OR EQUITABLE THEORY (CONTRACTAL LIABILITY, EXTRA-CONTRACTUAL LIABILITY, TORT OR OTHERWISE) ON WHICH THE CLAIM IS BASED; AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY IN ITS ESSENTIAL PUROPOSE.
    2. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL C2 BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR CAUSED BY (1) ANY THIRD PARTY, (2) YOU, YOUR USERS OR YOUR END USERS, (3) C2’S ACCESS TO YOUR, YOUR USERS OR YOUR END USERS’ COMPUTER EQUIPMENT(S) OR NETWORK(S) OR (4) ANY OTHER EVENTS BEYOND THE REASONABLE CONTROL OF C2.
    3. IN NO EVENT SHALL C2’S LIABILITY UNDER THE AGREEMENT EXCEED THE AMOUNT PAID BY YOU UNDER THE AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12. INDEMNIFICATION
    1. ​​​​​​​C2 Indemnification Obligation. C2 shall defend, indemnify and hold harmless You and Your Representatives from and against any and all Claims brought by a third party arising out of or in connection with infringement or alleged infringement of the intellectual property rights of such third party by the Services made available by C2 for a fee and used within the scope of the license granted to You under the Agreement. You shall promptly notify C2 of such Claim in writing and give C2 sole control over Your defense or settlement. C2 shall defend, at its own expense, any action arising from the infringement Claim, and You shall cooperate in such defense as reasonably requested by C2, at C2’s expense. C2 shall pay all adverse final judgments and settlements that it has consented to resulting from such Claims, and any award received by C2 in such an action shall belong solely to C2. C2’s obligation to defend, indemnify and hold You harmless shall not apply to the extent that the Claim is based on, arises out of, directly or indirectly: (i) Your use of the Services in violation of this Agreement; (ii) specifications provided by You to C2 for the Services; (iii) code or materials provided by You as a part of the Services; (iv) Your use of the Services after C2 notifies You to discontinue that use due to a third party Claim; (v) Your use of the Service in combination with a product, service, data or business process that is not licenced, resold or distributed through the Agreement; (vi) damages attributable to the value of the use of a product, service, data or a business process that is not licenced, resold or distributed through the Agreement; (vii) modifications You make or that You have caused to be made to the Services; (viii) Your redistribution of the Services to, or Your use for the benefit of, any unaffiliated third party; (x) Your use of C2’s trademarks without prior written consent to do so; or (xi) any trade secret or undisclosed information claim, where You acquire the trade secret or undisclosed information (a) through improper means; (b) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (c) from a person (other than C2) who owed to the party asserting the Claim a duty to maintain the secrecy or limit the use of the trade secret or undisclosed information.
    2. Cure. If the Services become or are likely to become the subject of an indemnity Claim under Section 12.1, C2 may at its sole discretion, (i) procure, at no cost to You, or where applicable, the right to continue using the Service, (ii) replace or modify the Services so that they become non-infringing or (iii) withdraw the infringing Service and terminate any affected subscription plan, in whole or in part, including with respect to any individual Service or any software component of a Service, without further obligation. For clarity, this Section 12.2 states the entire and exclusive obligation of C2 for any Claim or breach of Section 12.1 and C2 shall have no further liability to You or Customer in connection with Section 12.1, except only to refund to You any prepaid fees for Services.
    3. Customer Indemnification Obligations. You shall defend, indemnify and hold harmless C2 and its Representatives from and against any and all Claims brought by a third party arising out of or resulting, directly or indirectly, from Your use, Your Users’ use Or Your End Users of the Services, Your breach of the Agreement or Your negligence or willful misconduct. This includes any of the following acts or omissions by You or any of Your Users or End Users:(i) unauthorized or improper installation, use, access, copying, reproduction, and/or distribution of any portion of the Services; (ii) introduction of a software virus in C2’s network; or (iii) violation of this Agreement.
13. AMENDMENT OF TERMS.

    C2 may, from time to time and at its sole discretion, by giving You notice, update the Agreement or any document forming part of the Agreement, or modify or supplement the Services. C2 will notify You of any amendments to the Agreement by email or by posting the new version on C2’s website at https://c2-itsm.com/terms-of-service, or at another location communicated to You by C2. Such changes will take effect immediately, unless otherwise indicated by C2. You can always review the most current version of the Agreement and any document forming part of the Agreement on C2’s website at https://www.c2enterprise.com/fr/conditions-dutilisation-0, or at another location communicated to You by C2. Your continued use of the Services after C2 posts a new version of the Agreement or any document forming part of the Agreement will constitute Your acceptance of the updated Agreement. If You do not wish to accept the updated Agreement, You may terminate the Agreement by giving written notice to C2 without C2 incurring any liability whatsoever. Except as expressly provided herein, no other change shall be binding on the Parties unless in writing and signed by an authorized representative of both Parties.

