1.1 Your use of TGMT-Systems Inc. products, software, services and web sites (referred to collectively as the "Services" in this document and excluding any services provided to you by TGMT-Systems Inc. under a separate written agreement) is subject to the terms of a legal agreement between you and TGMT-Systems Inc. whose principal place of business is at 1205 Queens Park, Gatineau, Quebec, Canada, J9J 2Z2. This document explains how this agreement is made up, and sets out the terms of this agreement.
1.2 The terms of this agreement form a legally binding agreement between you and TGMT-Systems Inc. in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the "Terms".
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by TGMT-Systems Inc. in the user interface for any Service; or
(B) by actually using the Services. In this case, you understand and agree that TGMT-Systems Inc. will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with TGMT-Systems Inc., or (b) you are a person barred from receiving the Services under the laws of the Canada or other countries including the country in which you are resident or from which you use the Services.
2.4 Before you continue, you should print off or save a local copy of the Terms for your records.
3.1 Where TGMT-Systems Inc. has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with TGMT-Systems Inc..
3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
4.1 TGMT-Systems Inc. may have subsidiaries and affiliated legal entities ("Subsidiaries and Affiliates"). Sometimes, these companies could be providing the Services to you on behalf of TGMT-Systems Inc. itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.
4.2 TGMT-Systems Inc. is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which TGMT-Systems Inc. provides may change from time to time without prior notice to you.
4.3 You acknowledge and agree that while TGMT-Systems Inc. may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by TGMT-Systems Inc. at any time, at TGMT-Systems Inc.' discretion.
5.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to TGMT-Systems Inc. will always be accurate, correct and up to date.
5.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the Canada or other relevant countries).
5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by TGMT-Systems Inc., unless you have been specifically allowed to do so in a separate agreement with TGMT-Systems Inc.. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including but not limited to the use of scripts or web crawlers).
5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.5 You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
5.6 You agree that you are solely responsible for (and that TGMT-Systems Inc. has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which TGMT-Systems Inc. may suffer) of any such breach.
6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
6.2 Accordingly, you agree that you will be solely responsible to TGMT-Systems Inc. for all activities that occur under your account.
6.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify TGMT-Systems Inc. immediately at:
7.2 You agree to the use of your data in accordance with TGMT-Systems Inc.' privacy policies.
8.1 You acknowledge and agree that TGMT-Systems Inc. (or TGMT-Systems Inc.' licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by TGMT-Systems Inc. and that you shall not disclose such information without TGMT-Systems Inc.' prior written consent.
8.2 Unless you have agreed otherwise in writing with TGMT-Systems Inc., nothing in the Terms gives you a right to use any of TGMT-Systems INC's trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
8.3 Other than the limited license set forth in Section 9, TGMT-Systems Inc. acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with TGMT-Systems Inc., you agree that you are responsible for protecting and enforcing those rights and that TGMT-Systems Inc. has no obligation to do so on your behalf.
8.4 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
8.5 Unless you have been expressly authorized to do so in writing by TGMT-Systems Inc., you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
9.1 TGMT-Systems Inc. gives you a non-assignable and non-exclusive license to use the software provided to you by TGMT-Systems Inc. as part of the Services as provided to you by TGMT-Systems Inc. (referred to as the "Software" below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by TGMT-Systems Inc., in the manner permitted by the Terms.
9.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by TGMT-Systems Inc., in writing.
9.3 Unless TGMT-Systems Inc. has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
9.4 The license to use the software provided to you by TGMT-Systems Inc. is for individual named users. Each physical person accessing the Services must have an individual user account within your account.
10.1 The Software which you use may automatically display, download and install updates from time to time from TGMT-Systems Inc.. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit TGMT-Systems Inc. to deliver these to you) as part of your use of the Services.
11.1 The Terms will continue to apply until terminated by either you or TGMT-Systems Inc. as set out below.
11.2 If you want to terminate your legal agreement with TGMT-Systems Inc., you may do so by (a) notifying TGMT-Systems Inc. at any time and (b) closing your accounts for all of the Services which you use, where TGMT-Systems Inc. has made this option available to you. Your notice should be sent, in writing, to TGMT-Systems INC's address which is set out at the beginning of these Terms.
11.3 TGMT-Systems Inc. may at any time, terminate its legal agreement with you if:
(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) TGMT-Systems Inc. is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) the provision of the Services to you by TGMT-Systems Inc. is, in TGMT-Systems Inc. opinion, no longer commercially viable.
11.4 Nothing in this Section shall affect TGMT-Systems Inc. rights regarding provision of Services under Section 4 of the Terms.
11.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and TGMT-Systems Inc. have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.
11.6 At any time during the term of this Agreement at the Customer's request or upon the termination or expiration of this Agreement for any reason, Service Provider shall securely dispose of all electronic data stored in the user's account according to the Service Provider's data retention policy.
