1. Our service.

1.1. Our service.

The Iconnek Platform is a cloud connector hub that enables the interconnection of services and data transfer between third-party applications. “Services” means the Iconnek website (www.iconnek.io), Iconnek’s online platform for interconnecting services and data transfer between third-party applications accessible through our website and any other website, subdomain, platform or application that we own, operate or control.
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1.2. Modification or interruption of the service.

Modification or Discontinuation of the Service. We have the right to add, modify or discontinue any features, functionality or other tools related to the Service and/or the Sites, at our sole discretion and without further notice. However, if we make a material negative change to the basic functionality of the Service, we will notify you by posting an announcement on the Sites and/or through the Service or by email.1.3. Disclaimer of any contingency with respect to future versions and improvements.You hereby acknowledge that your subscription to the Service and/or Third Party Services (as defined below) hereunder is not contingent upon the provision of any future features or functionality, including, without limitation, the continuation of: (i) a certain Service beyond its current Subscription Term; or (ii) Third Party Services, or contingent upon any public comments we make, whether oral or written, regarding any future functionality or feature.1.4. Ability to accept the conditions.If you access and use the Sites and/or the Service, you represent and warrant that you are at least 18 years of age. The Sites and/or the Service are intended only for individuals who are eighteen (18) years of age or older. We reserve the right to request proof of age from you at any time in order to demonstrate compliance with this paragraph.

1.3. Disclaimer of any contingency with respect to future versions and improvements.

You hereby acknowledge that your subscription to the Service and/or Third Party Services (as defined below) hereunder is not contingent upon the provision of any future features or functionality, including, without limitation, the continuation of: (i) a certain Service beyond its current Subscription Term; or (ii) Third Party Services, or contingent upon any public comments we make, whether oral or written, regarding any future functionality or feature.

1.4. Ability to accept the conditions.

If you access and use the Sites and/or the Service, you represent and warrant that you are at least 18 years of age. The Sites and/or the Service are intended only for individuals who are eighteen (18) years of age or older. We reserve the right to request proof of age from you at any time in order to demonstrate compliance with this paragraph.

2. Account registration and administration.

2.1. Account Registration.

To register for the Service for the first time, you must create an account for the Service. By creating an account (“Account”) and registering for the Service, you become, individually or on behalf of your employer or any entity on whose behalf you created the Account, an iconnek.io customer (the “Customer”). The first user of the Account is automatically assigned as the administrator of the Account (“Admin”).

2.2. Your registration information.

By creating an account or being added to an account and creating your user profile (the “User Profile”), you: (i) agree to provide us with accurate, complete and current registration information about yourself; (ii) acknowledge that it is your responsibility to ensure that your password is kept confidential and secure; (iii) agree to be fully responsible for all activities that occur under your User Profile and password, including any integration or other use of third-party products or services (and associated disclosure of data) in connection with the Service; and (iv) agree to promptly notify us in writing if you become aware of any unauthorized access to or use of your account or User Profile and/or any violation of these Terms. We may assume that all communications we receive under your User Profile originate from you. The Customer will be solely responsible for any loss, damage, liability and expense incurred by us or any third party due to any unauthorized use of the Account by you or any other user or third party on your behalf.

2.3. User verification.

You understand and agree that we have the right to ask you to provide information that may be used to confirm your identity and to help ensure the security of your Account and/or User Profile. In the event that you or the Administrator lose access to an Account or request information about an Account, we reserve the right to request from you or such Administrator (as applicable) any verification that we deem necessary before restoring access to such Account or providing information about it.

2.4. Account Administrators.

The Administrator(s) of an Account are, separately and jointly, deemed to be the authorized representatives of the Customer, and any decision or action taken by an Administrator is deemed to be a decision or action of the Customer. An Admin may designate or add other members of the Account as Admins, who have significant privileges and controls over the use of the Service and the Account, including, without limitation: (i) controlling your (and other Users’) use of the Account; (ii) subscribing to, upgrading, or downgrading the Service; (iii) creating, monitoring, or modifying User actions and permissions; (iv) managing access to, control, delete, share items, or modify any or all Customer Data (as defined below); and (v) integrating or disabling integration with Third Party Services. You also acknowledge that your Account may be managed by a representative of the entity that owns or controls the email address domain with which your Account was created or registered.

