Last update: November 17, 2020
Hello! Thank you for helping your favorite places and shops to better serve you!
What follows may seem long and boring, but hey, it’s not a lot to drink either, and it’s important! In fact, this document, which is a contract between you and us, explains your obligations, your rights, and our commitments to you as part of our provision of our great platform Hexa!
We have made every effort to provide you with this information in a simple and efficient manner, but if you have any questions regarding the following, you may contact us at firstname.lastname@example.org. We are here to help! 🙂
This Agreement applies to your use of the Services (as defined below). Please read this Agreement carefully before using or accessing the Services, as it contains important information about your obligations when using the Services.
When used in this Agreement with their first letter in capital letters, in addition to terms defined elsewhere in this Agreement, the following terms shall have the following meanings :
- “Anonymized Data” means Usage Data, User Data and other data generated by the Services that has been processed using an industry-standard technology or de-identification method and therefore no longer relates to an identified or identifiable individual or entity. It is understood that Anonymized Data does not include Personal Data.
- “Commerce” means any entity using the Platform and subscribing to our Services for their functionalities dedicated to businesses, shops and other commercial establishments.
- “Confidential Information” means all information of one Party that is or will be in the possession of the other Party relating to the business, property, affairs or finances of the Disclosing Party, or any person, firm, corporation or other entity, and which the Disclosing Party has an obligation to keep confidential, including, but not limited to, trade secrets, source codes, customer lists, business research, and the terms and conditions of this Agreement.Confidential Information may be in written, printed, digital or oral form, and includes all other types of information that is designated, verbally or in writing, as confidential by the Disclosing Party at the time of disclosure to the Recipient Party, or that the Recipient Party should know would constitute Confidential Information in light of the circumstances under which it became aware of it.
- “Intellectual Property” means all intellectual property, including, without limitation, works, inventions (patentable or unpatentable), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, questionnaires, images, reports, results, analyses, software, models, research and development information, technical information, prototypes, specifications, models, designs, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trade-marks and all proprietary rights under patent law, copyright law, trade-mark law, industrial design law, semiconductor chip law, or any other statutory provision or principle of civil or common law applicable to the protection of information or intangible property rights, including trade secret law, which may confer an interest in any of the foregoing, and all applications, registrations or other evidence of an interest in any of the foregoing.
- “Law” means any statute, regulation, rule, code, ordinance, constitution, treaty, common law, judgment, decree or other requirement of any federal, provincial, territorial, municipal or foreign government or any political subdivision thereof, or of any arbitrator, court or tribunal of competent jurisdiction.
- “Personal Data” means information that would meet the definition of “personal information” or “personal data” (or similar nomenclature) under applicable Law.
- “Platform” means our Hexa SaaS (software as a service) web application, accessible via the address www.hexa.app and at the addresses created for each participating Business in the form www.hexaopinion.com/ [name of the Business], allowing you, in particular, to give your opinion on your satisfaction with the Businesses, by answering questionnaires, and allowing the Businesses, on the other hand, to be attentive to your needs.
- “Services” means :
- the Platform
- all the technologies we have developed (software, hardware, algorithms, codes, processes, user interfaces, know-how, techniques, models, drawings and other technical or information materials, whether tangible or intangible);
- the system administration, hosting, management and monitoring activities that we perform in relation to the web interface that we make available.
- “Usage Data” means data captured and/or generated by the Services relating to statistics, trends, performance and analysis, such as page views, performance statistics, and error frequency, and electronic device attributes, such as browser name and version, operating system and country.Usage Data is generally used to improve our Services, monitor performance, and understand popular features.
- “User Data” means (i) any Personal Data; and (ii) any data generated or submitted by User through the Services. Notwithstanding anything to the contrary in this Agreement, Anonymized Data and Usage Data is not considered User Data.
The Services are not intended for use by persons under the age of 16.
Lanla may amend this Agreement at any time. You are bound by any such changes and should therefore periodically visit this page to review the then-current Agreement. If you do not agree to any term, condition or modification of this Agreement, you must immediately stop using our Services. Your continued use of our Services following the posting of such changes constitutes your acceptance of those changes.
Lanla may, at any time, without notice or liability, and for any reason whatsoever, terminate, modify, suspend or discontinue any aspect of the Platform. Lanla reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Services at any time without notice, but confirms that it has no obligation to do so. Lanla and its service providers will also have the right to terminate your use of the Services in accordance with Section 9 below.
3. USE OF SERVICES
This Section 3 delineates what you may and may not do when using our Services. You hereby represent and warrant that, except with our written authorization, you will not use the Services in any manner whatsoever:
- that is prohibited by applicable Laws or this Agreement;
- that will interfere with the use or enjoyment of the Services by third parties, including if such use results in automated, constant, repeated requests for data other than as permitted by this Agreement and has an adverse effect on our systems or network, including abnormal usage that overloads servers or causes parts of our network to be blocked (for example, denial of service attacks and distributed denial of service attacks);
- who uses the Services to create, transmit, distribute or store material that violates the Intellectual Property, privacy, publicity or other personal rights of individuals, export control, or which may otherwise be threatening, abusive, hateful, or which constitutes or encourages conduct that would be considered fraud, a criminal offense, or give rise to civil liability;
- that results in the distribution, disclosure or use of any of the Services in any form to or by unauthorized third parties, including through any timesharing service, service bureau, network or by any other means;
- which involves the use of any robot, spider, scraper, deep link or other similar automated data collection or extraction tool, program, algorithm or methodology to access, acquire, copy or monitor the Services or any part of the Services;
- which involves decompiling, disassembling or otherwise reverse engineering or attempting to reconstruct or discover any source code or the ideas or algorithms of any of the Services underlying the technology by any means;
- that involves breaking into our security, including, without limitation:
- posting or transmitting any file that contains viruses, worms, Trojan horses or any other contaminating or destructive features;
- interfering with the proper operation of the Services;
- attempting to hack security requirements or processes in the use of the Services;
- attempting to access any part of the Services (or any of their systems, networks, servers or other related equipment) that you are not authorized to access;
- modifying or tampering with the Services in any unauthorized manner.