14. MISCELLANEOUS
    1. ​​​​​​​Computation of Deadlines. In computing any deadlines under this Agreement, the first day of the deadline is not included, but the last day is; in addition, any day that is not a business day is counted. However, if the last day of the deadline is a day that is not a business day, the deadline is extended to the next succeeding day which is a business day.
    2. Solicitation. During the Term and for one (1) year after termination of this Agreement, You shall not hire, offer to hire, divert, entice away, solicit or in any other manner persuade, or attempt to do any of the foregoing, directly or indirectly (“Solicit”), for employment or other services, any persons or entities employed or engaged by C2 during such period without C2’s prior written approval.
    3. Digital Signature. By ordering Services and registering for an Account, or by using the Services for Your organization, You are deemed to have executed this legally binding Agreement and the other terms of service electronically, effective on the date You create Your Account or click to accept the terms of the Agreement. Your Account registration constitutes an acknowledgement that You are able to electronically receive, download, and print the Agreement and any amendments thereto.
    4. Interpretation.  For purposes of the Agreement: (a) the words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein”, “hereof,” “hereby”, “hereto” and “hereunder” refer to the Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. The Parties drafted this Agreement without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments and appendices referred to herein are an integral part of the Agreement to the same extent as if they were set out verbatim herein. Except as otherwise expressly provided in the Agreement, all dollar amounts referred to in the Agreement are stated in the currency selected by You upon creation of Your Account. The headings in the Agreement are for reference only and do not affect the interpretation of the Agreement.
    5. Entire Agreement. The Agreement and the schedules attached hereto collectively constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, representations, conditions, warranties, negotiations and discussions with respect to the subject matter hereof, whether oral or written. This Agreement cannot be modified otherwise than by a written amendment duly signed by the Parties.
    6. Applicable Law and Venue. The Agreement shall be governed and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable in Quebec, despite any choice-of-law statute, rule, or precedent that would apply the law of any other jurisdiction. To the extent it may be applicable, the Parties expressly agree to exclude the application of the U.N. Convention on Contracts for the International Sale of Goods (1980) to this Agreement. The Parties hereby attorn to the non-exclusive jurisdiction of the federal and provincial courts in the judicial district of Saint-François, Province of Quebec, Canada. This choice of jurisdiction does not prevent either Party from seeking injunctive relief with respect to a violation, infringement or misappropriation of intellectual property rights or confidentiality obligations in any jurisdiction.
    7. Non-Waiver. No waiver of any of the provisions of the Agreement is binding unless it is in writing and signed by the Party entitled to grant the waiver. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion. The failure of either Party to exercise any right, power or option given hereunder or to insist upon strict compliance with the terms and conditions hereof by the other Party shall not constitute a waiver of the terms and conditions of the Agreement with respect to that breach or any other or subsequent breach thereof, nor a waiver by either Party of its rights at any time thereafter to require strict compliance with all terms and conditions hereof, including the terms or conditions with respect to which the other Party has failed to exercise such right, power or option.
    8. Force Majeure Event. Except for monetary obligations, neither Party (the “Impacted Party”)  shall be in default or otherwise liable to the other for failure or delay in the performance of a required obligation hereunder if such inability or delay results from any cause which is unforeseeable, irresistible and beyond such Party’s reasonable control or anticipation, including, without limitation, acts of war, acts of God, terrorism, earthquake, hurricanes, flood, fire or other casualty, embargo, riot, sabotage, labor shortage or dispute, governmental act, insurrection, epidemic, quarantine, inability to procure materials or transportation facilities, failure of power, restrictive governmental laws or regulations, condemnation, acts of third parties, failure of the internet, or other reason that is beyond a party’s reasonable control or anticipation (each a “Force Majeure Event”). The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of the Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
    9. Successors and Assigns. You may not assign the Agreement without the prior written consent of C2, which consent shall not be unreasonably withheld. C2 may assign this Agreement without the need for prior consent. The Agreement shall enure to Your benefit and that of C2 and shall be binding upon both You and C2 and both your respective legal successors and permitted assigns.
    10. Notice. You accept that communications from C2 may be electronic. As such, C2 may notify You by email (to any email address registered with C2) or provide You with information by posting notices on C2’s website, Portal or to Your Account. You agree to this electronic means of communication and You acknowledge that all contracts, notices, information, and other communications that C2 provides to You electronically are acceptable and effective as notice. Subject to the foregoing and except as otherwise specified in the Agreement, all notices, requests, consents, claims, demands and waivers hereunder shall be in writing and shall be deemed to have been given (i) immediately upon personal delivery, (ii) the second (2nd) business day after mailing, or (iii) the first (1st) business day after sending by email or, if from C2 to You, upon online posting on C2’s website, portal or Your Account. Notices to C2 that are not sent electronically mustbe mailed to C2 at the following address:

        C2 Innovations

        Attn: Legal Affairs

        95 South Jacques-Cartier Blvd, Suite 400 Sherbrooke (QC) Canada, J1J 2Z3

        Email: legal@sherweb.com

         

    11. Cumulative Rights. The rights of each Party hereunder are cumulative and the exercise or enforcement by a Party of any right or remedy hereunder shall not preclude the exercise or enforcement by such Party of any other right or remedy hereunder or which such Party is otherwise entitled by law to enforce.

