Terms and Conditions of Service and Use
The company SOLUTIONS PUBLISSOFT INC. (“Publissoft”) is an independent provider of digital products and services, such as website creation and hosting, search engine optimization, web callback services, and digital marketing, which are marketed through authorized partners.
1. LEGAL AGREEMENT
1.1. These Conditions govern access to and use of the publissoft.com website (the “Platform”), and all related services offered by Publissoft.
1.2. If you have entered into a separate service agreement with Publissoft (the “Service Agreement”), you are considered a “Client” and these Conditions apply in addition to the provisions set out in the Service Agreement. In the event of a conflict between these Conditions and the Service Agreement, the provisions of the Service Agreement shall prevail.
1.3. Any visitor who accesses, browses, or uses the Platform without having entered into a Service Agreement is considered a “User.” By accessing or using the Platform, you acknowledge and agree to be bound by these Conditions, even in the absence of a separate service agreement.
2. SERVICES
2.1. The use of the term “Services” in these Conditions includes all features, applications, content, and functionalities made available to the Client and the User via the Platform, unless expressly stated otherwise. If you are a Client, any definition of “Services” contained in your Service Agreement will apply jointly with those described in these Conditions.
3. TERM AND TERMINATION
3.1. These Conditions come into effect as soon as you access the Platform, benefit from any related service from Publissoft, or use them, and remain applicable as long as you continue to access or use them.
3.2. If you are a Client, the duration of your contractual relationship with Publissoft is governed by your separate Service Agreement. However, your access to and use of the website or the Platform remain subject to these Conditions even after the termination or expiration of your Service Agreement.
3.3. If you are a User, these Conditions remain in effect as long as you continue to access or use the Platform or any related service.
4. INFORMATION SHARING
4.1. Upon the expiration or termination of the Services, the Client acknowledges and agrees that Publissoft is authorized to destroy all data and information stored on its servers within a reasonable period (no less than thirty (30) days) following the expiration or termination of the Services or the cancellation of any user account, it being understood that Publissoft may retain copies of such data and information as required by law, for archival purposes, or insofar as they are created by automated computer backups and archived within standard computerized archiving systems, while maintaining the necessary technical and organizational measures.
5. CLIENT COMMITMENT
5.1. The Client agrees to operate its business in accordance with prevailing professional standards and in compliance with the laws and regulations applicable to its activities. It guarantees that its activities do not violate any current legislation or regulation and that it will always act ethically and professionally in the performance of its duties.
5.2. The Client specifically declares that it has complied with legal requirements regarding the processing of personal data, access to information, the protection of privacy, and the confidentiality of personal information. The Client acknowledges its obligation to comply with the Act to modernize legislative provisions as regards the protection of personal information (Law 25) and the Personal Information Protection and Electronic Documents Act (PIPEDA), notably by ensuring secure transmission of data and communicating only the information strictly necessary for the execution of the Services.
5.3. The Client agrees to comply with applicable federal and provincial laws in Canada that may govern the Internet, any international convention ratified or not by Canada, as well as any ethical recommendations related to the Internet originating from Canada or issued by the United Nations or one of its official bodies, regardless of the Client’s permanent or temporary place of representation.
5.4. As the principal publisher of the content, the Client agrees in particular to comply with provisions relating to intellectual property, respect for privacy, protection of confidential information, protection of minors online, freedom of the press, and more generally all provisions aimed at ensuring public order.
5.5. The Client acknowledges that Publissoft has neither the authority nor the duty to exercise permanent and effective control over the legality of the content, and therefore, the Client agrees to exercise this control itself. The Client acknowledges that Publissoft has no control over the data processed and used by the Client.
5.6. The Client agrees to correct and modify any information deemed unlawful according to any of the rules or recommendations issued by the bodies referred to in this article, within the period specified by such body or, failing that, within a maximum period of forty-eight (48) hours. In the absence of such diligence, Publissoft reserves the right to suspend, without delay and without prior notice, access to the Client’s service until it is fully compliant, without any refund, penalty, or compensation.
5.7. Since Publissoft does not guarantee that the domain name and/or published content do not conflict with any copyright, trademark, trade name, registered design or model, or other commercially exploited rights of a third party, it is the sole responsibility of the Client to carry out all necessary verifications to ensure the absence of such conflicts and to hold Publissoft harmless from any claim that may be brought against it in this regard.
5.8. The Client agrees to use email communication responsibly, particularly by refraining from sending messages containing content that may undermine public order, encourage discrimination, endanger national security, violate applicable laws, or infringe upon the rights of others.
6. USER COMMITMENT
6.1. The User agrees to use the Site and all its content solely for internal business purposes and/or to learn about Publissoft’s products and services, subject to compliance with these Terms of Use.
6.2. Publissoft reserves the right, at its sole discretion and without notice, to modify or remove the Platform, as well as any service or material offered on it. Publissoft disclaims any liability in the event of total or partial unavailability of the Platform, for any reason, at any time or for any duration. Publissoft reserves the right to restrict access to the Platform for Users or Clients.
