General user conditions

IMPORTANT NOTICE : This is the general user convention (the « Convention ») which constitute a contract between you (physical or moral person) and Keybook with its principal business address at 2355, rue King Ouest, in Sherbrooke, province of Québec, Canada, J1J 2G6 or one of its affiliated (collectively named « Keybook ») and governs access and use of services and management solutions for business follow-up or contact management as well as any other services or solution offered from time to time by Keybook (the « Services ») by the Web sites www.keybook.com and http://clients.keybook.com (collectively called the « Site ») and the use of said Services.

PLEASE READ WITH ATTENTION ALL THE MODALITIES AND CONDITIONS OF THIS CONVENTION BEFORE SUBSCRIBING.

THIS CONVENTION CONTAINS THE GENERAL ACCESS CONDITIONS FOR THE SITE AS WELL AS THE USE OF THE SERVICES BY A CLIENT OR A USER BY CLICKING ON « I ACCEPT » BELOW, YOU RECOGNIZE HAVING READ THIS CONVENTION AND SHOW YOUR ACCEPTATION FOR THE MODALITIES AND CONDITIONS OF THIS CONVENTION. IF YOU DO NOT CONSENT TO RESPECTING THE MODALITIES AND CONDITIONS OF THIS CONVENTION, DO NOT CLICK ON THE ACCEPTATION BUTTON, DO NOT ACCESS THE SITE AND YOU WILL NOT BE ABLE TO USE THE SERVICES.

1. DEFINITIONS

« Subscription » represents the subscription of a Client to the Services following the signature of the client inscription form. « Data Base » represents the data base created from time to time by a Client and its Users through the Services and containing notably an ensemble of information related to the Client, the Users and to the business of the Client, including notably but not limited to the client list and their relative information.

« Client » represents any physical or moral person that subscribed to the Services, uses the Services and possesses identification and a Client password. Each Client is represented by one (or many) User(s), physical person(s) authorized by the Client to operate on his account on the Site.

« User » represents any physical person designed by the Client to do functions at or for a Client and possesses identification and a User password. The User acts in the name of the Client. To access the Services, a User has to be designed by the Client.
« Client Subscription Form » represents the document filled out by the Client to subscribe to the Services permitting him to create a Client account in order to access the Services.

« User Inscription Form » represents the document filled out by the Client to permit a User to access the Client account and the Services.

2. GRANTED RIGHTS

In return for the agreement in this convention, Keybook gives you a personal right, un-transferable and non exclusive and access to the Site and use of Services.

The rights granted in the terms of this Convention can not and must not be transferable without written authorization from Keybook.

3. CONDITIONS OF ACCESS TO SERVICES

3.1. Access

Access to Services can only be done through the Site, with the Internet network. Access to Services requires a connection to the Internet network. The Client and Users are the only responsible of their Internet connection and any fees related to that connection.

3.2. Creating an account

Creating a Client account


In order to access the Services, the Client must have subscribed and created an account. For this, the Client must have filled out the required spaces in the Client Subscription Form.

During the online subscription for the creation of a Client account, the Client recognizes that only true and exact information, updated and completed are provided. The Client can at any time modify the information on his account. If the Client can not modify his information, he may contact Keybook who will provide the necessary information to proceed to the modification of his information.

During online subscription, a user and password will have been chosen by the Client permitting him to access the Services and manage his account in order for the Client to benefit of his access to his information as well as the information contained in the Data Base. The Client can modify the information related to his account with his user and password.

For security and confidentiality reasons, only the combination of the user and password of the Client will permit access to the Services. The User and Password are the identity of the Client committing him for all uses done of the Services by him.

The Client account activation will be done once the Client has filled out the Client Subscription Form, once the required payment is done and once he has accepted the terms of this Convention.

Creating a User Account

A Client can create as many User accounts as he wants. Each User has his own user and password. The management of User accounts will be done by the Client, who can decide the authorization level granted to each of them and can, at any time withdraw the access rights to the Site and Services of a User. The Client is at all times responsible of each of his Users and the usage of the Site and Services done by them.

To access Services, the Client must record the User and create a User account for him. To do this, the Client will need to fill out the required spaces in the User subscription Form.

In order to access the Services, the Client must inscribe the User and create for him a User Account. In order to do this, the Client must fill out the required spaces in the User Subscription Form.

During online inscription for the creation of a User Account, the Client commits to providing strictly true, exact, updated and complete information. The Client can at all times modify the information of a User Account. If the Client can not modify the information, he may contact Keybook who will provide the information necessary to proceed to the modification of the information.