    12. Additional Remedies. You acknowledge that any act in violation of C2’s rights in the Services may cause irreparable damage to C2, for which monetary damages may not be an adequate remedy. Accordingly, if You act, fail to act, or attempt to act in violation of C2’s rights in the Services, then in addition to all C2’s other rights and remedies under the Agreement, C2 shall have the right to seek to prevent such action or failure to act by applying for interlocutory or permanent injunctive relief.

    13. Severability. If, in any jurisdiction, any provision of the Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability, without invalidating the remaining provisions thereof and without affecting the validity or enforceability of such provision in any other jurisdiction or its application to other Parties or circumstances.

    14. No Other Terms. The terms and conditions of this Agreement govern all transactions contemplated by this Agreement including all sales orders, statements of work or similar documents.  Any proposed variation from or addition to these terms and conditions appearing on any document submitted by You are null and void.

    15. Export. C2’s obligation to fulfill its commitments under this Agreement may be subject to restrictions arising out of Applicable law related to national or international export controls, including embargoes or any other sanctions. The Parties further acknowledge that the Services may be subject to export and re-export restrictions under Applicable law related to export control and thus may only be exported or re-exported in compliance with such Applicable law.

    16. Language. You have chosen that the Agreement be drafted in English. Le client a choisi que cette entente soit rédigée en anglais.

Please read the following general terms carefully. By paying for the acquisition of C2 ATOM’s perpetual licensing rights and for the annual maintenance and technical assistance agreement, you agree that these general terms constitute a legally binding contract (“Agreement”) between you and us.

If you do not agree to these general terms, you are not allowed to use C2 ATOM licenses and will not be eligible for the maintenance and technical assistance agreement.

If you are an employee, reseller, service provider, consultant, subcontractor or other party using the C2 ATOM solution on behalf of another person or company, you will be deemed to have accepted the general terms of this Agreement for the account of the said person or company.

WHEREAS C2 is the editor of C2 ATOM, a software solution for service management;

WHEREAS the Customer wishes to use the perpetual licenses of the C2 ATOM solution on its own technological infrastructures and to avail itself of the annual maintenance and technical assistance payment;

WHEREAS the Parties wish to specify the terms and conditions governing the use of C2 services by the Client;

 

