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By accepting this Certification Marks Licence, we undertake to abide by the conditions related to membership with and product verification by Les Produits du Québec (the “Organization”) for the use of the certification marks and logos PRODUIT DU QUÉBEC and its design; FABRIQUÉ AU QUÉBEC and its design; CONÇU AU QUÉBEC and its design; PRODUCT OF QUÉBEC and its design; MANUFACTURED IN QUÉBEC and its design; DESIGNED IN QUÉBEC and its design (the “Marks”), which are interesting marketing tools for Quebec businesses offering products of verified origin in Quebec.

Through acceptance of this licence, we accept to abide by the following terms and conditions:

CONDITIONS RELATED TO REGISTRATION AND PRODUCT VERIFICATION

1. 1. We recognize that the Marks are the exclusive property of the Organization and that we may not take any action that may undermine the Organization’s intellectual property rights. We understand that duly verified products bearing the Marks must comply with the standards (the « Standards ») reproduced in Schedule 1.

2. We understand that the Marks apply to products, and not to us personally or as a business. Thus, the Marks may only be used with a specific product whose compliance has been verified by the Organization, and said product must bear the Certification Mark duly granted to it by licence in accordance with the terms and conditions of said licence.

3. When we apply for membership, during our membership, and afterwards, we accept to provide a list, the direct costs, proportion and origin of the inputs and raw materials; a list of suppliers and their contact information; the types of processing, production, assembly, design and development performed and the location of the processing, production, assembly, design and development; as well as the product label, container or packaging; along with any other information or document deemed necessary by the Organization. We also authorize the Organization to contact our suppliers and partners.

4. We agree that the Organization may verify the information stated in our membership application and that an application may be refused or a membership may be resiliated by the Organization should the information provided not meet or no longer meet the requirements of this Certification Marks Licence or should the obligations under this licence fail to be met. We undertake to use the Marks only with verified products approved by the Organization and to cease using the Marks as soon as we are informed that the licence has expired or has been resiliated.

5. We agree that we remain fully liable to the Organization for (i) the performance of any obligation by our suppliers and subcontractors and (ii) the origin of inputs and raw materials. We recognize that the Organization assumes no liability in this regard.

6. We agree that the Organization or a third party that it appoints performs detailed verifications and audits of our file, including, without limitation, financial documentation, account books, information about employees and their remuneration, and all information related to this Certification Marks Licence, including, without limitation, randomly or further to a complaint or doubts. We agree to provide the Organization access to all physical premises, facilities, infrastructures and other corporeal and incorporeal property related to the products; to information or documents related to the use of the Marks; to specimens of Mark use; to invoices; to manufacturing, processing, assembly or design locations; or to any other information or documentation useful to verify compliance with this Certification Marks Licence. We accept to use the Marks in accordance with the instructions provided by the Organization from time to time, if any.

7. We undertake to inform the Organization, in writing and in advance, of any alteration we wish to make to a verified product and to any information related to the product. We also undertake to inform the Organization of any withdrawal of products bearing the Marks from our business, any suspension or end of our operations and any permit suspension or revocation (if any).

8. Subject to the verification of the products to the satisfaction of the Organization and compliance with the obligations and conditions contained herein, the Organization grants a non-exclusive and non-transferable licence to the Marks for a batch of products meeting eligibility conditions. Should the products’ stock keeping units (“UGS/SKU”) change during the use of the Marks under licence, we undertake to provide an up-to-date list of the UGS/SKUs, including a reference to the trade name of the products, to the Organization as soon as the UGS/SKUs are changed.

Certification Marks Licence

9. We acknowledge having taken cognizance of the Graphics Standards Guide and we undertake to abide by it.

10. We recognize that the Organization is entitled to approve, demand the withdrawal of or demand that changes be made to any draft of our labels, containers, packages, posters, promotional materials and any other document using the Marks before or after any printing, distribution, marketing or release to the public, whether in physical or electronic form. We recognize that the Organization may at any time ask for samples to verify and inspect the characteristics or quality of our products or of the use, advertising or display of the Marks.

11. The licence is granted for a period of one year (12 months) starting from the first approval of a product, and may be renewed annually. The date on which the verification and compliance team sends confirmation by email serves as the date of the beginning of the use of the licence. The licence term is not affected by the subsequent approval of new products, which means that any other product approved during this one-year period will only benefit from the license for the remainder of such one-year period, subject to annual renewal from the anniversary date of the first product approval.

12. In consideration, we undertake to pay to the Organization an annual amount established inthe applicable fee schedule as soon as the first product is approved. The fee cycle will remain fixed at the date of the first product approval despite the approval of new products.