During the online inscription, a user and password will be chosen by the Client and will permit the User to access the Services and manage the User account so that the Client and the User only can benefit from the access to the Client Account, to the Services and the information contained in the Data Base. The User can not modify the password that was initially given to him by the Client and can not modify the information related to his account without the approval of the Client for such modifications.

For security and confidentiality reasons, only the combination of the user and password of a User will permit access to the Services. The user and password are proof of identification of the User and commits him personally, as well as the Client for any use done of the Services.

The activation of a User account will be done once the Client has paid the related fees and once the User has accepted the terms of this Convention, this acceptation will be required at his first access to the Services.

False Information

In the case where a Client provides false, inexact, damaged, incomplete information or is in violation of the dispositions of this article, Keybook will have the right to suspend or to delete, at its own discretion, the Client or User account without delay and to refuse him immediately and in the future, access to all or part of the Services.

3.3. Usage

No Client or User will divulge his user or password to anyone. Keybook will never request from a Client or User his password via a phone call or an unsolicited email.

The Client or the User must disconnect from his session and close the window of his browser at the end of his work session in order to avoid access from other users to the Client or User information contained in the Data Base.

In the case of fraudulent use of a Client account by a third party due to negligence from the Client or one of his Users, the Client will support any consequences thereof. If a Client or User has reason to believe that a person is using the identification elements, of his account or those of another User, he must inform Keybook immediately.

Keybook is not responsible in the case of usurpation of identity of a Client or User and can not be held responsible of any loss or damages resulting from the access to the Services or the information contained in the Data Base by a non-authorized person.

Keybook reserves the right to withdraw or modify the User names or to end any account use due to non authorized use no matter the cause.

3.4. Using the Services

The Client and Users are completely responsible of the usage of Services done by them, including but not limited to all communication done through the Services.

Within the frame of using the Services, the Client and the Users commit to:

    * No disturbing, slanderous racist, obscene, prompting to violence or racial heinous, religious or ethnic, related to pornography, affecting private life of a third party or in a general manner any illicit information or otherwise susceptible to negatively affect public order;
    * Not using the Site and Services with a goal of threat, harassment or injury or in a general manner in violation of the rights of a third party;
    * Insuring that any publicity transmitted by a third party on the Site or through Services (i) not be false, or imprecise (ii) not be fraudulent and does not imply the sale of counterfeit or stolen articles, (iii) does not contain computer program targeting the damaging or the clandestine interception of computer system, data or nominative information;
    * Stopping to send any publicity or any email to any third party advising of its wishes to no longer receive this type of publicity or email. The above mentioned list is not limited and Keybook reserves its right to modify it from time to time at its entire discretion. Keybook can not be held responsible of any conformed or non conformed, illicit uses of Services by a Client or User.

4. ACCESSIBILITY

Keybook commits to use all means at his disposition in order to insure continued access to the Site and Services.

The Site and the Services will normally be accessible 24h/7, except for required interruption hours for (i) the update and the maintenance of the Site and the Services, or (ii) in the case of incident on the network or emergency which would render necessary the temporary interruption of access to the Site and Services.

In the case of an interruption of the Site and Services, Keybook commits to deploying all efforts in order to restore access to the Site and Services in the best possible delays.

Furthermore, Keybook reserves the right, with a notice of eight (8) days transmitted to the Client, to temporarily interrupt all or part of access to the Site and Services for technical means. These interruptions will occur if possible between midnight and 6:00 a.m., normal Eastern Time, and Keybook will deploy its best efforts in order for these interruptions to last less than four (4) consecutive hours.

Keybook can not be held responsible of any temporary interruption, planed or not of the access of the Site and Services.

5. MAXIMUM CAPACITY FOR THE SERVICES

Each Client will be allotted a maximum capacity of space and of Mo per month for the transfer of emails. The Client commits to respecting the maximum capacity imposed by Keybook as per the Keybook package chosen and recognizes that extra fees can be invoiced for any extra usage over the limit imposed done by the Client.

6. ASSISTANCE

An assistance service is offered to the Clients and Users related to any question concerning the Site and the Services. This assistance is offered by phone at Keybook’s support service from Monday to Friday from 9:00 to 18:00, Eastern Time at 1 877 258 4542. The telephone fees related to the phone assistance will not be reimbursed by Keybook.

You can also receive assistance by sending an email to support@keybook.co Keybook will do all that is possible to answer within a delay of one (1) business day.

7. LENGTH AND TERMINATION

7.1. In Effect

This convention is in effect between Keybook and the Client starting at the activation of the Client’s account and in effect between Keybook and the User starting with the activation of the User account.

7.2. Duration

This Convention stays in effect between Keybook and a Client as long as (i) the subscription of the Client stays in effect and (ii) the Client consents to the terms of this Convention, as modified from time to tome.