1. DEFINITIONSThe following terms have the following meanings when used in this Agreement:
   1. Client: refers to the entity or organization or corporation that pays for the purchase of perpetual licenses and for the annual maintenance and technical assistance agreement and whose employees use the C2 ATOM Solution;
   2. C2: means the editor of the C2 ATOM solution;
   3. Solution: refers to all the operational functions of the C2 ATOM software.
   4. Software: means any software provided by C2 to the Client.
2. PURPOSE
   1. The purpose of the Agreement is to define the terms applicable to the C2 ATOM perpetual licenses and the annual maintenance and technical assistance agreement.
   2. If all the conditions stipulated in this Agreement are met, C2 agrees to provide the Client, who accepts:
      1. A right of use for a number of licenses agreed upon between the parties of the C2 ATOM solution under the terms defined below;
      2. Access to the technical assistance service and obtaining patches and new versions of the solution under the conditions defined below.
3. CONTRACTUAL DOCUMENTS
   1. The Agreement constitutes the entirety of the commitments existing between the Parties hereunder together with the Agreement. It replaces and cancels any previous oral or written commitment relating to the subject of the Agreement.
   2. It is formally agreed between the Parties that any tolerance or waiver by one of the Parties, in the application of all or part of the commitments provided for in the Agreement, whatever their frequency and duration may be, cannot constitute a modification of the Agreement, nor be likely to create any rights.
4. EFFECT, DURATION AND RECONCILIATIONS
   1. The Agreement takes effect from the activation date of the environment.
   2. Its term shall be 12 months from the date of its entry into force and thereafter shall be renewed automatically for successive periods of 12 months, hereinafter a renewal period, unless one of the parties notifies the other party the intent to terminate the Agreement in writing at least 60 days before the end of the initial term or any renewal period.
5. LICENCE
   1. If the Customer has paid the price in accordance with the payment terms provided in the “Financial Conditions” clause, C2 will grant the Client a perpetual license, for a number of users as agreed between the Parties, non-exclusive and non-transferable to use the solution on the Client’s technological infrastructures.
   2. The Client may only use the Solutions in accordance with his needs and documentation. In particular, the licence relating to the Solutions is granted only for the sole purpose of enabling the Client (and the Users) to use the Solution, to the exclusion of any other purpose.
   3. The right of use means the right to represent and implement the Solution in accordance with its purpose. The Client cannot under any circumstances make the Solutions available to a third party (with the exception of Users), and strictly forbids any other use, in particular any adaptation, modification, translation, arrangement, distribution, recompilation, without limiting that list.
6. MAINTENANCE & TECHNICAL SUPPORT
   1. The technical support service applies to all Application Solutions provided by C2 and consists of assisting Users by telephone or email. This service is available from Monday to Friday from 8:00 AM to 6:00 PM with the exception of holidays. The discrepancy reports must be confirmed by email to C2 without delay. C2 proceeds to the diagnosis of the anomaly and then implements its correction.
      1. (a) In the event of a blocking anomaly, the acknowledgment will be within 2 hours. C2 will work to correct the blocking anomaly as soon as possible and will propose a workaround within 4 hours.
      2. (b) In the event of a semi-blocking anomaly, the acknowledgment will be within 2 hours. C2 will work to correct the discrepancy and will propose a workaround that could allow the use of the features in question within 24 hours.
      3. (c) In the event of a minor anomaly, the acknowledgment will be as soon as possible and C2 will propose the correction of the minor anomaly in a new version of the Service that will be delivered as part of the evolutionary maintenance.
      4. C2 is not responsible for maintenance in the following cases:
         1. Client’s refusal to collaborate with C2 in resolving discrepancies, including answering questions and inquiries;
         2. Use of the Application Services in a manner inconsistent with their destination or documentation;
         3. Unauthorized modification of the Solutions by the Client or a third party;
         4. Client’s breach of his obligations under this Agreement;
         5. Implementation of any software package or operating systems not compatible with the Application Services;
         6. Failure of electronic communication networks;
         7. Voluntary act of degradation, malice, sabotage;
         8. Deterioration due to force majeure or misuse of Application Services.
      5. However, C2 may, if possible, resolve the malfunctions caused by the cases listed above, at the C2 rate in effect at the time of the intervention date, all of which must be approved beforehand in writing by the Client.
7. TRAINING
   1. At the request of the Client, C2 may provide conditions to be defined by mutual agreement of the training services on the Applications.
8. FINANCIAL CONDITIONS
   1. License Prices and Maintenance & Technical Assistance Annual Agreement
      1. The financial conditions are as agreed by both parties, according to the proposal sent by C2 and accepted by the Client.
      2. The price of perpetual licenses and the annual maintenance and technical assistance agreement are shown in Canadian dollars and exclude all applicable taxes.
      3. The billing address is the Client’s head office address.
      4. Except as otherwise provided herein and prior written approval of the relevant costs by the Client, are excluded from the license fee and the annual maintenance and technical assistance agreement and result in separate billing, the following services:
         1. Training benefits;
         2. Technical assistance services not provided for in the Annual Maintenance and Technical Assistance Agreement;
         3. And more generally any professional service provision.
   2. Terms of payment
      1. Notwithstanding the duration of the commitment, perpetual licenses are invoiced immediately, professional services are billed monthly and maintenance and technical assistance agreements are invoiced annually. Invoices are payable 30 days from the date of invoice.
   3. Default of Payment
      1. Without prejudice to any damages and interest, the failure of the Client to pay an invoice when due automatically entails:
         1. The application of a late payment interest equal to three times the legal rate, without prior notice and from the first day of delay;
         2. The immediate suspension of the Maintenance and Technical Assistance Agreement;
         3. The automatic termination of the Agreement 30 days after the sending by C2 of a formal notice by registered letter with acknowledgment of receipt remained unsuccessful.
9. PROPERTY
   1. The Client is and remains the owner of all the Data that he uses via the Application Services within the framework of the Agreement.
   2. C2 is and remains the owner of the property rights relating to all the Solutions made available to the Client.
   3. The Agreement does not confer any rights of ownership on the Solutions. The temporary provision of the Solutions under the terms and conditions of the Agreement cannot be considered as the transfer of any intellectual property right to the benefit of the Client, within the meaning of the law on intellectual property.
   4. The Client is prohibited from reproducing any element of the Software, or any documentation concerning them, by any means whatsoever, in any form whatsoever and on any medium whatsoever.