13. Should our membership not be renewed or should this licence be resiliated, we undertake to immediately cease all use of the Marks and to remove the Marks from our products, including from labels, containers, packaging and any other document using the Marks.

ADDITIONAL CONDITIONS

14. We authorize the Organization to publish the name of our business and the list of our products bearing the Marks on its website or any publication mentioning member businesses or verified products.

15. We agree to receive both electronic and mail communications from the Organization.

16. We recognize that any failure to comply with one of these conditions may result in sanctions that will be applied in accordance with applicable terms.

17. We represent that (i) our business’s products are of good quality and comply with applicable laws and regulations and the industry’s standard requirements, (ii) our business is operated in accordance with generally accepted business practices and applicable laws and regulations, (iii) we put in place product quality control and verification measures, (iv) we withdraw from points of sale and our inventory products that are of inferior quality or faulty as soon as possible.

18. We declare that all information and documentation that we provide are true, complete and accurate. We represent and warrant that the user who has agreed to these conditions had been and is, on the date of this licence, duly authorized by all corporate or other necessary and appropriate actions to execute this licence.

19. We recognize and accept that the Mark licence is granted “as is.” We accept that the Organization disclaims any liability for any harm that it may cause, except for that resulting from an intentional or gross fault.

20. We undertake to indemnify the Organization, its directors, officers, employees, agents, affiliates, and subsidiaries against any third-party claim for losses, damages, costs or expenses (including reasonable lawyer’s fees) resulting from our use of the Marks in violation of the Organization’s rights, in violation of any law or regulation or in violation of any of the terms of this licence. The Organization may take up our defence, at our expense, against any claim made by a third party seeking indemnification from us, and we undertake to cooperate in the defence against any such claim. We will not settle any third party claim without the prior written consent of the Organization.

By accepting this Certification Marks Licence, we undertake to abide by the conditions related to the sale and promotion of products bearing the following certification marks and logos: PRODUIT DU QUÉBEC and its design; FABRIQUÉ AU QUÉBEC and its design; CONÇU AU QUÉBEC and its design; PRODUCT OF QUÉBEC and its design; MANUFACTURED IN QUÉBEC and its design; DESIGNED IN QUÉBEC and its design (the “Marks”), granted by Les Produits du Québec (the “Organization”) to participating manufacturers.

Through acceptance of this licence, we accept to abide by the following terms and conditions:

Conditions respecting product sales and promotion

1. We recognize that the Marks are the exclusive property of the Organization and that we may not take any action that may undermine the Organization’s intellectual property rights.

2. We understand that the Marks apply to products, and not to us personally or as a business. Thus, the Marks may only be used with specific products that bear any Mark that was duly granted to it by licence in accordance with the terms and conditions of said licence. As a retailer, we are responsible for checking with the manufacturers of the products that we sell that said products have been verified by the Organization and that they are licensed to bear one of the Marks.

3. We understand that an application made by a manufacturer may be refused and that a membership may be resiliated by the Organization should the information provided not meet or no longer meet the requirements of this Certification Marks Licence or should the obligations under this licence fail to be met. We undertake to use the Marks only with verified products approved by the Organization and to cease using the Marks as soon as we are informed that the licence has expired or has been resiliated.

4. We agree that the Organization or a third party that it appoints performs detailed verifications and audits of our file, including all information related with this Certification Marks Licence, randomly or further to a complaint or doubts. We agree to provide the Organization access to all physical premises, facilities, infrastructures and other corporeal and incorporeal property used to promote the products; to information or documents related to the use of the Marks; and to specimens of Mark use to verify compliance with this Certification Marks Licence. We accept to use the Marks in accordance with the instructions provided by the Organization from time to time, if any.

Certification Marks Licence

5. We acknowledge having taken cognizance of the Graphics Standards Guide and we undertake to abide by it.

6. We recognize that the Organization is entitled to approve, demand the withdrawal of or demand that changes be made to any draft of our labels, posters, promotional materials and any other document using the Marks before or after any printing, distribution, marketing or release to the public, whether in physical or electronic form. We recognize that the Organization may at any time ask for samples to verify and inspect the characteristics or quality of our products or of the use, advertising or display of the Marks.

7. Subject to the approval of a registration for the sale and promotion of products and compliance with the obligations and conditions contained herein, the Organization grants a non-exclusive and non-transferable Certification Marks Licence for the sale and promotion of products bearing the Marks in approved points of sale.

8. The licence is granted for one year (12 months) starting on the date on which the first product submitted by the manufacturer(s) in question is approved. Each application may be renewed annually. The licence term is not affected by the subsequent approval of new products, which means that any other product approved during this one-year period will only benefit from the license for the remainder of such one-year period, subject to annual renewal from the anniversary date of the first product approval.

