1. ACCEPTANCE OF TERMS
1.2 Constellio may change this TOU at any time without prior notice. The Client can review the most current version of this TOU at any time at www.constellio.com. The revised terms and conditions will become effective upon posting and if the Client uses the Service after that date, Constellio will treat this use as acceptance of the revised terms and conditions by the Client. If any change to this TOU is not acceptable to the Client, the only remedy is to stop accessing and using the Service.
1.3 Constellio may make commercially reasonable changes or amendments to the Services. Constellio undertakes to inform the Client of any substantial changes to the Services by any means at its sole discretion, provided that the Client has requested Constellio to notify such changes.
2. DESCRIPTION OF SERVICE
The “Service” includes the Constellio Microsoft Teams application (collectively referred to as the “Service”). Any new features added to or augmenting the Service are also subject to this TOU.
3. GENERAL CONDITIONS / ACCESS AND USE OF THE SERVICE
3.1 Subject to the terms and conditions of this TOU, the Client shall not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by this TOU; (b) use the Service to process data on behalf of any third party, or (c) use the Service in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Service and its components.
3.2 Subject only to the limited right to access and use the Service expressly granted to the Client under this TOU, all rights, title and interest in and to the Service and its components, including any intellectual property rights which subsist in the Service, will remain with and belong exclusively to Constellio. The Client shall not modify, adapt or hack the Service to falsely imply any sponsorship or association with Constellio, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. Furthermore, the Client shall not engage in any activity that interferes with or disrupts the Service (or the servers and networks which are connected to the Service).
3.3 The Client is responsible for all information, data, text, messages or other materials posted or otherwise transmitted via the Service. The Client is responsible for maintaining the confidentiality of its login and account and is fully responsible for any and all activities that occur under its login or account.
3.4 The Client understand that the technical processing and transmission of the Service, including Client’s content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Constellio’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Constellio will use reasonable efforts to publish on the site or notify the Client of any planned downtime of the Service.
3.5 The failure of Constellio to exercise or enforce any right or provision of this TOU shall not be a waiver of that right. The Client acknowledges that this TOU is a contract between the Client and Constellio, even though it is electronic and is not physically signed by the Client and Constellio, and it governs Client’s use of the Service and takes the place of any prior agreements between the Client and Constellio. The Client agrees to be the sole responsible for (and that Constellio has no responsibility to the Client or to any third party for) any breach of Client’s obligations under the TOU and for the consequences (including any loss or damage which Constellio may suffer) of any such breach.
3.6 The Client agrees to immediately notify Constellio of any unauthorized use of the Service or of any other breach of security and to provide assistance to Constellio, as requested, to stop, prevent or remedy any breach of security or unauthorized use of the Service. Constellio hereby undertakes to promptly notify the Client of any security breach of its account.
3.7 Technical assistance is provided in accordance with the Technical Assistance Agreement to be entered by and between the Client and Constellio.
The trademark “Constellio®” and Constellio’s various logos used or displayed on the Service are trademarks of Constellio and the Client may only use these trademarks or logos for promotional purposes to identify itself as a customer or user of the Constellio products and services, provided the Client does not attempt to claim ownership of the marks by incorporating any of them within its names or offerings.
The Client undertakes to comply, at all times, with all terms of payment provided in the agreement relating to the Service entered by and between the Client and Constellio.
6. CANCELLATION AND TERMINATION
6.1 Constellio reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate the Client’s use of the Service, for any reason, including, if Constellio believes that the Client has violated these TOU. The Service may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of applicable Canadian laws is strictly prohibited. Constellio will be the sole arbiter as to what constitutes a violation of this provision. Any illegal use such as copyright violation, or any use that Constellio deems to be inappropriate in like manner, whether or not it is specifically illegal, is in direct violation of this TOU and will result in immediate deletion of files, and/or immediate cancellation and termination of Services. Links to such materials are also prohibited. This paragraph does NOT obligate Constellio to act in a timely manner in this regard, nor does failure to act constitute Constellio’s acceptance of any prohibited use. Constellio shall not be liable to the Client or any third party for any modification, suspension or discontinuation of the Service.
7. DISCLAIMER AND WARRANTIES
THE SERVICE AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW AND CONSTELLIO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE CLIENT ACKNOWLEDGES THAT CONSTELLIO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR ADVICE OBTAINED BY THE CLIENT FROM CONSTELLIO OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOU.
8. LIMITATION OF LIABILITIES
8.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL CONSTELLIO BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, ANY CHANGES WHICH CONSTELLIO MAY MAKE TO THE SERVICE, OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE (OR ANY FEATURES WITHIN THE SERVICE), THE CLIENT’S FAILURE TO PROVIDE CONSTELLIO WITH ACCURATE ACCOUNT INFORMATION OR THE CLIENT’S FAILURE TO KEEP ITS PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL. IN ADDITION, CONSTELLIO SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE MONTHLY SERVICE FEE PAID OR PAYABLE BY THE CLIENT FOR THE ONE MONTH PERIOD PRECEDING THE TIME OF ANY CLAIM FOR MONETARY DAMAGES. THE FOREGOING LIMITATIONS ON CONSTELLIO’S LIABILITY SHALL APPLY WHETHER OR NOT CONSTELLIO HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOU BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
8.2 Some country/states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to the Client. IN THESE COUNTRIES/ STATES, CONSTELLIO’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
9. FORCE MAJEURE
Constellio will not be responsible for any failure or delay of performance if caused by an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage or any other event outside the reasonable control of Constellio. Constellio will use reasonable efforts to mitigate the effect of a force majeure event.
10. ASSIGNMENT AND SUBCONTRACTING
Constellio may assign or transfer this TOU, in whole or in part, without restriction. Constellio may subcontract any of its rights and/or obligations, in part or in whole, pursuant to this TOU at any time without restriction.
11. EXPORT COMPLIANCE
The Client is responsible for complying with any applicable laws, rules, or regulations governing the export of the Service or any of its components.
12. GOVERNING LAW
12.1 These TOU and the Client’s relationship with Constellio under the TOU shall be governed by, interpreted and enforced in accordance with the laws of the Province of Quebec without regard to its conflict of law provisions. The Client hereby expressly agrees to submit to the exclusive jurisdiction of the courts located within the Province of Quebec (judicial district of Quebec) for the purpose of resolving any legal matter relating to the TOU. Notwithstanding this, the Client agrees that Constellio shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
12.2 If any court of law, having jurisdiction to decide on this matter, rules that any provision of the TOU is invalid, then that provision will be removed from the TOU without affecting the rest of the TOU. The remaining provisions of the TOU will continue to be valid and enforceable.