3. Your Customer Data.

3.1. Your Customer Data.

Customer Data is any data, attachments, text, images, reports, personal information, or other content that is uploaded or submitted, transmitted, or otherwise made available to or through the Service by you or any User and that is processed by us on Customer’s behalf (the “Customer Data”). For the avoidance of doubt, Anonymous Information (as defined below) is not considered Customer Data. Customer retains all right, title, interest, and control over the Customer Data in the form submitted to the Service. Subject to these Terms, Customer grants us a worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display the Customer Data, and only to the extent that reformatting the Customer Data for display through the Service constitutes a modification or derivative work. The foregoing license also includes the right to make modifications and make derivative works. The foregoing license is hereby granted solely: (i) to maintain and provide the Service to you; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we believe in good faith that, or have received a complaint alleging, that such Customer Data is in violation of these Terms; (iv) to comply with a valid legal subpoena, request or other legal process; and (v) as expressly authorized in writing by you.

4. Intellectual Property Rights; License.

4.1. Our intellectual property.

The Service and Sites, including materials, such as software, application programming interfaces, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphical materials, as well as names, logos, trademarks and service marks (excluding Customer Data), any related or underlying technology and any modifications or improvements thereto, are the property of Iconnek and its licensors, and may be protected by applicable copyright and intellectual property laws and treaties. As between you and Iconnek, Iconnek retains all right, title and interest, including all intellectual property rights, in and to the Iconnek Materials.

4.2. Your rights of access and use.

Subject to the terms and conditions of these Terms, and your compliance therewith, and in particular in strict accordance with our Acceptable Use Policy, we grant you a limited, worldwide, non-exclusive and non-transferable right to access and use the Service and the Sites, during the applicable Subscription Term, solely for the Customer's internal purposes.

4.3. Restrictions on use.

Except as expressly permitted in these Terms, you may not, and shall not permit any Authorized User or third party to: (i) give, sell, rent, lease, time share, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer, or distribute any portion of the Service or the Sites to any third party, including, without limitation, your affiliates, or use the Service in connection with a service bureau arrangement; (ii) circumvent, disable, or otherwise interfere with security-related features of the Sites or the Service or features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the Sites; (iii) reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code of the Service or the Sites, or any component thereof; (iv) copy, modify, translate, patch, enhance, alter, change or create derivative works of the Service or the Sites, or any part thereof; (v) take any action that imposes or may impose (in Iconnek's sole discretion) an unreasonable or disproportionately large load on Iconnek's infrastructure or the infrastructure that supports the Sites or the Service; (vi) interfere or attempt to interfere with the integrity or proper functioning of the Service or the Sites, or any activity associated therewith; (vii) remove, deface, obscure or alter any identification, attribution or copyright notice, trademark or other proprietary rights notice of Iconnek or any third party attached to or provided as part of the Service or the Sites, or use or display any logos of the Service or the Sites without the prior written permission of Iconnek; (viii) use the Service or the Sites for any competitive purpose, including to develop or improve a competing service or product; or (ix) encourage or assist any third party (including other Authorized Users) to do any of the foregoing.

5. Confidentiality and security.

5.1. Security

Iconnek implements reasonable security measures and procedures as support to protect your Customer Data.

5.2. Privacy Policy

In connection with your access to or use of the Service and the Sites, we may collect, access, use and share certain Personal Data (as defined in the Privacy Policy) about you. Please read our Privacy Policy, which is incorporated herein by reference, for a description of these data collection and use practices.

5.3. Anonymous information.

Notwithstanding any other provision of these Terms, we may collect, use, publish, and disclose Anonymous Information (defined below) about your use of the Service and/or the Sites for the purpose of providing, improving, and promoting our products and services, including the Sites and the Service, and for other business purposes. “Anonymous Information” means information that does not identify an individual, such as aggregated and analytical information. Iconnek owns all Anonymous Information collected or obtained by Iconnek.

