Terms and Conditions for nventive’s Applications

This document sets out the terms and conditions of use of software and applications offered by nventive Inc. (“nventive”) (collectively and individually the “App”). The app may include without limitation UADO.

Any user of the App is deemed to have read, accepted and recognized the validity of the terms set out below, and undertakes to respect them and be bound by them. If a user of the App does not accept these terms and conditions, they must stop using the App. nventive may, at any moment and without prior notice, modify these terms and conditions. The users of the App are asked to check regularly if the terms and conditions have been modified. The users are deemed to have accepted any modifications to the terms and conditions if they continue to use the App following the publication of the modifications.

These terms and conditions form the full set of rights and obligations between nventive and any user of the App, and replace any terms or prior provision relating to the use of the App. No verbal or written declaration from an employee or director of nventive, or any other person, may modify or substitute these terms and conditions.

The App is managed and fed from a computer located in the province of Quebec, Canada. The content and use of the App are governed by the applicable laws of Quebec and Canada. These terms and conditions, as well as any dispute or misunderstanding resulting from their application, must be interpreted in accordance with these laws, In the case that any part of these terms and conditions were held to be unlawful, null or unenforceable, this part would be deemed to be divisible from all other provisions of these terms and conditions and would thus not affect the validity or enforceability of these other provisions, which would be interpreted without making reference to the removed section. Any litigation resulting from or associated to the use of the App or to these terms and conditions shall be subjected to the exclusive jurisdiction of the courts of Quebec or a federal Canadian court, in the judicial district of Montreal, despite any potential application of the principle of conflicting laws.

Some jurisdictions do not allow terms and conditions to be governed by the laws of a foreign jurisdiction. Accordingly, applicable laws of Quebec may not apply to you.

The App is accessible through the use of the Internet and in standard Internet formats. nventive reserves the right to modify these formats at all times and it is the obligation of the user to procure, at their cost, access to the Internet as well as any hardware and software required to use and access the App.

All articles, texts, illustration, images, photographs, information, audio clips, video clips, software and codes available on the App (the “Content”), including their arrangement and compilation, are protected by Canadian and foreign laws, particularly regarding copyright, and belong to nventive, to its affiliated entities, to its licensors or to the person recognized as having provided the content.

You undertake to respect all other copyright statements, notices or restrictions regarding or in the Content that you can access through the App.

Your use of the App is governed by these terms and conditions. The App is distributed solely for use by authorized end users according to these terms and conditions. Any use, reproduction or redistribution of the App not expressly authorized by these terms and conditions is expressly prohibited.

nventive grants to you the limited, non-exclusive and non-transferable license to install and use the App on one or more of your computers or other devices for purposes of using the App for your personal use only.

You agree that you cannot:

1. distribute, transfer, sell, lease, sublicense, assign or otherwise make available, directly or indirectly, the App, in part or in whole;
2. copy, reproduce, modify, adapt, translate, reverse engineer, derive source code, disassemble, decompile or create derivative works from the App except as expressly authorized pursuant to these terms and conditions;
3. use the App for any commercial or other purpose other than non-commercial use by you; or
4. remove any copyright or other proprietary notations from the App or any copies thereof.

Patches, updates, upgrades and other modifications to the App will be installed on your computers or other devices in accordance with the usual practice of Apple and Google, as applicable.

All software integrated into the App or found there, particularly but not limited to, any type of source code, and all files or images contained or generated by this software, are protected by copyright and may be protected by other rights. All of this software belongs to nventive, to its affiliated entities or to its licensors.

Unless clearly provided otherwise on the App, no element in the App shall be interpreted as conferring on you a right, a title, an interest or any other licence in the software integrated within the App or that can be downloaded from the App, including, specifically, any form of intellectual property right in the software.

You shall use your best efforts to prevent any illegal use of the App by you or any other person, including protecting all usernames and passwords.

You do hereby accept full responsibility for the misuse of any password that has been given to you in order to use the App and which was obtained from you or as a result of your negligence or carelessness. You shall not publish the password provided to you and you shall ensure that it is not published anywhere that can be accessed by the public at large.