   5. The Client may not assign all or part of the rights and obligations arising from the Agreement, whether in the context of a temporary assignment, a sublicence and any other contract providing for the transfer of said rights and obligations. Notwithstanding the foregoing, Client may assign this Agreement, without the prior consent of C2, only if the terms are maintained, to (i) a current or future affiliate, or (ii) a third party in the context of the sale of all or a substantial part of the assets of the enterprise.
10. EVICTION GUARANTEE
    1. C2 declares and warrants:
       1. That the Solutions developed are original in the meaning of the law on intellectual property;
       2. That he holds all the intellectual property rights that allow him to enter into the Agreement.
    2. C2 represents and warrants that the Solutions are not likely to infringe the rights of third parties and undertakes to indemnify and hold harmless the Client from any claims of third parties who allege infringement of intellectual property rights of third parties in connection with the rights of third parties.
11. RESPONSABILITY – FORCE MAJEURE
    1. Each Party assumes responsibility for the consequences of its mistakes, errors or omissions, as well as for any errors, omissions or omissions of its subcontractors and causing direct damage to the other Party.
    2. In addition, and in the event of proven fault by the Client, C2 will only be liable for compensation for the pecuniary consequences of the direct and foreseeable damages resulting from the performance of the Services. Accordingly, C2 shall under no circumstances incur liability for indirect or unforeseeable losses or damages of the Client or third parties, including any lost profits, loss, inaccuracy or corruption of files or data, commercial loss, loss of turnover or profit, loss of customers, loss of opportunity, cost of obtaining a product, service or technology of substitution, in relation to or resulting from the non-performance or loss of faulty performance of service
    3. In all cases, the amount of C2’s liability is strictly limited to the reimbursement of the amount of sums actually paid by the Client on the date of occurrence of the chargeable event and during the 12 months preceding it.
    4. C2 cannot, in addition, be held responsible for the accidental destruction of the Data by the Client or a third party who has accessed the Application Services by means of the Identifiers given to the Client.
    5. C2 will in no way be held responsible for any damages in the event of damage caused by an interruption or a loss of service of the telecommunication operator, the electricity supplier or in case of force majeure.
    6. Neither Party may be held liable for any breach of its obligations in the Agreement, if such breach results from a case of force majeure within the meaning of the Québec Civil Code.
    7. The Party noting the event shall promptly inform the other party of its inability to perform
    8. The suspension of the obligations or the delay cannot in any case be a cause of responsibility for non-performance of the obligation in question nor to induce the payment of damages and interests or penalties of delay.
12. INSURANCE
    1. C2 has taken out the necessary insurance to cover the risks related to the exercise of its activity. He undertakes to give any proof to the Client, if he expressly requests it.
13. TERMINATION
    1. In case of a breach by one of the parties to its contractual obligations, the Agreement may be terminated automatically by the other Party 30 days after the sending of a letter of formal notice stating the defect and being addressed by registered mail with acknowledgment of receipt, to the extent that the defect has not been remedied within this period. The formal notice will indicate the defect (s) found.
    2. In the event of termination by Client, without there being any breach of obligations by C2, C2 will be entitled to a sum, as a penalty, equal to 50% of the fees due calculated from the termination date until the end of the initial term or any renewal period.
14. NON-SOLLICITATION OF PERSONNEL
    1. Each Party waives the right to hire or cause to be hired, directly or through an intermediary, any employee of the other party without express prior agreement of the latter. This waiver is valid for the duration of the Contract and for the 12 months following its termination.
    2. In the event that one of the Parties fails to comply with this obligation, it undertakes to compensate the other Party by paying to it immediately and upon request, a lump sum equal to 6 times the gross monthly remuneration of the employee at the time of his departure.
    3. Notwithstanding the foregoing, the hiring of an employee of a party who has not been solicited by the other party shall not be considered an offence under this section, as, for example, non-limiting example, when the employee responds to a public display of a position.
15. CONFIDENTIALITY
    1. Each Party undertakes to (i) keep confidential any information it receives from the other Party, including (ii) not disclosing the other Party’s confidential information to any third party, other than employees or agents who need to know them; and (iii) use the confidential information of the other Party only for the purpose of exercising its rights and fulfilling its obligations under the Agreement.
    2. Notwithstanding the foregoing, neither Party shall have any obligation with respect to information that (i) would have fallen or fall into the public domain regardless of fault by the Receiving Party, (ii) would be developed independently by the Party receiving them, (iii) would be known to the Party receiving them before the other Party discloses them, (iv) would be legitimately received from a third party not subject to an obligation of confidentiality, or (v) should be disclosed by law or by order of a court (in which case they shall be disclosed only to the extent required and after notice in writing to the Party providing them).
    3. The obligations of the Parties with respect to Confidential Information shall remain in effect throughout the term of the Agreement and for as long after its termination, that the information concerned shall remain confidential to the Party disclosing it and, in any event, during any period of time during three (3) years after the end of the Agreement.
    4. Each Party shall return all copies of the documents and media containing confidential information of the other Party, at the end of the Agreement, regardless of the cause.
    5. The Parties further undertake to enforce these provisions by their staff, and by any agent or third party who may be involved in any capacity whatsoever in the framework of the Agreement, and that they subscribe to obligations of confidentiality at least as binding.
16. MISCELLANEOUS
    1. The nullity, the lapse of time, the absence of binding force or the enforceability of any of the stipulations of the Agreement does not entail nullity, the lapse of time, the absence of binding force, or the enforceability of the other stipulations, which will retain all their effects. However, the Parties may, by mutual agreement, agree to replace the invalidated stipulation(s).
    2. The Agreement is subject to the laws of the Province of Québec and disputes arising therefrom will be subject to the exclusive jurisdiction of the courts of the Province of Québec in the judicial district of Montréal.
    3. For the execution of these presents and their consequences, the Parties elect domicile respectively in their registered offices indicated at the top of these presents.
    4. With a view to finding together a solution to any dispute arising in the performance of the Agreement, the Parties agree to meet within 15 days of receipt of a registered letter with acknowledgment of receipt notified by the one of the two Parties.
    5. If, at the end of a new period of 15 days, the Parties fail to reach agreement on a compromise or a solution, the dispute will then be submitted to the competent courts.