6.3. The User is responsible for:
6.3.1. Taking all necessary steps to access the Platform;
6.3.2. Maintaining the security of all user accounts on the Platform, including but not limited to the User’s login, password, and all activities occurring under their accounts on the Platform; and
6.3.3. Having read and understood these Conditions.
7. INTELLECTUAL PROPERTY
7.1. Any material, contact list, note, formula, technology, idea, discovery, improvement, invention, material, drawing, recording, diagram, process, software (proprietary or not), know-how, copyright, trade secret, intellectual property, trademark, or any other form of content used or transmitted by Publissoft in the course of performing the Services or found on the Platform, in any tangible form, created or designed by the Client alone or in collaboration with others, whether or not patentable or protected by copyright (hereinafter referred to as “Intellectual Property”), remains the intellectual property of Publissoft and may not be used by the Client or the User.
7.2. The Client and/or the User may not reproduce, reuse, or distribute any element of the Intellectual Property.
7.3. The Client and/or the User agrees not to, in any way, misappropriate, infringe, or contest the validity, applicability, or ownership of any element of the Intellectual Property.
8. USAGE RESTRICTIONS
8.1. The Client and/or the User agrees not to, directly or indirectly, allow any third party to:
8.1.1. grant a license, grant a sublicense, sell, resell, assign, transfer, distribute, or otherwise provide or make available to a third party the Platform or the Services in any manner whatsoever;
8.1.2. modify or make derivative uses based on the Platform or the Services;
8.1.3. misuse the Platform or the Services, including adding “links” to any part of the Platform, “framing” or “mirroring” any part of the Platform or the Services on any other website or system, or extracting or otherwise improperly obtaining data from the Platform or the Services;
8.1.4. reverse engineer, decompile, modify, or disassemble the Platform or the Services, or any part thereof; or
8.1.5. send spam or any other form of duplicate or unsolicited messages.
8.2. The Client and/or the User agrees not to, directly or indirectly, access or use, or permit any other party to access or use, the Platform or the Services to:
8.2.1. design or develop a competing or substantially similar product or service;
8.2.2. copy or extract any feature, functionality, or content from it;
8.2.3. launch or cause the launch of any automated program or script, including a web robot, crawler, bots, indexers, viruses or worms, or any program that could make multiple requests to the server per second, or otherwise harm or interfere with the functioning and/or performance of the Platform or the Services; or
8.2.4. attempt to gain unauthorized access to the Services, their systems, or connected networks.
8.3. The use of the Platform, the performance of the Services, or access to Publissoft’s data does not grant the Client or the User any rights to the Platform or Publissoft’s data, except for the limited license granted above.
8.4. Except as specifically permitted by Publissoft with respect to the Platform, the Client and the User may not use or refer to in any way any name, logo, product, service name, trademark, copyright, or any proprietary indicator of Publissoft or its affiliates, alone or in combination with other letters, punctuation, words, symbols, and/or designs (the “Publissoft Trademarks and Names”) for any commercial purpose.
8.5. The Client and the User agree not to register, use, or claim ownership of any of the Publissoft Trademarks and Names, alone or in combination with other letters, punctuation, words, symbols, and/or designs, or with any similar mark, name, or title that could cause confusion, for any product or service.
9. DEFAULT
9.1. By using the Platform, you agree that Publissoft may, at any time and at its sole discretion, terminate and block your access to the Platform if Publissoft believes that you have violated the Conditions, the Service Agreement, or any other agreement or directive of Publissoft.
10. RELATIONSHIP BETWEEN PARTIES
10.1. Publissoft does not control and holds no ownership interest in the share capital of media or advertising space vendors from whom it purchases services on behalf of its Clients and, more generally, maintains no financial ties with such media or advertising space vendors. Conversely, said vendors do not control and hold no ownership interest in the share capital of Publissoft.
11. STATISTICS STATEMENT
11.1. The Client and the User acknowledge that Publissoft may provide them with data, including statistics, performance estimates, and other types of information, which illustrate results obtained by third parties. Publissoft states that this data is accurate to the best of its knowledge and has been obtained from reliable and independent sources.
11.2. The Client and the User also acknowledge that this data is provided for informational purposes only, that Publissoft does not conduct any analysis of the Client’s or User’s business, and that, as a result, the results obtained by the Client and/or User may differ.
12. INDEMNIFICATION
12.1. The Client and the User agree to fully indemnify, hold harmless, and defend Publissoft and its directors, officers, employees, agents, shareholders, affiliated companies, and other representatives (collectively the “Indemnified Parties”) against any claim, demand, action, lawsuit, liability, loss, or any judgment, settlement, or all fees and expenses (including, without limitation, reasonable legal fees and attorney’s fees), whether the claim originates from a third party or not, and whether it arises from or is related to: (1) any breach of any representation or warranty made by the Client under these Conditions; (2) any breach of any provision, obligation, or liability of the Client under these Conditions or under the law, in all cases whether or not caused by the negligence of Publissoft or any other Indemnified Party and whether or not the claim is well-founded; and (3) any damage, loss, event, or circumstance caused or alleged to have been caused, in whole or in part, by the Services, whether or not the claim is well-founded.