If you believe your work or content has been copied and posted to this App in a way that constitutes copyright infringement, please provide nventive with the following written information in accordance with the Canadian Copyright Act:

• A description of the copyrighted work that you claim has been infringed upon;
• A description of where the material that you claim is infringing is located on this App;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• Your name, address, telephone number and email address (if available); and
• A statement by you that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.

NVENTIVE, UNO PLATFORM and UADO are nventive trademarks. Other names, words, titles, phrases, logos, drawings, graphics, icons and marks displayed on the App may be nventive or third-party trademarks marks. No item on the App may be interpreted in such a way as to grant anyone a licence or right to use any nventive or third party logo, drawing or mark.

In the case that you authorized a minor to access and use the App, you recognize that you are responsible:

1. for their behaviour online;
2. for control over their access and use of the App; and
3. for the consequences of any improper use they make of the App. We recommend reasonable supervision of the use of the App by minors that you are legally responsible for.

Unless specific regulations or written procedures by nventive exist in that regard, outlining other terms and conditions, when you submit messages, data, texts, photographs, images, receipts and other materials to nventive, you grant nventive a world, unlimited, irrevocable, non-exclusive, perpetual, fully paid-up licence for:

1. use, reproduction, storage, adaptation, translation, modification, creation of derivative work, transmission, distribution or provision for public access to what you submitted for any purpose; and
2. granting sub-licences to third parties for the exercise of any of the aforementioned rights.

In addition to the abovementioned licence, under these terms and conditions, you:

1. waive all moral rights regarding your content,
2. consent that your name, address and email address appear regarding your content, where applicable, as well as the sharing or display of this information,
3. acknowledge and agree that nventive shall not be held responsible for any loss, damage or corruption to your content; and,
4. undertake and agree that the items that you supply for display on the App or that you provide to nventive shall be considered as non-confidential.

You represent and warrant to nventive that

1. your content is original;
2. your content does not infringe any intellectual property rights, including without limitation copyright;
3. you are the sole owner of all intellectual property rights, including copyright without limitation, on and to your content or, where applicable, you have obtained written permission from the owner to provide your content;
4. your content does not infringe the privacy or image rights of a third party;
5. your content is truthful, accurate, up to date and complete, to your knowledge; and
6. your content is not illegal in any other way.

nventive has no obligation to verify content present on its App or that is transmitted to it. The user recognizes, nevertheless, that nventive may at any point verify this content, particularly to comply with a law, a regulation, a decree or a request from the authorities, to ensure the correct functioning of the App or for any other reason, at its discretion. nventive reserves the right to modify, refuse or delete any content present on its App or that is transmitted to it if nventive considers, at its sole discretion, that this content contravenes these terms and conditions.

nventive shall endeavour to ensure that the information and Content available on the App are complete, accurate and up to date. This information and Content comes from sources that nventive considers to be reliable, and are regularly updated. However, they may contain inaccuracies, omissions, spelling mistakes or other errors.

As a consequence, the App and all of its Content are made available for users “as is”, without any warranty of any nature whatsoever, express or implied. Without limiting the foregoing, nventive makes no warranty regarding the availability or stability of the App Content, the possibility to access it, the absence of any virus, or the precision, reliability, accuracy, integrity, exhaustive nature, performance or fitness for a particular purpose of the information provided, including that which relates to partners of nventive, to the legislation or regulation or availability of the services described.

The App is accessible by way of the Internet and in standard Internet format. nventive reserves the right to modify these formats at any time and it is incumbent upon the user to obtain Internet access at his or her own cost, as well as any programs required to access the App. nventive reserves the right to correct any error or change to the Content without prior notice. nventive has full discretion, above and beyond all others rights and recourses at its disposal, without liability, to, in any way, at any time and without prior notice, interrupt or restrict access to any element of its App.

NVENTIVE ASSUMES NO RESPONSIBILITY FOR THE SELECTION OF THE APP TO ACHIEVE ANY INTENDED PURPOSE, FOR THE PROPER USE OF APP OR FOR THE RESULTS OBTAINED FROM USE OF THE APP. NVENTIVE LICENSES THE APP, INCLUDING USE OF THE APP, “AS IS.” NVENTIVE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, NVENTIVE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS OR RELIABILITY OF THE USE OF THE APP OR OTHERWISE RELATING TO THE APP OR ANY MATERIAL ON ANY WEBSITES LINKED TO THE APP. NVENTIVE DOES NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE OR THAT THE APP AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE APP RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NVENTIVE IS NOT RESPONSIBLE FOR THESE COSTS.

