Terms and Conditions of Service and Use
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 Terms govern access to and use of the publissoft.com website (the “Platform”), and of 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 Terms apply in addition to the provisions set out in the Service Agreement. In the event of a conflict between the Terms 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 therefore acknowledge and agree to be bound by these Terms, even in the absence of a separate service agreement.
2. Services
2.1. The use of the term “Services” in these Terms includes all functionalities, applications, content and features made available to the Client and the User through the Platform, unless expressly stated otherwise. If you are a Client, any definition of “Services” in your Service Agreement will apply together with those described in these Terms.
3. Term and termination
3.1. These Terms come into effect as soon as you access the Platform, benefit from any other related Publissoft service, or use them, and remain applicable for as long as you continue to access or use them.
3.2. If you are a Client, the term 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 Terms even after the termination or expiry of your Service Agreement.
3.3. If you are a User, these Terms remain in effect for as long as you continue to access or use the Platform or any other related service.
4. Information sharing
4.1. Upon expiry or termination of the Services, the Client acknowledges and agrees that Publissoft is authorized to destroy all data and information kept on its servers within a reasonable time (not less than thirty (30) days) after the expiry or termination of the Services or the deregistration of any user account, it being understood that Publissoft may keep copies of such data and information to the extent required by law, for archiving purposes, or to the extent they are created by automatic computer backups and archived as part of normal computerized archiving systems, while maintaining the necessary technical and organizational measures.
5. Client commitment
5.1. The Client undertakes to operate its business in accordance with applicable professional standards and in compliance with the laws and regulations applicable to its activities. It warrants that its activities do not contravene any legislation or regulation in force and that it will always act ethically and professionally in the performance of its duties.
5.2. The Client more specifically declares that it has met the 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), in particular by ensuring the secure transmission of data and by communicating only the information strictly necessary for the performance of the Services.
5.3. The Client undertakes to comply with the federal and provincial laws in force in Canada that may govern the Internet, any international convention whether or not ratified by Canada, as well as any Internet ethics recommendation of Canadian origin 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. The Client, as the main publisher of the content, undertakes in particular to comply with the provisions relating to intellectual property, privacy, the protection of confidential information, the protection of minors on the Internet, freedom of the press and, more generally, all provisions aimed at ensuring the protection of public order.
5.5. The Client acknowledges that Publissoft has neither the power nor the duty to exercise permanent and effective control over the lawfulness of the content and, as a result, the Client undertakes 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 undertakes to correct and modify any information deemed unlawful under any of the rules or recommendations issued by one of the bodies referred to in this article, within the time limit set by said body or, failing that, within a maximum of forty-eight (48) hours. Failing such diligence, Publissoft reserves the right to suspend, immediately and without notice, access to the Client’s service until it is fully compliant, without any refund, penalty or compensation.
5.7. As Publissoft does not guarantee that the domain name and/or the published content does not conflict with any copyright, trademark, corporate name, or design registered or commercially used by a third party, it is solely the Client’s responsibility to carry out any useful verification to ensure the absence of such conflicts and to undertake to hold Publissoft harmless from any recourse that may be brought against it in this regard.
5.8. The Client undertakes to use electronic messaging responsibly, in particular by refraining from transmitting messages containing content likely to undermine public order, encourage discrimination, endanger national security, contravene the laws in force or infringe the rights of others.
5.9. Third-party interventions and damage caused to the website As long as the client benefits from a website management, maintenance, administration, support, design or redesign service from Publissoft, any modification made by the client or by a third party is their sole and exclusive responsibility. To ensure the proper functioning of the website and the proper performance of the service subscribed to, it is recommended that such modifications be requested from and carried out by Publissoft. If modifications made by the client or third parties cause errors, damage, incompatibilities, outages or alterations in the functioning of the website, Publissoft will not be responsible for the consequences arising from these actions. Any review, repair, restoration or reconfiguration work required to restore the proper functioning of the website will be considered an additional service and will incur an additional cost, subject to a prior quote.