9. Should the manufacturer(s) in question not renew their membership, should this licence be resiliated, should the membership of the manufacturers of the product(s) having being granted use of any of the Marks be resiliated, or should the Organization issue a licence resiliation notice, we undertake to immediately cease any use of the Marks and to withdraw the Marks from the products in question, including from labels, posters, promotional material and any other document using the Marks.

ADDITIONAL CONDITIONS

10. We authorize the Organization to publish the name of our business and the list of our products bearing the Marks on its website or any publication mentioning member businesses or verified products.

11. We agree to receive both electronic and mail communications from the Organization.

12. We recognize that any failure to comply with one of these conditions may result in sanctions that will be applied in accordance with applicable terms.

13. We declare that all information and documentation that we provide are true, complete and accurate. We represent and warrant that the user who has agreed to these conditions had been and is, on the date of this licence, duly authorized by all corporate or other necessary and appropriate actions to execute this licence.

14. We recognize and accept that the Mark licence is granted “as is.” We accept that the Organization disclaims any liability for any harm that it may cause, except for that resulting from an intentional or gross fault.

15. We undertake to indemnify the Organization, its directors, officers, employees, agents, affiliates, and subsidiaries against any third-party claim for losses, damages, costs or expenses (including reasonable lawyer’s fees) resulting from our use of the Marks in violation of the Organization’s rights, in violation of any law or regulation or in violation of any of the terms of this licence. The Organization may take up our defence, at our expense, against any claim made by a third party seeking indemnification from us, and we undertake to cooperate in the defence against any such claim. We will not settle any third party claim without the prior written consent of the Organization.

Product of Québec

A Product of Québec is a manufactured product in respect of which at least 85% of the direct costs related to the purchase of inputs, including raw materials, their processing, and assembly are incurred in Quebec. Moreover, the last substantial transformation of the product must take place in Quebec.
Substantial transformation means a basic change, usually through a treatment or manufacturing process, in terms of function, character, or nature that gives the product its specific characteristics.

Manufactured in Québec

A product is said to be Manufactured in Québec when the last substantial transformation of the product occurs in Quebec.
Substantial transformation means a basic change, usually through a treatment or manufacturing process, in terms of function, character, or nature that gives the product its specific characteristics.

Designed in Québec

A product Designed in Québec is a manufactured product in respect of which design staff is wholly situated in Quebec.

Welcome!

These Conditions of service (the “Conditions”) constitute a valid, legal contract between the legal person or business accepting it (the ”Business”, ”you”, ”your”) and Les Produits du Québec, a non-profit legal person having its domicile at 800 Square-Victoria Street, Suite 3500, Montréal, Quebec, H4Z 1E9 (“LPDQ”, “us”, “our” and, collectively with the Business, the “Parties”).

These Conditions apply to your use of the Platform (as this term is defined below). The use of our services by any member business is also regulated by the Certification Marks Licence (available through your Account) that sets out the conditions related to the use of the Certification Marks and logos of LDPQ (the “Licence” and collectively with the Conditions, the “Contract”).

Please carefully read this Contract prior to using and accessing the Platform, as it contains important information about your eligibility and your obligations in this regard. The Contract also informs you about our liability towards you and about the warranties or exemption clauses applying to the Platform.

If you wish to use the Platform, you must accept to be bound by this Contract, and to abide by it. Your use of the Platform in any way is construed as your acceptance of this Contract. If you do not accept this Contract, refrain from accessing and using the Platform and immediately cancel your Account (as this term is defined below).

Your use of the Platform is also regulated by our Privacy Policy, which explains how we collect, use and share Personal Information (as this term is defined below) through the Platform.

1. DEFINITIONS



Where used in this Contract with their first letter capitalized without being defined elsewhere in the Contract, the following terms must be defined as follows:

• “Account” means the account created and used by the Business and its End Users as part of its use of the Platform.


• “Anonymized Data” means all Usage Data, Business Data and other data generated by the Platform that have been processed by an adequate technology or a de-identification method recognized by industry standards and, as a result, makes it no longer possible to identify a person. For greater clarity, Anonymized Data does not include Personal Information.


• “Business Content” means any document, message, information, data, text, article, graphic, report, illustration, photograph, logo, video or other content provided, forwarded, uploaded or otherwise shared by LDPQ through the Platform, including membership forms.


• “Business Data” means (i) any Personal Information; and (ii) any data generated or submitted by the Business or its End Users through the Platform, including any Business Content. Notwithstanding any provision to the contrary in this Contract, Anonymized Data and Usage Data are not considered as Business Data.