- attempting to disrupt in any way whatsoever the operation of the Services, its servers or its network;
- disobeying any requirements, procedures, policies or regulations of your network connected to the Services;attempting to disrupt in any way whatsoever the operation of the Services, its servers or its network;
- manipulating identifiers to disguise the origin of any content transmitted or uploaded to the Services, or the source of any content;
- (collectively, the “Abuses”).
You hereby agree and acknowledge that an indirect or attempted violation of this Section 3. will be considered Abuse. If we discover that you are about to commit Abuse (including facilitating Abuse), we may preventively suspend all or part of the Services with or without notice to you.
4. INTELLECTUAL PROPERTY
We remain at all times the exclusive owner of all right, title and interest, including all Intellectual Property rights, in and to the Services, the Platform and our Confidential Information. Notwithstanding anything to the contrary, we shall remain the exclusive owner and holder of all right, title and interest, including all Intellectual Property rights, in any suggestions, enhancement requests, recommendations or other comments provided by you via the Platform, to the extent they relate to the Services or the Business, and you hereby assign to Lanla, without limitation of any kind, all your right, title and interest in and to such items, with Lanla accepting such assignment.
You remain the exclusive owner of all right, title and interest in and to your Intellectual Property.
You own all right, title and interest in and to all User Data, provided that you hereby grant us an irrevocable, fully-paid, non-exclusive, royalty-free, limited, worldwide license to aggregate, reproduce, distribute, use and display the User Data as may be necessary for us to provide our Services or to exercise our rights and obligations under this Agreement.
In consideration of the foregoing paragraph, you hereby grant us an irrevocable license (but only under this Agreement), fully paid, non-exclusive, royalty-free, limited and worldwide to aggregate, reproduce, distribute, use and display the User Data as may be necessary for us to provide the Services to you or to exercise our rights and obligations under this Agreement.
Notwithstanding anything to the contrary in this Agreement, you agree and acknowledge that Lanla owns all right, title and interest, including all Intellectual Property rights, in the Anonymized Data and Usage Data.
Subject to your compliance with this Agreement, we hereby grant you a non-exclusive, non-sublicensable, non-assignable, revocable (but only under the terms of this Agreement) right and license to access and use the Services, including the Platform, for your lawful personal use. All rights not expressly granted herein are reserved to Lanla.
6. PERSONAL DATA
You hereby agree to indemnify, defend and hold us (including our representatives) harmless from and against any and all claims, penalties, fines, costs, expenses (including reasonable attorneys’ fees), actions, damages, losses or liabilities arising directly or indirectly out of, connected with, related to, or resulting from (i) your access, use or alleged use of the Services in a manner not authorized by this Agreement; and (ii) your negligence, fraud and/or willful misconduct.
8. DISCLAIMER OF LIABILITY
Lanla is not responsible for the verification of the information provided by the Commerces via the Platform. We assume no responsibility for the interactions that may occur between you and any Commerce as a result of your use of the Services.
You are solely responsible for the accuracy, truthfulness and quality of the User Data and any content or information provided directly or indirectly by you through the Services. We have no control over and accept no responsibility for the accuracy, truthfulness and quality of the User Data. You acknowledge and agree that all results produced or obtained through the Services (or their use) are for informational purposes only.
We do not operate wireless communications network services or other communications service providers through which you may access the Services, and we have no control over their activities as providers of such services. Accordingly, (i) we disclaim any responsibility for or in connection with your use of such providers to access the Services and (ii) we cannot guarantee the confidentiality or security of wireless data transmissions.
The Services may contain links to integration partners, websites or third-party content. We are not responsible for integration partners, third party websites or third party content.
9. CESSATION OF USE
If you breach any provision of the Agreement, you may no longer use the Services. Lanla, in its sole discretion, will determine whether the Agreement has been breached.
10. APPLICABLE LAW
To the extent permitted by applicable Law, the validity, interpretation and performance of this Agreement and the legal relationship between you and us shall be governed by and construed in accordance with the applicable Laws of the Province of Quebec, Canada, and the federal law applicable therein, without giving effect to any choice or conflict of law provisions or rules (whether in Quebec or any other jurisdiction) that would result in the application of the laws of any jurisdiction other than Quebec, Canada. The law known as the United Nations Convention on the International Sale of Goods is specifically excluded from the application of the Terms of Service.
Any lawsuit, action or legal proceeding arising out of this Agreement or any transaction under this Agreement shall be instituted in Montreal, Quebec, Canada.
11. GENERAL PROVISIONS
The waiver of a breach of any provision of this Agreement shall not constitute or be construed as a waiver of any other or subsequent breach.
If any provision of this Agreement is in violation of any applicable Law, or is unlawful for any reason, such provision shall be self-destructive without affecting the validity of the remaining provisions.
We may assign or transfer this Agreement, in whole or in part, at any time as part of a bona fide corporate reorganization, sale of our assets, merger and acquisition or judicial liquidation. You may not assign or transfer this Agreement, in whole or in part, to any other person without our prior written consent, which shall not be unreasonably withheld. Any attempt by you to assign this Agreement without our consent is void. You may not transfer or assign to anyone else, temporarily or permanently, any right to use the Services or any part of the Services.