6. Third-party services; Links.

6.1. Independent relationship.

You acknowledge and agree that, regardless of how such Third Party Services may be offered to you, we are merely acting as an intermediary platform between you and such Third Party Services, and we do not endorse or have any liability for such Third Party Services. Your relationship with such Third Party Services and any terms governing your payment for, and use of, such Third Party Services, including, without limitation, the collection, processing, and use of your data by such Third Party Services, are subject to a separate contractual agreement between you and the provider of a Third Party Service (the “Third Party Agreement”). We are not a party to, or responsible in any way for, your or the provider of the Third Party Service’s compliance with the Third Party Agreement.

6.2. Integration with a Third Party Service and your Customer Data.

Through the Service, you and any other Authorized User of the Account may enable the integration of your Account, including the bulletin boards in your Account (or any part thereof), with third party services, which will enable the exchange, transmission, modification or deletion of data between us and the third party service, including without limitation Customer Data, the scope of which is determined by the applicable actions defined by such integration (the “Third Party Services”). You hereby acknowledge that any access, collection, transmission, processing, storage or other use of data, including Customer Data, by a Third Party Service is governed by the Third Party Agreement, including any applicable Privacy Policy, and Iconnek is not responsible for any access, collection, transmission, processing, storage or other use of data, including Customer Data, by the Third Party Service or for such Third Party Service’s general privacy and security actions, inactions or practices. By integrating and/or using the Third Party Services, you acknowledge and agree that: (a) you are solely responsible for your compliance with applicable privacy restrictions, laws and regulations, including your use of the Third Party Service and other data activities that you may conduct or permit third parties, including the Third Party Service, to conduct; (b) the activities and use of data by you and any other User of the Account, may result in modification and/or deletion of data, either in the Account (i.e. Customer Data) and in the Integrated Third Party Service. We will have no obligation whatsoever, with respect to any modification and/or deletion of data, either in your Account with us and/or in the Integrated Third Party Service.

6.3. Conditions of use and restrictions.

Iconnek and a Third Party Service may impose, each in its sole discretion, additional terms or limitations on your access to and use of certain Third Party Services, including, without limitation, imposing a limited quota on the number of shares or other uses (as applicable). Such additional terms or limitations shall be indicated where relevant within the Service or Third Party Service, or shall otherwise be notified to you or any other relevant User of the Account.

6.4. Discontinuation of a Third Party Service.

Iconnek and the Third Party Service reserve the right to interrupt the use or suspend the availability of any Third Party Service, for any reason and without obligation to provide an explanation or notice. Such interruption may result in the inability to use certain features and actions of the Third Party Service as well as our Service.

6.5. Liens.The Sites, the Service and/or any Third Party Services may contain links to third party websites that are not owned or controlled by us (the “Links”). You acknowledge that we have no control over, and assume no responsibility for, the content, privacy policies or practices of any Third Party Websites. You: (i) are solely responsible for your use of and links to Third Party Websites and any content you may submit or post to a Third Party Website; and (ii) expressly release us from any and all liability that your use, and in the case of a Customer, the use of all Users, of any Third Party Website may result in. Accordingly, we encourage you to read the terms and conditions and privacy policy of each and every third party website that you choose to visit.

6.6. Limitations of liability.

ICONNEK DISCLAIMS ANY RESPONSIBILITY FOR ANY THIRD PARTY LINKS OR SERVICES, INCLUDING, BUT NOT LIMITED TO, THE OPERABILITY OR INTEROPERABILITY OF SUCH THIRD PARTY SERVICE WITH OUR SERVICE, OUR SECURITY, ACCURACY, RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES, AND THE QUALITY OF ITS OFFERINGS, AS WELL AS ANY ACTION OR OMISSION OF THIRD PARTIES. BY ACCESSING AND/OR USING THIRD-PARTY SERVICES, YOU ACKNOWLEDGE THAT YOUR ACCESS TO AND USE OF THIRD-PARTY SERVICES IS AT YOUR SOLE DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT THE OPERATION AND PRACTICES OF SUCH THIRD-PARTY SERVICES AND THEIR RESPECTIVE THIRD-PARTY AGREEMENTS MEET YOUR REQUIREMENTS.