• “Confidential Information” means, subject to the exclusions provided by section 6(a) of this Contract, any information from a Party (the “Disclosing Party”) that is or will be disclosed to the other Party (the “Receiving Party”) concerning the affairs, property, operations or finances of the Disclosing Party or its business, including proprietary information and trade secrets. Confidential Information must be indicated as such, or it must be clear, at the time of disclosure, that the information must be treated as Confidential Information based on its nature or the context of the disclosure.


• “Documentation” means any document and any other item made available to you when you use the Platform, including the specifications and the description of the Platform and Marks, and of the verification/certification processes that are publicly available on the Platform website and any other documentation made available to you through your Account, such as the User Guide.


• “End User” means any person you have authorized to use the Platform through your Account.


• “Goods” means any good, product or merchandise offered by the Business as part of its commercial operations.


• “Intellectual Property” means any intellectual property, including, without limitation, works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulas, data, information, images, reports, results, analyses, software, models, research and development information, technical information, prototypes, specifications, drawings, algorithms, products, compositions, processes and protocols, methods, tests, contrivances, computer programs, trademarks and all rights of ownership provided by patent law, copyright, trademark law, industrial design law, semiconductor chip law, or any other legal provision or principle of civil or common law applicable to the protection of incorporeal rights of ownership, including trade secret rights, that may confer a right in or to any of the foregoing, together with all applications, records or other evidence of a right to any of the aforementioned elements.


• “Laws” means any act, regulation, rule, code, ordinance, constitution, treaty, common law, ruling, order in council or other requirement issuing from a federal, provincial, territorial, municipal or foreign government or of one of its political subdivisions, or from any adjudicator, court or tribunal of competent jurisdiction.


• “LPDQ Content” means any message, information, data, text, article, blog post, graphic, report, illustration, photograph, video or other content provided, published or otherwise posted by LPDQ through the Platform.


• “Marks” refers to the Certification Marks and logos PRODUIT DU QUÉBEC and its design, FABRIQUÉ AU QUÉBEC and its design, CONÇU AU QUÉBEC and its design, PRODUCT OF QUÉBEC and its design, MANUFACTURED IN QUÉBEC and its design et DESIGNED IN QUÉBEC and its design.


• “Notification Email Address” means the email address you provided to us when you created your Account and that is designated to receive notifications from us about the Platform and this Contract.


• “Platform” means, collectively:
  
  
  • The website and Platform intended for businesses and the public and publicly accessible online via https://lesproduitsduquebec.com, which make it possible for you, through your account, to submit products for verification, consult your business file and access tools to assist you in the use of the certification marks, in particular;
  
  
  • All technologies developed by us to operate the foregoing, including software, hardware, algorithms, codes, processes, user interfaces, know-how, techniques, models, designs and any other corporeal or incorporeal technical material; and
  
  
  • The IT systems administration, hosting, management and monitoring operations that we carry out in relation to the foregoing.


• “Personal Information” means any information that meets the definition of “personal information” or “personal data” (or similar nomenclature) under applicable Laws and that is (i) submitted by you through the Platform; or (ii) collected or generated by the Platform.


• “Representatives” means any business, subsidiary, contractor, subcontractor, service provider or agent of a merchant, and the respective employees, directors and officers of each such third party.


• “Security Incident” means any act or omission that materially jeopardizes the safety, privacy or integrity of the Personal Information.


• “Urgent Security Issue” means (i) any use of the Platform in violation of this Contract; (ii) any Security Incident; or (iii) any situation that reasonably requires us to act immediately to prevent or mitigate security risks, including making significant security fixes to the Platform.


• “Usage Data” means the data entered through the Platform and/or generated by the Platform concerning Platform usage statistics and trends, as well as its performance and the analysis of its usage, such as pages consulted, performance statistics, errors occurred and the electronic features of devices, such as the name and version of the internet browser, operating system and Users’ country. Generally, Usage Data is used to improve our Platform, monitor its performance and identify its most popular functionalities.


• “User” means any person using or browsing the Platform, including, without limitation, any End User. For greater clarity, any person who accesses the Platform without having an Account is also considered a User.


2. Membership and Account


1. Membership and Account



You must apply for membership via our membership form before you can certify your Goods and services and create an Account to access certain other features of the Platform, as described in the Documentation.




You are responsible for maintaining the confidentiality of your Account and identifiers to access it and LPDQ may not be held liable should your Account be compromised. You are responsible for all actions and omissions related to the use of your Account. Should your identifiers be compromised, you must immediately reset your identifiers.