This Convention stays in effect between Keybook and the User as long as (i) the subscription of a Client is in effect; (i) the Client consents to the terms of this Convention, as it is modified from time to time; (iii) as the User consents to the terms of this Convention, as it is modified from time to time; and (iv) as the Client has not withdrawn the access rights to the Site and Services to the User in question.

7.3. Suspension

Keybook reserves the right to refuse, limit or block the right of access to the Site or Services to any Client or User who does not totally or partially respect any of the usage conditions of this Convention.

Furthermore, if Keybook receives a complaint from a third party related to the use done by a Client of the Services affecting a third party’s rights, Keybook could then, temporarily suspend, without paying any damages to the Client, his access to the Services and this following the five (5) days delay after having sent a Last Notice letter to the Client indicating the nature of the complaint and the measures to be taken, and if the Client has not taken any measures to correct the Situation. In the case of repetition by the Client, Keybook will then have the right to temporarily suspend immediate access, without a Last Notice letter sent previously and without the right to compensation for the Client.

7.4. Termination

Despite the previous, this Convention could be unilaterally terminated by Keybook, without notice or Last Notice Letter, in the case of a violation to this Convention by the Client or the User. Such a termination for a violation done to one or the other of the dispositions of this Convention by a Client or a User does not give the Client the right to ask for compensation from Keybook. The Client will be advised by email of the termination of this Convention and consequently of the termination of his or of one of his Users to the Site and Services.

In the case of termination of access of a User, the Client will no longer permit access to the Site nor the Services to this User and the Client will no longer be able to create a new User account for this person whose access to the Site and Services was revoked by Keybook without having received consent from Keybook first.

In the case of termination of access of a Client, he and his Users will no longer have access to the Site and Services. However, the data contained in the Data Base, which are owned by the Client, will remain accessible for downloading for a period of thirty (30) days following the termination of the access of the Client. After the expiration of this delay, and unless otherwise indicated by the Client, Keybook will transfer to the Client, to his emergency email provided at the moment his Keybook account was created, in Data Base standard format, the totality of the data in the Data Base.

8. PRICE AND PAYMENT

8.1. Price

In order to access and use the Services, the Client must pay the amount associated to the package chosen ( « package amount »), all as per the terms and modalities of identified payments to the Client subscription Form.

Furthermore, the Client commits to paying the monthly license fees (« Monthly License Fees ») as mentioned in the User Subscription Form for each User for whom the Client has created an account and can access the Keybook Client account and to the Services in the name of the Client and this starting from the activation date of the User account and at the price in effect at the activation date of the User account. This Monthly License Fee must be paid in conformity with the terms and modalities of payment identified in the User Subscription Form.

8.2. Late or Default Payment

Keybook reserves the right, notably in the case of late or payment incident, to suspend access to the Client and his Users to the Services if the Client has not remediated to the payment default at the expiration of the ten (10) day delay prescribed by the Last Notice Letter sent to the Client. Restoration fees will be charged to the Client. In the case of suspension to the access to Services, the financial obligations of the Client will not be changed.

If, following the expiration delay of fifteen (15) days following the access suspension to the Services, the Client has not remediated to the payment default, or in the case of repetitive late payments, Keybook can without delay proceed to the termination of the Subscription.

Interests at the rate of twelve per cent (12%) per year, calculated monthly can be invoiced by Keybook for any late payment. Furthermore, Keybook reserves the right to invoice the Client for any fees related to the recovery of payment due.

8.3. Service

You may contact the payment and billing service of Keybook at 1 877.258.4542 or info@keybook.com:

9. OTHER OBLIGATIONS FOR THE CLIENT AND HIS USERS

The Client commits to taking all necessary measures in order to protect the confidentiality and entirety of the data contained in the Data Base and this, although this data is hosted by Keybook and accessible by the Site. Keybook will in no way be responsible of any divulgation or use of the information contained in the Data Base.

The Client and his Users commit to respecting the applicable ruling in the matters of intellectual propriety, protection of personal information, respect of private life and more generally commits to respecting the totality of the rules in effect.

10. ACCEPTING THE RISKS RELATED TO INTERNET USE


The Client and the Users declare accepting the characteristics and the limits of Internet and more particularly recognize the following :

    * They know the nature of Internet and particularly its technical performances and the response times that may be required with the goal of consulting, question or transfer information;
    * That the data circulating on Internet are subject to encrypting and to protection by password and of protection systems such as antivirus, and this without Keybook subscribing to a result obligation, Keybook declining any responsibility towards the Client;
    * That the data circulating on Internet may be regulated in usage terms or protected by propriety rights. The Client and Users are the only responsible of the usage of data they consult, request or transfer by the Site and the Services;
    * • It is the responsibility, with the idea of protection, of the Client and the Users to take all appropriate measures in order to protect their own data and/or softwares from the contamination of eventual viruses.