6. User commitment
6.1. The User undertakes to use the Site, and all of 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 all 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. Making all necessary arrangements to have access to the Platform;
6.3.2. Maintaining the security of all of their user accounts on the Platform, including, but not limited to, the User’s login and password, and for all activities occurring under their accounts on the Platform; and
6.3.3. Having read and understood these Terms.
7. Intellectual property
7.1. All material, contact lists, notes, formulas, technology, ideas, discoveries, improvements, inventions, material, drawings, recordings, diagrams, processes, software (proprietary or not), know-how, copyrights, trade secrets, intellectual property, trademarks or any other form of content used or transmitted by Publissoft in the performance of the Services or found on the Platform, in whatever material form, made or designed by the Client, alone or in collaboration with others, whether or not patentable or protected by copyright (hereinafter the “Intellectual Property”), are and remain 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 undertakes not to, in any way whatsoever, misappropriate, infringe or challenge the validity, enforceability or ownership of any element of the Intellectual Property.
8. Restrictions on use
8.1. The Client and/or the User undertakes not to, directly or indirectly, allow a third party to:
8.1.1. license, sublicense, sell, resell, assign, transfer, distribute or otherwise provide or make available to a third party the Platform or the Services, in any way;
8.1.2. modify or make derivative uses based on the Platform or the Services;
8.1.3. make inappropriate use of 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 scraping data 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 undertakes not to, directly or indirectly, access or use, or allow any other party to access or use, the Platform or the Services to:
8.2.1. design or develop a competitive or substantially similar product or service;
8.2.2. copy or extract any feature, functionality or content from them;
8.2.3. launch or cause to be launched any automated program or script, including a web robot, a “crawler”, robots, indexers, “bots”, computer viruses or worms, or any program that could make multiple requests to the server per second, or cause harm to or hinder the operation and/or performance of the Platform or the Services; or
8.2.4. attempt to gain unauthorized access to the Services, their systems or their connected networks.
8.3. The use of the Platform, the performance of the Services or access to Publissoft’s data do not confer on the Client or the User any right in or to the Platform or Publissoft’s data, except for the limited license granted above.
8.4. Except as specifically permitted by Publissoft in relation to the Platform, the Client and the User may not use or refer in any way to any name, logo, product, service name, trademark, copyright or other proprietary indicia of Publissoft or its subsidiaries, 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 undertake 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 or potentially confusing mark, name or title, 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 considers that you have violated the Terms, the Service Agreement, or any other Publissoft agreement or guideline.
10. Relationship between the parties
10.1. Publissoft does not control and has no interest in the share capital of the companies selling advertising media or space from which it purchases services on behalf of its Clients and, more generally, has no financial ties with sellers of advertising media or space. Conversely, said sellers of advertising media or space do not control and have no interest in the capital of Publissoft.
11. Statistics disclaimer
11.1. The Client and the User acknowledge that Publissoft may provide them with data, including statistics, performance estimates and other types of information, illustrating the results obtained by third parties. Publissoft declares that this data is accurate to the best of its knowledge and that it was obtained from reliable and independent sources.
11.2. The Client and the User also acknowledge that this data is provided for information purposes only, that Publissoft does not carry out any analysis of the Client’s or the User’s business and that, consequently, the results obtained by the Client and/or the User may differ.
12. Indemnification
12.1. The Client and the User undertake to fully indemnify, hold harmless and defend Publissoft and its directors, officers, employees, agents, shareholders, affiliates and other representatives (together the “Indemnified Parties”) against any claim, demand, action, lawsuit, liability, loss or any judgment, settlement or any costs and expenses (including, without limitation, reasonable attorneys’ fees and costs), whether the claim comes from a third party or not and whether it arises from or relates to: (1) any breach of any representation or warranty of the Client contained in these Terms, (2) any breach of any provision, obligation or responsibility of the Client under these Terms 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 be caused by or in connection with, in whole or in part, the Services, and whether or not the claim is well founded.