7. Subscription duration, renewal and payment of fees.

7.7. Order form.

Our Order Form may be completed and placed in a variety of ways, including an online form or in-product screens or any other mutually agreed offline form, delivered by the Customer or any other Iconnek User, including by mail, email or any other electronic or physical delivery mechanism (the “Order Form”). This Order Form will list, at a minimum, the Service ordered, the subscription plan, the term and the associated fees.

7.8. Duration of the subscription.

The Service is provided on a subscription basis for the term specified in your Order Form, in accordance with the respective subscription plan purchased under such Order Form (the “Subscription Term” and “Subscription Plan”, respectively, and collectively “Subscription”).

7.9. Subscription fees.

In consideration of the provision of the Service, Customer shall pay us the applicable fees based on the Subscription purchased, as set forth in the applicable Order Form (the “Subscription Fees”). Unless otherwise specified, Subscription Fees are stated in CAD dollars. Customer hereby authorizes us, directly or through our Payment Processing Service, to charge such Subscription Fees to Customer’s selected payment method on the due date. Except as expressly provided herein, Subscription Fees are non-cancellable and non-refundable. We reserve the right to change the Subscription Fees at any time, upon notice to Customer if such change may affect Customer’s existing subscriptions upon renewal. In the event of failure to collect any Fees owed by Customer, we may, in our sole discretion (but without obligation) retry collecting payments at a later date, and/or suspend or cancel the Account, without notice.

7.10. Excessive use.

We have the right, including without limitation where we believe, in our sole discretion, that the Customer and/or any of its Users has misused the Service or is using the Service excessively compared to the standard intended use (in our sole discretion), to offer the Subscription at a different price and/or impose additional restrictions on downloads, storage, and use of the Service, including without limitation, restrictions on Third Party Services, network traffic and bandwidth, size and/or length of content, quality and/or format of content, content sources, volume of download time, etc.

7.11. Billing.

When registering for or submitting billing information to the Service, Customer agrees to provide us with current, accurate, and complete billing information, and Customer authorizes us (directly or through our affiliates or other third parties) to charge, request, and collect payment (or otherwise charge, refund, or take any other billing action) from Customer's designated payment method or bank account, and to make any request we may deem necessary to validate Customer's designated payment account or financial information, to ensure prompt payment, including for the purpose of receiving updated payment information from Customer's credit card company or bank account (for example, updated expiration date or card number as may be provided to us by Customer's credit card company).

7.12. Automatic renewal of the subscription.

To ensure that Customer will not experience any interruption or loss of services, Customer’s Subscription includes an automatic renewal option by default, whereby the Subscription will automatically renew at the end of the then-applicable Subscription Term, for a renewal period equal to the initial Subscription Term (excluding extended periods) and, unless otherwise notified to Customer, at the same price (subject to applicable tax changes and excluding any discounts or other promotional offers provided for the first Subscription Term). Accordingly, unless Customer or we cancel the Subscription prior to its expiration, we will attempt to automatically charge Customer the applicable Subscription Fees on or immediately prior to the expiration of the then-applicable Subscription Term. Except as expressly provided in these Terms, if a Customer cancels its Subscription during a Subscription Period, the Subscription will not be renewed for an additional period, but the Customer will not be refunded or credited for any unused period during the Subscription Period.