 

Please read the following terms of service carefully. By paying for the acquisition of C2 ATOM’s perpetual licensing rights and for the annual maintenance agreement, you agree that these general terms constitute a legally binding contract (“Agreement”) between you and us.

If you do not agree to these general terms, you are not allowed to use C2 ATOM licenses and will not be eligible for the maintenance agreement.

If you are an employee, reseller, service provider, consultant, subcontractor or other party using the C2 ATOM solution on behalf of another person or company, you will be deemed to have accepted the general terms of this Agreement for the account of the said person or company.

WHEREAS C2 is the editor of C2 ATOM, a software solution for service management;

WHEREAS the Client wishes to use the perpetual licenses of the C2 ATOM solution on its own technological infrastructures and to take advantage of the annual maintenance and technical assistance contract;

WHEREAS the Parties wish to specify the terms and conditions governing the use of C2 services by the Client;

 

1. DEFINITIONS
   The following terms have the following meanings when used in this Agreement:
   1. Client: refers to the entity or organization or corporation that pays for the purchase of perpetual licenses and for the annual maintenance and technical assistance contract and whose employees use the C2 ATOM Solution;
   2. C2: means the editor of the C2 ATOM solution;
   3. Solution: refers to all the operational functions of the C2 ATOM software.
   4. Software: means any software provided by C2 to the Client
2. PURPOSE
   1. The purpose of the Agreement is to define the conditions applicable to the C2 ATOM perpetual licenses and the Annual Maintenance.
   2. If all the conditions stipulated in this agreement are met, C2 agrees to the Client, who accepts:
   3. A right of use for a number of licenses agreed between the Parties of the C2 ATOM solution under the conditions defined below;
   4. Access to the technical assistance services and obtaining patches and new versions of the solution under the conditions defined below.
3. CONTRACTUAL DOCUMENTS
   1. The Agreement constitutes the entirety of the commitments existing between the Parties hereunder together with the Agreement. It replaces and cancels any previous oral or written commitment relating to the subject of the Agreement.
   2. It is formally agreed between the Parties that any tolerance or waiver by one of the Parties, in the application of all or part of the commitments provided for in the Agreement, whatever their frequency and duration may be, cannot constitute a modification of the Agreement, nor be likely to create any right.
4. EFFECT, DURATION AND RECONCILIATIONS
   1. The Agreement takes effect from the activation date of the environment.
   2. Its term shall be 12 months from the date of its entry into force and thereafter shall be renewed automatically for successive periods of 12 months, hereinafter a renewal period, unless one of the parties notifies the other party intends to terminate the Agreement in writing at least 60 days before the end of the initial term or any renewal period.
5. LICENCE
   1. If the Customer has paid the price in accordance with the payment terms provided for in the “Financial Conditions” clause, C2 will grant the Customer a perpetual license, for a number of users as agreed between the Parties, non-exclusive and non-transferable to use the solution on the Client’s technological infrastructures.
   2. The Client may only use the Solutions in accordance with his needs and documentation. In particular, the licence relating to the Solutions is granted only for the sole purpose of enabling the Client (and the Users) to use the Solution, to the exclusion of any other purpose.
   3. The right of use means the right to represent and implement the Solution in accordance with its purpose. The Client cannot under any circumstances make the Solutions available to a third party (with the exception of Users), and strictly forbids any other use, in particular any adaptation, modification, translation, arrangement, distribution, recompilation, without limiting that list.
6. MAINTENANCE & TECHNICAL SUPPORT
   1. The technical support service applies to all Application Solutions provided by C2 and consists of assisting Users by telephone or email. This service is available from Monday to Friday from 8:00 AM to 6:00 PM with the exception of holidays. The discrepancy reports must be confirmed by email to C2 without delay. C2 proceeds to the diagnosis of the anomaly and then implements its correction.
      1. (a) In the event of a blocking anomaly, the acknowledgment will be within 2 hours. C2 will work to correct the blocking anomaly as soon as possible and will propose a workaround within 4 hours.
      2. (b) In the event of a semi-blocking anomaly, the acknowledgment will be within 2 hours. C2 will work to correct the discrepancy and will propose a workaround that could allow the use of the features in question within 24 hours.
      3. (c) In the event of a minor anomaly, the acknowledgment will be as soon as possible and C2 will propose the correction of the minor anomaly in a new version of the Service that will be delivered as part of the evolutionary maintenance.
      4. C2 is not responsible for maintenance in the following cases:
         1. Client’s refusal to collaborate with C2 in resolving discrepancies, including answering questions and inquiries;
         2. Use of the Application Services in a manner inconsistent with their destination or documentation;
         3. Unauthorized modification of the Solutions by the Client or a third party;
         4. Client’s breach of his obligations under the Agreement;