2. Eligibility and certification



Subject to written authorization from LPDQ, which may be given at its sole discretion, only the Business meeting all of the following eligibility criteria is entitled to obtain certification for certain Goods with the applicable Marks:



1. Verification by LPDQ has confirmed the eligibility of the Business and of said Goods for one of the LPDQ Certification Marks in accordance with the eligibility and certification requirements indicated in the Documentation; and


2. Verification by LPDQ has confirmed the eligibility of the Business and of said Goods for one of the LPDQ Certification Marks in accordance with the eligibility and certification requirements indicated in the Documentation; and


3. The Business has agreed to this Contract

(collectively, the “Eligibility Criteria”).

Notwithstanding the foregoing, LPDQ reserves the right to determine, at its sole and absolute discretion, whether the Business meets all Eligibility Criteria. To do so and to the extent permitted by applicable Laws, LPDQ also reserves the right to carry out all necessary verifications concerning the Business or third parties.

The Platform is not intended for use by persons under the age of 16.

3. Changes to the Platform



We reserve the right to make changes to the Platform at our sole discretion. In the event of a significant change to the Platform, we will attempt to notify you by email through your Notification email address.

We may need to amend this Contract to adapt to new technologies, features, regulatory requirements or others, depending on our legitimate commercial needs. If we must amend this Contract, we will notify you by email using your Notification email address. If you continue to use the Platform after such notification, we will consider that you accept the amendments to this Contract.

4. Services and third-party websites



You hereby agree to abide by the terms and conditions of third parties when using the Platform, including those that apply to third-party websites, platforms, online stores and applications that are made available to you through hyperlinks or otherwise on the Platform. You agree and understand that we may not be held liable for such third parties, and that you are engaging with such third parties at your own risk. Third parties are not LPDQ service providers.

3. YOUR OBLIGATIONS AND RESPONSIBILITIES


1. Use



Through the provision of this Platform, we are proud to constitute a community of Quebec businesses that value the local economy while respecting other economies. This section defines what you and your End Users may and may not do while using the Platform.

You represent and warrant through this Contract that, except as authorized in writing by us, neither you nor your End Users may use the Platform in any way that:

1. Is prohibited by applicable Laws or our policies made available to you, including this Contract;


2. Will disrupt the use or enjoyment of the Platform by others, including if such use results in automated, constant and repeated requests for data other than those authorized by this Contract and have an adverse effect on our systems or our network, including abnormal usage that overloads servers or causes parts of our network to shut down (for example, denial of service attacks and distributed denial of service attacks);


3. Uses the Platform to create, transmit, distribute or store material that violates the Intellectual Property, privacy, advertising or other personal rights of persons, the control of exports, or that may otherwise be threatening, abusive, pornographic or hateful, or that constitutes or encourages conduct that would be considered fraud, a criminal offence or engage civil liability;


4. Results in (A) the sharing of references, identifiers and passwords between End Users, Users and/or third parties; and (B) the distribution, disclosure or use of any of the services in any form to or by unauthorized third parties (meaning other than End Users), including through any time-sharing service, service bureau, network or through any other means;


5. Involves the use of any robot, spider, web scraper, deep link or other similar automated data gathering or extraction tool, program, algorithm or methodology to access, acquire, copy or monitor the Platform or any part of the Platform;


6. Involves the decompilation, disassembly or any other form of reverse engineering or attempt to reconstruct or discover any source code or the ideas or algorithms underlying the Platform by any means; or


7. Involves breaking into our security, including without limitation, by: (A) posting or transmitting any file that contains viruses, worms, Trojan horses or any other contaminating or destructive feature; (B) interfering with the proper functioning of the Platform; (C) attempting to hack security requirements or processes in the use of the Platform; (D) attempting to access any part of the Platform (or any of its systems, networks, servers or other related equipment) that you are not authorized to access; (E) attempting to interfere in any way with the functioning of the Platform, its servers or its network; (F) disobeying any requirements, procedures, policies or regulations of your network connected to the Platform; (G) manipulating identifiers to disguise the origin of any content transmitted or uploaded to the Platform, or the source of any content; or (H) modifying or altering the Platform in any way that is unauthorized



(collectively, “Misuse”).




Any form of Misuse may result in the final and permanent suspension or deletion of your Account, at our sole and absolute discretion.




You hereby agree and acknowledge that an indirect violation or attempted violation of this section will be construed as Misuse. If we discover that you are about to Misuse the Platform (including by facilitating Misuse), we may preventively suspend all or part of your Account with or without prior notice. If no prior notice was given, we will send you written notice as soon as possible and investigate to reasonably determine whether the suspension of your Account should continue or even whether we should permanently delete your Account and subsequently prohibit you from creating any other Account. For greater clarity, the deletion of your Account results in the automatic termination of the Contract.

2. Account management



You are responsible for understanding the Platform settings, privileges and controls. You are responsible for managing your Account and for authorizing and controlling your End Users. LPDQ is not responsible for Account management or for the settings and controls available for Account management.