8. Refund Policy; Chargeback.

8.1. Refund Policy.

If Customer is not satisfied with its initial subscription to a Service, Customer may terminate such Service by providing us with written notice, within 30 days of the first order of such Services (the “Refund Period”). In the event Customer terminates the initial subscription to a Service, during the Refund Period, we will refund to Customer the pro rata portion of all unused and unexpired Subscription Fees prepaid by Customer in respect of such terminated period of the Subscription, unless otherwise required by applicable law, in the same currency in which we were originally paid (the “Refund”). The Refund is applicable only to Customer’s initial subscription to the Service and does not apply to any additional purchases, updates, modifications or renewals of such Service. Please note that we will not be required to Refund any differences caused by exchange rate changes or fees charged to the Customer by third parties, such as bank transfer fees. After the Refund Period, the Subscription Fees are non-refundable and cannot be canceled. To the extent permitted by law, if we find that a termination notice was given in bad faith or as an unlawful attempt to avoid payment for Services actually received and enjoyed, we reserve the right to reject the Customer's refund request. Subject to the foregoing, in the event of termination by the Customer under this Section 8.1, all outstanding payment obligations will become immediately due and payable for the Subscription Period used and the Customer will promptly remit to Iconnek all fees owed to Iconnek under these Terms.

8.2. Chargeback.

If at any time we file a refusal, chargeback or other rejection of any Subscription Fees due and payable to Customer's Account ("Chargeback"), this will be considered a breach of Customer's payment obligations hereunder, and Customer's use of the Service may be disabled or terminated and such use of the Service will not resume until Customer re-subscribes to such Service, and pays the applicable Subscription Fees in full, including any fees and expenses incurred by us and/or any Third Party Service for each Chargeback received (including management and processing fees and fees incurred by the payment processor), without derogating from any other remedies that may be available to us under these Terms or applicable law.

9. Duration and termination; suspension.

9.1. Conditions.

These Terms are in full force and effect, from the Effective Date, until termination of the Service underlying the Account, whether paid or not, unless otherwise terminated in accordance with these Terms.

9.2. Termination for cause.

Either the Customer or we may terminate the Service and these Terms, upon written notice, in the event that (a) the other party commits a material breach of these Terms and, to the extent that it is remediable, fails to remedy such breach within a reasonable time, which will not be less than 10 days after written notice from the non-breaching party; or (b) ceases to carry on business or becomes subject to insolvency proceedings and the proceedings are not dismissed within 45 days.

9.3. Termination by the Customer.

Customer may terminate its Subscription to the Service by canceling the Service and/or deleting the Account, such termination shall not waive Customer's obligation to pay the applicable Subscription Fees, unless such termination occurs during the Refund Period. Subject to Section 8 above, unless otherwise mutually agreed to by Customer and us in writing, the effective date of such termination shall be at the end of the then-current Subscription Period, and Customer's obligation to pay the Subscription Fees through the end of such Subscription Period shall remain in effect, and Customer shall not be entitled to a refund of any prepaid Subscription Fees.9.4. Suspension.Without derogating from our termination rights above, we may decide to temporarily suspend the Account and/or a User Profile (including any access thereto) and/or our Service, in the following cases: (i) we believe, in our sole discretion, that you or a third party is using the Service in a manner that may impose a security risk, cause harm to us or a third party, and/or increase our liability or that of a third party; (ii) we believe, in our sole discretion, that you or a third party is using the Service in violation of these Terms or applicable Law; (iii) the Customer's payment obligations under these Terms are or are likely to be overdue; or (iv) if the Customer or any of its Users fail to comply with the Acceptable Use Policy. The foregoing suspension rights are in addition to any remedies we may have under these Terms and/or applicable Law.

10. Confidentiality.

10.1. Confidential information.

Under these Terms and the Service (including its evaluation), each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”) non-public business, product, technology and marketing information, including, without limitation, customer lists and information, knowledge, software and any other non-public information that is identified as such or should reasonably be considered confidential given the nature of the information and the circumstances of disclosure, whether disclosed before or after the Effective Date (the “Confidential Information”). For the avoidance of doubt, (i) Customer Data is considered Customer Confidential Information, and (ii) our Site, Service, Trial Service and/or Pre-Launch Services, including their underlying technology, and their respective performance information, and all data, reports and materials provided to you by us in connection with your evaluation or use of the Service, are considered our Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the disclosing party; (b) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party; (c) is received from a third party without breach of any obligation owed to the disclosing party; or (d) was independently developed by the receiving party without any use of or reference to the Confidential Information.