IN NO EVENT WILL NVENTIVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR THIRD-PARTY SUPPLIERS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES WHATSOEVER RESULTING FROM LOST DATA OR THE MISUSE OF DATA OR PERSONAL INFORMATION, HOWEVER ARISING, WHETHER FOR BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE, INCURRED BY YOU OR ANY THIRD PARTY, IN ANY CASE, REGARDLESS OF WHETHER NVENTIVE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR THIRD-PARTY SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT, IN ANY EVENT, THE MAXIMUM AGGREGATE LIABILITY OF NVENTIVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUB-CONTRACTORS AND THIRD-PARTY SUPPLIERS UNDER THIS AGREEMENT, OR OTHERWISE IN RESPECT OF THE SUBJECT MATTER OF THIS AGREEMENT, FOR DAMAGES, REGARDLESS OF FORM OF ACTION, WILL BE EQUAL TO CDN $100.00.

nventive is not responsible or liable in any manner for any content posted on the App or in connection with the App. nventive does not control and is not responsible for what users post, transmit or share on the App and is not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable user provided content you may encounter on the App. nventive is not responsible for the conduct, whether online or offline, of any user of the App.

The provisions of this article will apply to the maximum extent permitted by law. Because some jurisdictions do not allow limitations on implied warranties or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

You hereby agree to defend, indemnify and hold harmless nventive, its shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors, successors and assigns and other users of the App, from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from any breach of these terms and conditions by you, or from your use of the App. You agree to defend, indemnify and hold harmless nventive, its shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors, successors and assigns from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from any claims by third parties that your activities on the App infringe any third party rights.

The App may contain hyperlinks to third-party Apps (“Third-party Sites”) that will navigate you away from the App. nventive supplies these hyperlinks for your convenience. The Third-party Sites are not controlled by nventive and the hyperlinks cannot be interpreted as an approval or endorsement of their content by nventive. nventive is not responsible for the content of Third-party Sites, for links they contain, or for changes made or updates to these sites and nventive makes no warranty in that regard.

nventive accepts hyperlinks to the App. However, it does not want to be linked with any third-party App:

1. that contains content constituting or encouraging a criminal or penal offence, would affect civil liability or would in any other way constitute an infringement of any municipal, provincial, national or international legislation or regulation, that could affect or harm the activities, credibility or integrity of nventive or that contains, displays or transmits any material or information that extends beyond the moral or legal standards of Canadian society; or
2. that contains, displays or transmits any information, software or other material that breaches or infringes the rights of others, including material that impede privacy rights or privacy protection rights, or that is protected by copyright, trademark or another property right. nventive reserves the right to prohibit or refuse to accept a hyperlink to the App at its sole discretion, at any moment. You agree to remove any hyperlink that you may have to the App upon the request of nventive.

You will ensure that:

1. you only use the App for lawful purposes, and
2. if at any time you become aware of any violation, by any person or entity, you will immediately notify nventive and provide nventive with assistance, as requested, to stop or remedy such violation.

Without limiting the generality of any other restriction in these terms and conditions, you agree that you will not, in connection with the App, directly or directly, or permit anyone to post, upload, reproduce, distribute or otherwise transmit any content that:

1. constitutes unauthorized or unsolicited commercial communications, junk or bulk communications or other “spam” (whether or not using email services, including instant messaging, blog or comments) or is otherwise duplicative or unsolicited;
2. contains a virus, cancelbots, corrupted files, trojan horse, worm or other harmful, disruptive, malicious or surreptitious software or program that may damage the operation of another computer or property of another; or
3. is defamatory, infringing, or unlawful.

nventive reserves the right, at its sole discretion, to terminate your access to all or part of the App, with or without prior notice, specifically in the case of a breach of these terms and conditions. Upon termination, the rights and licenses granted to you will and end and you must stop using the App and delete it from your device.

nventive’s Privacy Policy, the content of which is available on the App, is considered to be an integral part of these terms and conditions.