13. CONFIDENTIALITY
14. FORCE MAJEURE
14.1. Neither party shall be held liable for failure or delays in the performance of its obligations if such failure or delays result from the occurrence of a force majeure event, as defined in the Civil Code of Québec.
15. LIMITATION OF LIABILITY
15.1. The Client and/or the User expressly understand and agree that Publissoft shall not be held liable for any direct, indirect, incidental, special, punitive, consequential, exemplary, or other damages arising out of or in any way related to the Service Agreement or the use of the Platform and all or part of its Services, including, but not limited to, damages for loss of profits, clientele, enjoyment, data, or other intangible losses.
15.2. Without limiting the generality of the foregoing, Publissoft shall in no event be liable for damages caused by power or internet outages, equipment failure, computer viruses or worms, cybercrime, unauthorized access and control, misuse or abuse of computers, servers and/or their components, water damage, fire, smoke, failure to deliver materials or supplies, or any other matter or occurrence related to such an incident or beyond its reasonable control.
15.3. To the extent the above limitation of liability is found, in whole or in part, to be unenforceable or inapplicable for any reason, Publissoft’s total liability, regardless of the cause and regardless of the cause of action (including but not limited to negligence, strict liability, and other contractual or tort claims) arising from the Platform, the Services, or these Conditions, or in any way related thereto, shall be limited to the actual direct damages suffered by the Client or the User, up to the lesser of the following amounts: (i) one thousand dollars (\$1,000.00), (ii) three months of subscription fees, or (iii) the price of services already rendered and paid. This limitation of liability applies to all liabilities as a whole, including but not limited to those resulting from your use of the Platform or Services, or your inability to use them, or any other issue arising from the Platform or Services.
15.4. To the extent that a court of competent jurisdiction does not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation of liability may not apply to you.
16. BEST EFFORTS OBLIGATION
16.1. Publissoft cannot guarantee or represent that the Services will be uninterrupted or error-free. You acknowledge and agree that the Services may be unavailable at any time and for any legitimate reason (e.g., due to scheduled maintenance or a network failure). In such cases, Publissoft will make its best efforts to restore the availability and effectiveness of the Services. Additionally, the Services may be subject to limitations, delays, or other issues inherent to the use of the internet and electronic communications, and Publissoft and its affiliates are not responsible for any delay, delivery failure, or other damages, liabilities, or losses resulting from such issues.
17. SURVIVAL OF OBLIGATIONS
17.1. All provisions or obligations contained in these Conditions which, by their nature, must survive the termination of the relationship between the Parties shall remain in effect indefinitely, including but not limited to the rights and obligations of the Parties set out in the following sections: “Usage Restrictions,” “Default,” “Indemnification,” “Intellectual Property,” “Force Majeure,” “Limitation of Liability,” and “Governing Law.”
18. GOVERNING LAW AND DOMICILE
18.1. These Conditions are governed by the laws of the Province of Québec, without regard to conflict of law principles that would otherwise require the application of the laws of any other jurisdiction. The Parties agree to elect domicile in the judicial district of Montréal, Province of Québec, and designate it as the appropriate district for hearing any claim arising from the interpretation, application, performance, entry into force, validity, and effects of these Conditions.
19. ARBITRATION
19.1. If a Client or User resides or is domiciled outside the province of Québec, any dispute, controversy, or claim arising out of or relating to these Conditions or the Service Agreement, including any question regarding its existence, interpretation, validity, breach, termination, or the business relationship it creates, must be submitted to arbitration for final resolution in accordance with the arbitration rules of the Canadian Arbitration Association.
19.2. The hearing shall take place either in person in Montréal or remotely via videoconferencing software.
19.3. The Arbitration Tribunal must decide between the final offers made by each of the parties in their entirety, without any modification. The Arbitration Tribunal is not required to provide reasons for its decision.
19.4. There shall be no appeal of the Arbitration Tribunal’s decision on questions of fact, law, or mixed questions of fact and law.
19.5. The parties may also agree on the rules that will apply to the pre-hearing disclosure of documents and pre-hearing examinations, especially when the parties are from different provinces or countries.
20. NOTICES
20.1. Any notice or other communication required or permitted under these Conditions and to be given or made by one party must be in writing and delivered either in person, by registered mail, or by another means of communication that provides proof of receipt by the recipient. Receipt by the recipient shall be deemed to occur on: (i) the date of personal delivery; (ii) the date of signature of the acknowledgment of receipt; (iii) the business day following the date of dispatch by courier (unless the courier’s acknowledgment indicates a later delivery); or (iv) upon receipt of an acknowledgment of receipt.
21. UPDATES TO TERMS
21.1. Publissoft reserves the right to update and modify the Terms of Use at any time. You can view the most recent version of the Terms of Use by clicking on the “Terms of Use” hyperlink located at the bottom of our web pages. By using the Platform or the Services after the publication of a new version of the Terms of Use, you agree to the terms of that new version. Publissoft will inform you within a reasonable time of any changes made to these Conditions.