10.2. Receiving Party’s Confidentiality Commitments.

The Receiving Party will (i) take at least reasonable steps to prevent unauthorized disclosure or use of Confidential Information, and will limit access to those employees, affiliates, service providers and agents on a need-to-know basis who are bound by confidentiality obligations no less restrictive than those contained herein; and (ii) will not use or disclose any Confidential Information to any third party except in connection with its performance under these Terms and to the extent that it is required to be disclosed to legal or financial advisors to the Receiving Party or as part of a due diligence process that the Receiving Party undergoes, provided that such disclosure is governed by confidentiality obligations no less restrictive than those contained herein.

10.3. Mandatory disclosure.

Notwithstanding the foregoing, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body; provided, however, that, to the extent permitted by law, the Receiving Party shall endeavor to provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

11. Disclaimer of Warranty.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OR ELSEWHERE AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
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11.1. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SITES AND THE SERVICE ARE PROVIDED “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND WITHOUT WARRANTY OF ANY KIND. WE AND OUR AFFILIATES, CONTRACTORS, AGENTS AND SUPPLIERS (INCLUDING THIRD PARTY SERVICE PROVIDERS) HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES AND/OR REPRESENTATIONS OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY.

11.2. WE AND OUR VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE SERVICE AND THE SITES, INCLUDING ACCESS TO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, THAT DATA WILL NOT BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES AND/OR THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. WE AND OUR VENDORS FURTHER DISCLAIM ANY LIABILITY FOR ANY DELAY, FAILURE, INTERCEPTION, ALTERATION, LOSS OR OTHER DAMAGE THAT YOU AND/OR YOUR DATA (INCLUDING CUSTOMER DATA) MAY SUFFER, WHICH ARE BEYOND OUR CONTROL.

11.3. EXCEPT AS EXPRESSLY STATED HEREIN, WE DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION (I) THAT OUR SERVICE (OR ANY PART THEREOF) IS COMPLETE, ACCURATE, OF A CERTAIN QUALITY, RELIABLE, SUITABLE OR COMPATIBLE WITH ANY OF YOUR ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS INTENTIONALLY (OR WILL REMAIN SO AT ALL TIMES), OR COMPLIES WITH ANY LAW APPLICABLE TO YOU; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS OBTAINED BY YOU THROUGH THE SERVICE AND/OR THE SITES.

12. Limitation of liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OR ELSEWHERE AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

12.1. IN NO EVENT WILL EITHER PARTY TO THESE TERMS AND ITS AFFILIATES, CONTRACTORS, AGENTS AND SUPPLIERS (INCLUDING THIRD PARTY SERVICE PROVIDERS) BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS FOR (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOST PROFITS, COSTS, ANTICIPATED SAVINGS; (III) ANY LOSS OR DAMAGE TO DATA, USE, BUSINESS, REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) ANY FAILURE OF SECURITY MEASURES AND SAFEGUARDS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.2. EXCEPT FOR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, YOUR PAYMENT OBLIGATIONS HEREUNDER, OR A BREACH OF OUR ACCEPTABLE USE POLICY BY YOU OR, IN THE CASE OF A CUSTOMER, BY ANY OF THE UNDERLYING USERS OF THEIR ACCOUNT, IN NO EVENT WILL THE TOTAL LIABILITY OF EITHER PARTY, ITS AFFILIATES, CONTRACTORS, AGENTS AND VENDORS (INCLUDING THIRD-PARTY SERVICE PROVIDERS), UNDER THESE TERMS (INCLUDING THE SITES AND THE SERVICE), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) IN THE PRECEDING 12 CONSECUTIVE MONTHS. THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

13. Specific laws; reasonable allocation of risks.

13.1. Specific laws.Except as expressly set forth in these Terms, we make no representations or warranties that your use of the Service is appropriate in your jurisdiction. Except as set forth herein, you are responsible for complying with all applicable local and/or specific laws, to the extent they apply to your use of the Service.

13.2. Reasonable allocation of risks.You hereby acknowledge and confirm that the limitations of liability and exclusions of warranties contained in these Terms have been agreed to by you and us and we both believe that such limitations and allocations of risks are commercially reasonable and appropriate to our undertaking hereunder, and that you and we have used such limitations and allocations of risks in determining whether or not to enter into these Terms.