         5. Implementation of any software package or operating systems not compatible with the Application Services;
         6. Failure of electronic communication networks;
         7. Voluntary act of degradation, malice, sabotage;
         8. Deterioration due to force majeure or misuse of Application Services.
      5. However, C2 may, if possible, resolve the malfunctions caused by the cases listed above, at the C2 rate in effect on the intervention date, all of which must be approved beforehand in writing by the Client.
7. TRAINING
   1. At the request of the Client, C2 may provide conditions to be defined by mutual agreement of the training services on the Application Service.
8. FINANCIAL CONDITIONS
   1. License Prices and Annual Maintenance Agreement
      1. The financial conditions are as agreed by both parties, according to the proposal sent by C2 and accepted by the Client.
      2. The price of perpetual licenses and the annual maintenance agreement are shown in Canadian dollars and exclude all applicable taxes.
      3. The billing address is the Client’s head office address.
      4. Except as otherwise provided herein and prior written approval of the relevant costs by the Client, are excluded from the license fee and the annual maintenance and technical assistance agreement and result in separate billing. the following services:
         1. Training benefits;
         2. Technical assistance services not provided for in the annual maintenance agreement;
         3. And more generally any professional service provision.
   2. Terms of Payment
      1. Notwithstanding the duration of the commitment, perpetual licenses are invoiced immediately, professional services are billed monthly and maintenance agreements are invoiced annually. Invoices are payable 30 days from the date of invoice.
   3. Default of Payment
      1. Without prejudice to any damages and interest, the failure of the Client to pay an invoice when due automatically entails:
         1. The application of a late payment interest equal to three times the legal rate, without prior notice and from the first day of delay;
         2. The immediate suspension of the Services;
         3. The automatic termination of the Agreement 30 days after the sending by C2 of a formal notice by registered letter with acknowledgment of receipt remained unsuccessful.
9. PROPERTY
   1. The Client is and remains the owner of all the Data that it uses via the Application Services within the framework of the Agreement.
   2. C2 is and remains the owner of the property rights relating to any element of the Application Services and Solutions made available to the Client, as well as more generally than the IT infrastructure (software and hardware) implemented or developed within the framework of the Agreement.
   3. The Agreement does not confer any rights of ownership on the Solutions. The temporary provision of the Solutions under the terms of the Agreement cannot be considered as the transfer of any intellectual property right to the benefit of the Client, within the meaning of the law on intellectual property.
   4. The Client is prohibited from reproducing any element of the Software, or any documentation concerning them, by any means whatsoever, in any form whatsoever and on any medium whatsoever.
   5. The Client may not assign all or part of the rights and obligations arising from the Agreement, whether in the context of a temporary assignment, a sublicence and any other contract providing for the transfer of said rights and obligations. Notwithstanding the foregoing, Client may assign this Agreement, without the prior consent of C2, only if the terms are maintained, to (i) a current or future affiliate, or (ii) a third party in the context of the sale of all or a substantial part of the assets of the enterprise.
10. EVICTION GUARANTEE
    1. C2 declares and warrants:
    2. That the Solutions developed are original in the meaning of the law on intellectual property;
    3. That it holds all the intellectual property rights that allow it to enter into the Agreement.
    4. C2 represents and warrants that the Solutions are not likely to infringe the rights of third parties and undertakes to indemnify and hold harmless the Client from any claims of third parties who allege infringement of intellectual property rights of third parties in connection with the rights of third parties.
11. RESPONSABILITY – FORCE MAJEURE
    1. Each Party assumes responsibility for the consequences of its mistakes, errors or omissions, as well as for any errors, omissions or omissions of its subcontractors and causing direct damage to the other Party.
    2. In addition, and in the event of proven fault by the Client, C2 will only be liable for compensation for the pecuniary consequences of the direct and foreseeable damages resulting from the performance of the Services. Accordingly, C2 shall under no circumstances incur liability for indirect or unforeseeable losses or damages of the Client or third parties, including any lost profits, loss, inaccuracy or corruption of files or data, commercial loss, loss of turnover or profit, loss of customers, loss of opportunity, cost of obtaining a product, service or technology of substitution, in relation to or resulting from the non-performance or loss of faulty performance of service.
    3. In all cases, the amount of C2’s liability is strictly limited to the reimbursement of the amount of sums actually paid by the Client on the date of occurrence of the chargeable event and during the 12 months preceding it.
    4. C2 cannot, in addition, be held responsible for the accidental destruction of the Data by the Client or a third party who has accessed the Application Services by means of the Identifiers given to the Client.