You undertake to inform us immediately of any change to your Notification Email Address. Otherwise, we will not assume any liability for notifications or communications not received.

4. PLATFORM SUSPENSION AND INTERRUPTION



Notwithstanding any provision to the contrary, we reserve the right, at our sole discretion and at any time, with or without prior notice, to suspend your access to the Platform and/or your Account if necessary to comply with any Applicable Law.

5. FEES AND PAYMENT


1. Fees and payment terms



You agree, during the Term, to pay us the fees applicable under the Licence, the invoices that we send you via the My Invoices section of your Account and any other applicable Documentation (the “Fees”).

Unless expressly stated otherwise, you agree to pay the Fees within thirty (30) days of an invoice date. After said period, LPDQ will issue a notice of outstanding payment. If the situation is not resolved within sixty (60) days of the original invoice date, LPDQ may, at the end of such sixty (60)–day period and without further notice: (i) resiliate this Contract; or (ii) suspend the Account until all previous invoices are paid. Any unpaid portion of the Fees after the due date bears interest at a monthly rate of 1.5% (18% annually). The Business is liable for all reasonable costs (including lawyers’ fees) that LPDQ may incur in order to collect the unpaid Fees. The foregoing does not apply if any part of the Fees is disputed in good faith, including if the matter is submitted to mediation under this Contract.

We have integrated an external payment processing tool provided by a third party to the Platform. The data transmitted via the payment page cannot be accessed by LPDQ and we do not control the processing of such data by said third party. Please review the identified service provider’s legal documentation on the payment page and ensure that you can comply with it before using this feature.

Subject to applicable Laws, Fees are non-refundable for any reason.

2. Taxes



Should LPDQ be required by law or as part of the administration thereof to collect applicable taxes from the Business, the Business must pay such taxes to LPDQ simultaneously with and in addition to the payment of the Fees (and concurrently with the payment of any other financial consideration payable under the terms of this Contract and in addition to such payment), unless the Business qualifies for an exemption from the payment of such applicable taxes, in which case the Business must submit to LPDQ the certificates, elections or other documents required by Laws or as part of the administration thereof in order to corroborate the exemption requested by the Business and make it effective instead of paying the applicable taxes to LPDQ. Should LPDQ not be required by law or as part of the administration thereof to collect applicable taxes, the Business must pay these taxes directly to the competent tax authority and provide proof of such payment to LPDQ upon request.

The Business must make all payments under this Contract without deduction or withholding for any taxes (a “Tax Deduction”), unless a Tax Deduction is required by Law. Where a Tax Deduction is required by Law, then, (i) if the Tax Deduction relates to taxes other than taxes imposed on the net income of the Business, the relevant amount payable by the Business under the Contract will be increased to correspond to the amount that would, following any required Tax Deduction, make it possible for LPDQ to receive the amount that would have been received had no Tax Deduction been required; (ii) the Business must, as soon as it has been informed that it must make a Tax Deduction (or that a rate or method of calculating a Tax Deduction is changed), inform LPDQ accordingly; and (iii) the Business must remit the amount of the Tax Deduction to competent tax authorities within the prescribed time limit. The Business must use commercially reasonable efforts to mitigate, reduce or eliminate any Tax Deduction (including, but not limited to, taking advantage of any reduction in the tax rate provided by any applicable international agreement against double taxation).

6. INTELLECTUAL PROPERTY



We (and our licensors, as applicable) remain at all times the exclusive owner of all rights, titles and interests in and to the Intellectual Property relating to the Platform, the Documentation, LPDQ Content and our Confidential Information. Notwithstanding any provision to the contrary, we remain the exclusive owner of any suggestion, improvement request, recommendation or other comment that you send to us by any means, insofar as it relates to the Platform or the Marks, and, under this Contract, you assign to LPDQ without limitation of any kind, all your rights, titles and interests in and to the above elements, and LPDQ accepts such assignment. At our request and at our reasonable expense, you must fill out and execute all necessary documents and take all other actions that we may reasonably require in order to assist us in acquiring, developing and maintaining our rights, titles and interests in and to our Intellectual Property.

You remain the exclusive owner of all rights, titles and interests related to your Intellectual Property, including without limitation all Intellectual Property rights in your Business content.

7. CONFIDENTIAL INFORMATION


1. Exclusions



Confidential Information does not include information that the Receiving Party can provide evidence to show that such information: (i) is readily available to the public in the same form through no fault of the Receiving Party; (ii) did not originate from the Disclosing Party and was lawfully obtained by the Receiving Party in the same form from an independent third party without any disclosure restrictions; or (iii) did not originate from the Disclosing Party and was in the possession of the Receiving Party in the same form before it was disclosed to the Receiving Party by the Disclosing Party.