13.3 JurisdictionThe Parties expressly agree that any dispute, controversy, disagreement, difference or disagreement arising directly or indirectly from these Terms, including concerning the interpretation, execution or violation of the Terms, shall be submitted to the competent courts of common law in the judicial district of Drummond, Quebec, Canada. This choice of jurisdiction shall not, however, prevent a party from resorting to an injunction in any appropriate jurisdiction in connection with the violation of intellectual property rights or confidentiality obligations, or the recognition or execution of any order or decision.

14. Third Party Components of Our Service.

Our Service includes third-party code and libraries that are subject to third-party open source license terms (the “Open Source Code” and “Open Source Terms,” respectively). Some of these Open Source Terms provide that, to the extent they apply to the respective licensed Open Source Code, those terms prevail over any conflicting license terms, including these Terms. We endeavor to identify such Open Source Code in our Service and therefore encourage Customer to familiarize themselves with those Terms. Please note that we make every effort to use only Open Source Code that does not impose any obligations or affect Customer Data or associated intellectual property (beyond what is stated in the Open Source Terms and herein), in the ordinary course of use of our Service that does not involve any modification, distribution, or independent use of such Open Source Code. Not with standing anything to the contrary, we make no warranties or representations here under with respect to the Open Source Code.

15. Modifications.

We may occasionally make changes to these Terms for valid reasons, such as to add new functions or features to the Service, technical adjustments, to correct typographical errors or mistakes, for legal or regulatory reasons, or for any other reason we deem necessary, in our sole discretion. When we make material changes to these Terms, we will notify Users as appropriate in the circumstances, such as by posting a prominent notice on the Service or sending an email. Your continued use of the Service after the changes are made constitutes acceptance of those changes.

16. General provisions.

16.1. Translated versions.

These Terms were originally written in French and translated into other languages ​​for your convenience. If a translated (non-French) version of these Terms conflicts in any way with the French version, the provisions of the French version shall prevail.

16.2. Force majeure.

Neither we nor you will be liable for any failure or delay in performance of any of our obligations due to events beyond the reasonable control of either party, which may include denial of service attacks, interruption or failure of the Internet or any public service, failure of third party hosting services, strikes, shortages, riots, fires, natural disasters, war, acts of terrorism and actions of governmental authorities.

16.3. Relations between parties; absence of third-party beneficiaries.

The parties are independent contractors. These Terms and the Service provided hereunder do not create any partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to these Terms.

16.4. Notification.

We will use your contact information that we have on file to send you notices, subject to this Section 16.4. Our contact information for any notices is detailed below. You acknowledge that any notices we send to you, in connection with these Terms and/or otherwise related to the Service, will be provided as follows: via the Service, including by posting on our Sites or posting to your account, by text, by app notification, by email, telephone, or first class, air or overnight mail. You further acknowledge that any electronic notice satisfies all applicable legal notice requirements, including that such notice will be in writing. Any notice to you will be deemed given upon the earlier of: (i) receipt; or (ii) 24 hours after delivery.

16.5. Assignments.

You may not transfer or assign these Terms, and any rights and obligations hereunder, without our written approval, provided that you may assign these Terms to any person or entity that may succeed you, as a result of a merger, acquisition or sale of all or a portion of your assets or voting rights, except for an assignment to a competitor of Iconnek, and provided that you provide us with prompt written notice of such assignment and the respective assignee agrees, in writing, to assume all of your obligations under these Terms. We may assign our rights and/or obligations hereunder and/or transfer ownership rights and title to the Service to a third party without your consent or prior notice. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of the parties, their respective successors and permitted assigns. Any assignment not permitted under this Section 16.5 is null and void.

16.6. Severability.

These Terms will be enforced to the fullest extent permitted by applicable law. If any provision of these Terms is found by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will continue in full force and effect.

16.7. No Waiver.No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. No waiver under these Terms shall be effective unless made in writing and signed by an authorized representative of the party deemed to have granted the waiver.

Last updated: September 13, 2024