    5. C2 will in no way be held responsible for any damages in the event of damage caused by an interruption or a loss of service of the telecommunication operator, the electricity supplier or in case of force majeure.
    6. Neither Party may be held liable for any breach of its obligations in the Agreement, if such breach results from a case of force majeure within the meaning of the Québec Civil Code.
    7. The Party noting the event shall promptly inform the other party of its inability to perform.
    8. The suspension of the obligations or the delay cannot in any case be a cause of responsibility for non-performance of the obligation in question nor to induce the payment of damages and interests or penalties of delay.
12. INSURANCE
    1. C2 has taken out the necessary insurance to cover the risks related to the exercise of its activity. He undertakes to give any proof to the Client, if he expressly requests it
13. TERMINATION
    1. In case of a breach by one of the parties to its contractual obligations, the Agreement may be terminated automatically by the other Party 30 days after the sending of a letter of formal notice stating the defect and being addressed by registered mail with acknowledgment of receipt, to the extent that the defect has not been remedied within this period. The formal notice will indicate the defect (s) found.
    2. In the event of termination by Client, without there being any breach of obligations by C2, C2 will be entitled to a sum, as a penalty, equal to 50% of the fees due calculated from the termination date until the end of the initial term or any renewal period.
14. NON-SOLLICITATION OF PERSONNEL
    1. Each Party waives the right to hire or cause to be hired, directly or through an intermediary, any employee of the other party without express prior agreement of the latter. This waiver is valid for the duration of the Contract and for the 12 months following its termination.
    2. In the event that one of the Parties fails to comply with this obligation, it undertakes to compensate the other Party by paying to it immediately and upon request, a lump sum equal to 6 times the gross monthly remuneration of the employee at the time of his departure.
    3. Notwithstanding the foregoing, the hiring of an employee of a party who has not been solicited by the other party shall not be considered an offence under this section, as, for example, non-limiting example, when the employee responds to a public display of a position.
15. CONFIDENTIALITY
    1. Each Party undertakes to (i) keep confidential any information it receives from the other Party, including (ii) not disclosing the other Party’s confidential information to any third party, other than employees or agents who need to know them; and (iii) use the confidential information of the other Party only for the purpose of exercising its rights and fulfilling its obligations under the Agreement.
    2. Notwithstanding the foregoing, neither Party shall have any obligation with respect to information that (i) would have fallen or fall into the public domain regardless of fault by the Receiving Party, (ii) would be developed independently by the Party receiving them, (iii) would be known to the Party receiving them before the other Party discloses them, (iv) would be legitimately received from a third party not subject to an obligation of confidentiality, or (v) should be disclosed by law or by order of a court (in which case they shall be disclosed only to the extent required and after notice in writing to the Party providing them).
    3. The obligations of the Parties with respect to Confidential Information shall remain in effect throughout the term of the Agreement and for as long after its termination, that the information concerned shall remain confidential to the Party disclosing it and, in any event, during any period of time during three (3) years after the end of the Agreement.
    4. Each Party shall return all copies of the documents and media containing confidential information of the other Party, at the end of the Agreement, regardless of the cause.
    5. The Parties further undertake to enforce these provisions by their staff, and by any agent or third party who may be involved in any capacity whatsoever in the framework of the Agreement, and that they subscribe to obligations of confidentiality at least as binding.
16. MISCELLANEOUS
    1. The nullity, the lapse of time, the absence of binding force or the enforceability of any of the stipulations of the Agreement does not entail nullity, the lapse of time, the absence of binding force, or the enforceability of the other stipulations, which will retain all their effects. However, the Parties may, by mutual agreement, agree to replace the invalidated stipulation(s).
    2. The Agreement is subject to the laws of the Province of Québec and disputes arising therefrom will be subject to the exclusive jurisdiction of the courts of the Province of Québec in the judicial district of Montréal.
    3. For the execution of these presents and their consequences, the Parties elect domicile respectively in their registered offices indicated at the top of these presents.
    4. With a view to finding together a solution to any dispute arising in the performance of the Agreement, the Parties agree to meet within 15 days of receipt of a registered letter with acknowledgment of receipt notified by the one of the two Parties.
    5. If, at the end of a new period of 15 days, the Parties fail to reach agreement on a compromise or a solution, the dispute will then be submitted to the competent courts.

 

Any notices to be served on us or any matter relating to this Agreement should be addressed to:

C2 Innovations,

20 865, chemin de la Côte-Nord, Suite 102

Boisbriand, Québec, Canada, J7E 4H5