11. INDENISATION


Each User will be responsible of all prejudice direct or indirect, material or not caused by him.

The Client will be responsible of all direct or indirect prejudice, material or not, caused by him, his Users or any other person for whom he is responsible.

The Client hereby agrees and accepts fact and cause for Keybook as well as for the representatives, agents, administrators, officers, contractors and employees in the case of a judicial pursuit intended against one of them following a violation of the user conditions by the Client, his Users or any other person for whom he has responsibility and who could access the Site and Services.

12. INTELLECTUAL OWNERSHIP


The Site and the Services as well as any modifications that could be brought are a creation of Keybook and are protected by author’s rights. Any complete or partial copy, adaptation, translation, arrangement or modification of the Site or Services in any form or by any means is strictly prohibited without the authorization from Keybook and under predetermined conditions by Keybook.

The « KEYBOOK » and « KEYBOOK NETWORK », as well as any logo used from time to time by Keybook on the Site are the exclusive propriety of Keybook and can not be used by the Client or any Users without written agreement from Keybook. Each Client and User commits in not using them, or anything similar, nor distribute in any way without the written agreement from Keybook.

Keybook is and stays at all times owner of the Keybook application and all its improvements that can be brought and in consequence stays the one and only owner of the source codes and all the rights of intellectual ownership related to Keybook.

The Client is not an owner and has the right only on the data saved in the Data Base.

13. KEYBOOK RESPONSIBILITIES

The use of the Site and the Services is done at your own risks.

Keybook, as well as its subsidiaries are not responsible of direct or indirect damages of any nature that may be caused by the Client or the Users or any other moral or physical persons (such as but not limited to the financial or commercial prejudice, or exploitation losses) resulting in omission of access to the Site or the use of Services, including any lost of data, whether these damages come from any possible sources including but not limited to human or technical error, technical problems of the electronic or communication network, of the online computer systems, of the servers, of computer equipment, of software’s, of transmissions of data or any other congestion or technical problem of the Site or others.

In the eventuality where the responsibility of Keybook is retained, compensation of the prejudice subjected by the Client from Keybook can not exceed the amount of months left to the Subscription and in any state of cause, can not exceed the amount equivalent to six (6) months of Subscription.

14. CONFIDENTIALITY


The personal information and data collected on a Client or a User by Keybook within the frame of the Subscription, the account creation for access to Services or the use of the Services by them stays the propriety of the Client or User, if the case be.

Keybook commits to not communicating or broadcasting to a third party this information or data without the agreement of the Client or the User, the case be, except for technical and/or back-up necessities and commits to use them in the conformity of the Keybook Confidentiality Policy, which is an integral part of this Convention.

15. MAJOR FORCE

Keybook will not be responsible for the non-execution, complete or in part, of any of its obligations towards the Client, nor the damages possible to be subjected to if these non-executions, damages or losses are the result of a case of major force or of a circumstance out of the control of Keybook.

16. MODIFICATIONS TO THE SERVICES

Keybook reserves the right, at any time and at his entire discretion, to modify, improve or add functions to the Site and Services.

17. MODIFICATIONS TO THE PRESENT CONVENTION


Keybook reserves the right to modify at any time any of the conditions in this Convention. These modifications will take effect and will apply to all its Clients and Users as soon as (i) the new version is displayed online on the Site, or (ii) ten (10) days following the online display in the eventuality that they affect the Services used before the display date.

If a Client or a User refuses the application of the modifications brought to this Convention, he will then be presumed to be refusing the modalities and conditions of this Convention, must advise Keybook of this refusal and should no longer access the Site and not continue to use the Services.

It is the responsibility of the Client and the Users to regularly consult the general conditions in this Convention.

Keybook reserves the right to advise the Client and the Users of changes, modifications or other addition done to this Convention, Site or Services by publishing a message on the Site or by sending an email informing of the said changes.

18. MISCELLANEOUS


This Convention is controlled and interpreted in virtue of the applicable laws in effect in the province of Quebec. Any dispute from or related to the browsing on the Site or to the use of the Services will be submitted to the competence of the courts of the district St-François, province of Quebec.

This Convention is also available in French. In the case of contradictions in the dispositions of the French and English versions, the dispositions of the French version will prevail.

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For any information request related to Keybook : info@keybook.com

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support@keybook.com
Telephone : 1-877-258-4542