13. Privacy
13.1. The Client acknowledges having read, understood and agreed to be bound by the Privacy Policy at: https://publissoft.com/en/privacy-policy/
14. Force majeure
14.1. No party shall be held liable for any failure or delay in the performance of its obligations if such failure or delay results from the occurrence of a superior force, 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 from or related in any way to the Service Agreement or to 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 held liable for damages caused by power or Internet interruptions, equipment failure, computer worms or viruses, cybercrime, unauthorized access and control, misuse or abuse of computers, servers and/or their components, water damage, fire, smoke, non-delivery of materials or supplies, or any other matter or thing related to such an incident or beyond its reasonable control.
15.3. To the extent that the foregoing limitation of liability is, in whole or in part, held to be inapplicable or unenforceable for any reason, Publissoft’s overall liability, whatever the reason and whatever the cause of action (including, but not limited to, negligence, strict liability and other contractual or extra-contractual causes of action) arising from or relating in any way to the Platform, the Services or these Terms, shall be limited to the direct damages actually 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, (iii) the price of the services already provided and paid for. This limitation of liability applies to all liabilities in the aggregate, including, but not limited to, those resulting from your use of the Platform or the Services, or your inability to use them, or any other matter arising from the Platform or the 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 a case, Publissoft will use its best efforts to restore the availability and effectiveness of the Services. Also, the Services may be subject to limitations, delays or other problems inherent in the use of the Internet and electronic communications, and Publissoft and its subsidiaries are not responsible for any delay, failure to deliver, or other damage, liability or loss resulting from such problems.
17. Survival of obligations
17.1. All articles or obligations contained in these Terms which, by their nature, must survive the end of the relationship between the Parties shall remain in effect indefinitely, including, without limitation, the rights and obligations of the Parties set out in the following articles: “Restrictions on use”, “Default”, “Indemnification”, “Intellectual Property”, “Force majeure”, “Limitation of liability” and “Governing law”.
18. Governing law and choice of domicile
18.1. These Terms are governed by the laws of the Province of Quebec, without regard to conflict of laws 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 Montreal, Province of Quebec, and choose it as the appropriate district for the hearing of any claim arising from the interpretation, application, performance, entry into force, validity and effects of these Terms.
19. Arbitration
19.1. If a Client or a User resides or is domiciled outside the Province of Quebec, any dispute, controversy or claim arising out of or relating to the Terms or the Service Agreement, including any question regarding its existence, interpretation, validity, breach, termination or the business relationship it creates, shall be submitted to arbitration, which shall resolve it finally under the arbitration rules of the ADR Institute of Canada.
19.2. The hearing will be held either in person in Montreal or remotely via videoconferencing software. 19.3. The Arbitral Tribunal must decide between the final offers made by each of the parties, in their entirety, without any modification. The Arbitral Tribunal is not required to give reasons for its decision.
19.4. There will be no appeal from the decision of the Arbitral Tribunal on questions of fact, law or mixed fact and law.
19.5. The parties may also decide on the rules that will apply to the disclosure of documents and examinations prior to the hearing, particularly when the parties come from different provinces or countries.
20. Notices
20.1. Any notice or other communication required or permitted under these Terms and to be given or made by a party must be in writing and delivered either by hand, by registered mail or by any other means of communication that allows proof of its receipt by the addressee. Receipt by the addressee will be deemed to occur upon: (i) the date of personal delivery; (ii) the date of signature of the acknowledgment of receipt; (iii) the business day following dispatch by courier (unless the courier’s acknowledgment of receipt shows a later delivery); or (iv) receipt of an acknowledgment of receipt.
21. Updates to the terms
21.1. Publissoft reserves the right to update and modify the terms of use at any time. You can consult the most recent version of the terms of use by clicking on the “Terms of Use” hyperlink 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 accept the terms of this new version. Publissoft will inform you within a reasonable time of any changes made to these Terms.