2. Obligations



The Receiving Party acknowledges and agrees that the Confidential Information is proprietary information of the Disclosing Party and may constitute Intellectual Property of the Disclosing Party, whether or not any part of such information is protected by copyright or an enforceable patent. The Receiving Party may only use the Disclosing Party’s Confidential Information for the purposes set out in this Contract and must protect such Confidential Information with at least the same degree of care and confidentiality and in no event less than the reasonable degree of care and confidentiality that the Receiving Party applies to its own Confidential Information.

The Receiving Party must take all reasonably necessary steps to ensure that the Disclosing Party’s Confidential Information is not made available or disclosed by it or any of its Representatives to third parties, except (i) where required by applicable Laws, including a valid judicial decision; (ii) where the Disclosing Party has provided its prior written consent; (iii) where permitted or reasonably inferred from this Contract; or (iv) where disclosure is made to legal counsel, an auditor or as reasonably required as part of a legal entity’s administration. The Receiving Party must exercise due diligence to ensure that its Representatives are subject to the same confidentiality obligations that it is subject to.

The Receiving Party may not make copies or reproductions of the Disclosing Party’s Confidential Information (on any medium whatsoever) except as necessary for the purposes of this Contract (including for backups and business continuity).

3. Obligation in case of resiliation



Upon resiliation of this Contract for any reason, the Receiving Party must promptly either return all Confidential Information in its possession to the Disclosing Party or destroy such Confidential Information, at the option of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party is permitted to retain the copies required to comply with Applicable Laws, for its business records or business continuity, in which case the Receiving Party must maintain the confidentiality and integrity of such Confidential Information for as long as it is in the Receiving Party’s possession and securely delete it as soon as reasonably possible.

8. PERSONAL INFORMATION



You hereby agree and acknowledge that we use, collect and disclose Personal Information in accordance with our Privacy Policy.

You are responsible for compliance with applicable Laws regarding the collection, use and disclosure of Personal Information, including, without limitation, the Personal Information of any User and other persons with whom you interact via the Platform. You represent and warrant that you have obtained all appropriate consents or are relying on another legislative basis to permit us to collect, use and disclose Personal Information as provided in our Privacy Policy, and as required to provide services and manage the Platform.

9. LICENSES



Please consult the Licence in order to know your rights and obligations regarding the use of the Marks, if applicable. In the event of a conflict between the terms contained in these Conditions and those of the Licence, the latter will prevail.

1. Licenses for Business Data



You own all rights, titles and interests in and to all Business Data. Notwithstanding the foregoing, you hereby grant us a revocable (but only under this Contract), fully paid, non-exclusive, royalty-free, limited, worldwide licence to aggregate, reproduce, distribute, use and display Business Data as may be necessary for us to provide services and manage the Platform, exercise our rights and perform our obligations under this Contract and to comply with applicable Laws.

Notwithstanding any provision to the contrary in this Contract, you agree and acknowledge that LPDQ owns all rights, titles and interests in and to the Anonymized Data and Usage Data.

2. Platform Licence



Subject to your compliance with all provisions of this Contract, we grant you a non-exclusive, non-sublicensable, non-transferable, revocable (but only under this Contract) right and licence to access and use (and allow your End Users to access and use, as applicable) the Platform for legitimate purposes. All rights not expressly granted in this Contract are reserved by LPDQ. End Users may only use the Platform if the Business remains fully responsible for its End Users.

10. ADVERTISING



You hereby agree that (i) we may publicly use your name, logo, trademarks, and distinctive brands and products (collectively, “Distinctive Marks”) alongside the distinctive marks of other businesses on our Platform, our business lists, proposals, presentations to potential investors and sales presentations; and (ii) each party must obtain the prior written consent of the other party before issuing a press release.

Consequently, you hereby grant us a revocable (but only under this Contract), fully paid, non-exclusive, royalty-free, limited, worldwide licence to aggregate, reproduce, distribute, use and display your Distinctive Marks as may be necessary for us to provide services and manage the Platform or to exercise our rights and perform our obligations under this Contract.

11. REPRESENTATIONS AND WARRANTIES


1. Mutual



Each party represents and warrants that it is legally authorized and has all necessary powers to enter into this Contract.

2. Business



You represent and warrant that (i) you meet all of the Eligibility Criteria; (ii) all of your End Users are at least 16 years old; (iii) all Business Data is true and accurate; (iv) you have all the rights, consents and authorizations that may be required to transmit the Business Data to us and grant us the licenses provided for in this Contract; and (v) you are not prohibited by LPDQ or applicable Laws from accessing or using the Platform.