12.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 12 AND 13, SHALL EXCLUDE OR LIMIT TGMT-Systems INC'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
12.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
12.3 IN PARTICULAR, TGMT-Systems Inc., ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
12.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
12.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TGMT-Systems Inc. OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
12.6 TGMT-Systems Inc. FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
13.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 12.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT TGMT-Systems Inc., ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY CHANGES WHICH TGMT-Systems Inc. MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(III) YOUR FAILURE TO PROVIDE TGMT-Systems Inc. WITH ACCURATE ACCOUNT INFORMATION;
(V) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
13.2 THE LIMITATIONS ON TGMT-Systems INC'S LIABILITY TO YOU IN PARAGRAPH 13.1 ABOVE SHALL APPLY WHETHER OR NOT TGMT-Systems Inc. HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
14.1 The Services may include hyperlinks to other web sites or content or resources. TGMT-Systems Inc. may have no control over any web sites or resources which are provided by companies or persons other than TGMT-Systems Inc..
14.2 You acknowledge and agree that TGMT-Systems Inc. is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
14.3 You acknowledge and agree that TGMT-Systems Inc. is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any information, services, products or other materials on, or available from, such web sites or resources.
15.1 TGMT-Systems Inc. may make changes to the Terms from time to time. When these changes are made, TGMT-Systems Inc. will make a new copy of the Terms available at https://www.kohezion.com/licenseagmt.jsp and any new Additional Terms will be made available to you from within, or through, the affected Services.
15.2 You understand and agree that if you use the Services after the date on which the Terms have changed or Additional Terms were added, TGMT-Systems Inc. will treat your use as acceptance of the updated Terms or Additional Terms.
16.1 The Terms constitute the whole legal agreement between you and TGMT-Systems Inc. and govern your use of the Services (but excluding any services which TGMT-Systems Inc. may provide to you under a separate written agreement), and completely replace any prior agreements between you and TGMT-Systems Inc. in relation to the Services.
16.2 You agree that TGMT-Systems Inc. may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
16.3 You agree that if TGMT-Systems Inc. does not exercise or enforce any legal right or remedy which is contained in the Terms (or which TGMT-Systems Inc. has the benefit of under any applicable law), this will not be taken to be a formal waiver of TGMT-Systems Inc.' rights and that those rights or remedies will still be available to TGMT-Systems Inc..
16.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
16.5 You acknowledge and agree that each member of the group of companies of which TGMT-Systems Inc. is affiliated shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favour of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
16.6 Any dispute arising with respect to the Terms shall be governed by the laws of Canada and the laws of the Province of Ontario. The Terms shall be interpreted in accordance with the laws of Canada and the laws of the Province of Ontario, without regard to their conflict of laws provisions.
16.7 You hereby irrevocably consent and submit to the exclusive jurisdiction of the Ontario Court of Justice.
16.8 You agree to submit any dispute to a sole neutral mediator selected by the you and TGMT-Systems Inc., at any time at the option of a either you or TGMT-Systems Inc. If not thus resolved, then you and TGMT-Systems Inc. shall refer the dispute to a sole arbitrator selected by you and TGMT-Systems Inc. within thirty (30) days of the mediation, or in the absence or such selection, to binding arbitration, which shall be governed by the Ontario Arbitration Act, 1991, S.O. 1991, c. 17.
16.9 Any proceeding held pursuant to paragraph 16.8 shall be held in the city of Ottawa, Ontario, Canada.
16.10 Any award made under paragraph 16.8 shall be a bare award limited to a holding for or against a party and affording such remedy as is deemed equitable, just and within the scope of the Terms; (ii) shall be without findings as to issues or a statement of the reasoning on which the award rests; (iii) may, in appropriate circumstances, include injunctive relief; (iv) shall be made within four (4) months of the appointment of the arbitrator; and (v) may be entered in any court of any jurisdiction.
16.11 The arbitrator is not empowered to (i) limit, expand or otherwise modify the Terms; (ii) to act or make any award other than based solely on the rights and obligations of the parties; and (iii) award punitive or other non-compensatory damages. You hereby agree to waive any claims to punitive or other non-compensatory damages.
16.12 The requirement for mediation and arbitration in paragraph 16.8 shall not be deemed a waiver of any right of termination under the Terms.
16.13 The costs and expenses of appointing a mediator or arbitrator shall be borne equally by the parties. The cost and expenses of each party's representation at such mediation or arbitration shall be borne by that party.
16.14 You and your representatives, TGMT-Systems Inc., and the mediator or arbitrator shall hold the existence, content and result of any meditation or arbitration in confidence.
17.1 You understand and agree that if you subscribe to the Services, your account will be automatically renewed for 1 month or year depending on payment plan once the initial subscription expires, unless you cancel your account before the renewal date. No refunds will be provided for automatically renewed accounts.
18.1 Technical support is limited to one question per month for Free Trial subscriptions; to one question per week for Standard subscriptions; and five (5) questions per week for Enterprise subscriptions.
18.2 By requesting technical support, you give us the authorisation to access your account if required to provided the requested support.
18.3 Technical support requests must come from an email account which is tied to a Kohezion user account
19.1 Free accounts will be deleted after 30 days if there are no logins by the account administrator.
20.1 When you change your accounts' subscription level (ex: from Standard to Enterprise) you cannot go back to a lower level a later time. Automatic Account Renewals will be for the new subscription level.
21.1 You understand and agree that all your data will be stored on servers located in a secured data center in Canada. TGMT-Systems, Inc. shall not store data in another country unless explicitly requested by user.