12. INDEMNIFICATION; RECOURSE



You hereby agree to indemnify, defend and hold us (including our Representatives) harmless from all claims, penalties, fines, costs, expenses (including reasonable lawyer fees), actions, damages, losses or liability arising directly or indirectly from, relating to or resulting from (i) your access, use or presumed use of the Platform or the Marks in a manner not authorized by this Contract; (ii) any violation of sections 3(a), 6, 7, 8 and 10; (iii) any violation of the Licence, if applicable; and/or (iv) your negligence, fraud and/or an intentional fault.

13. EXCLUSION OF LIABILITY



Except as provided in this Contract, (i) we do not warrant that the Platform will be uninterrupted or error free; (ii) we do not warrant the results that may be obtained from the use of the Platform and the Marks; (iii) LPDQ is the only person authorized to make representations or warranties on its behalf; (iv) the Platform and the Marks are provided “as is” and “as available”; (v) to the maximum extent permitted by applicable Laws, we make no other representation or offer no condition, warranty or surety, express or implied, regarding the accuracy, quality, reliability or completeness of any production or information (including any Business Content) provided by or as a result of use of the Platform or the Marks; and (vi) we expressly disclaim all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Except as otherwise specified in this Contract, you hereby waive your rights on the aforementioned warranties, statements or conditions, whether express or implicit.

You are solely responsible for the accuracy, truthfulness, completeness and quality of your Business Data. We exercise no control of and accept no liability for the accuracy, truthfulness and quality of Business Data, including, without limitation, violations of Intellectual Property rights, applicable Laws and privacy rights. We assume no liability for commercial decisions, including, without limitation, investment decisions resulting from Business Data.

We assume no liability for refusals to certify any Good.

The Platform may contain links to integration partners, third-party websites or third-party content. In no circumstances may we be held liable for integration partners, third-party websites or third-party content (including websites and content from other member businesses).

14. LIMITATION OF LIABILITY



To the fullest extent allowed by Applicable Laws, no party is liable towards the other or its Representatives for any loss of profit or for special, indirect, incidental, consecutive or exemplary damages related to the use of the Platform or to the performance of any other obligation under this Contract, even where a party is aware of the possibility that such damages may arise.

Notwithstanding any provision to the contrary, to the fullest extent allowed by applicable Laws, we assume no liability towards you for any damages arising from or related to this Contract or to your use of the Platform or of the Marks, whether said damages are of legal, contractual or other origin.

15. SUPERIOR FORCE



Neither party may be held liable for delays in performing or failure to perform any obligation hereunder for reasons that it cannot reasonably control, including, but not limited to, cases of superior force or acts of a public enemy, acts of the government in its capacity of sovereign or contractor, flood, epidemic (including the onset of Coronavirus COVID-19), earthquake or other natural disaster, strike or other labour disputes, acts of war, acts of civil disobedience, denial of service and distributed denial of service attacks, ransomware and other cyberattacks that are not caused or facilitated by negligence (“Case of Superior Force”). Any delay resulting from a Case of Superior Force will result in the extension of the corresponding obligation for a period equal to the time lost because of said Case. The parties must inform one another, as soon as possible, of any Case of Superior Force.

16. TERM



These Conditions become valid when you use the Platform for the first time and as long as you use one of its functionalities, subject to our absolute right to suspend or definitively delete your Account, at our complete discretion (the “Term”).

17. APPLICABLE LAW; DISPUTE RESOLUTION



The validity, interpretation and performance of this Contract and the legal relation between you and us are governed by and construed in accordance with the applicable Laws of the Province of Quebec, Canada, and applicable federal laws, without giving effect to a choice or a conflict of provisions or laws (whether in Quebec or in any other jurisdiction) that may result in the application of laws from a jurisdiction other than that of Quebec, Canada.

Any lawsuit, legal action or legal proceeding arising from this Contract must be instituted in Montréal, Quebec, Canada.

18. GENERAL PROVISIONS



The waiver of a violation of any provision of this Contract does not constitute and may not be construed as a waiver of any other violation or subsequent violation.

Should a provision of this Contract violate applicable Laws or be deemed illegal for any reason, said provision will become invalid without affecting the validity of the other provisions of this Contract.

This Contract constitutes the entire agreement between the parties and replaces all verbal and written understandings or agreements between them as concerns its subject matter.

We are entitled to assign or transfer all or part of this Contract at any time as part of a business reorganization done in good faith, the sale of our assets, an amalgamation and acquisition or a judicial winding-up. You may not assign or transfer all or part of this Contract to another person without our prior written consent, which will not be unreasonably withheld. Any attempt on your part to assign this Contract without our consent is null and void. You may not assign or transfer to anyone, either temporarily or permanently, any right to use the Platform or part of it.