Innovmarine General Terms And Conditions

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INNOVMARINE GENERAL TERMS AND CONDITIONS

  1. In these terms and conditions, the following definitions apply:
    1. “Agreement” means these terms and conditions, any purchase order and any additional schedule thereto;
    2. “Client” means the client described in the proposal, the purchase order or any specific agreement;
    3. “Effective Date” means the date specified in the specific purchase order;
    4. “IM” means InnovMarine Inc., its subsidiaries and affiliates;
    5. “Term” means the term set out in the specific purchase order, and any renewal, if applicable.
    6. “Platinum Technical Assistance” means providing technical assistance, consulting services, and training under the terms of this plan to maximize the potential of licensed software.
  1. The Agreement commence on the Effective Date and shall continue during the Term.
  1. The Client shall pay the fees in accordance with the Agreement. Term of payment is net 30 days unless agreed with the client.
  2. IM may suspend its services if the fees are not paid 30 days after their due date.
  1. IM shall provide services to the Client from 9:00 a.m. to 5:00 p.m. Eastern Time, Monday through Friday, with respect to the operation and use of the services.
  2.  
  1. IM reserves the right to postpone any session if the Client does not confirm that the prerequisite checklist has been completed, at least 5 days before the first training session.
  2. IM reserves the right to postpone any session of training in case of constraining circumstances against IM.
  3. The training hours are to be scheduled for delivery by mutual agreement between the Client and IM although regardless, IM professional services can only be used 90 days after the date of the approval of the quote. Extensions must be requested in writing 10 business days before the deadline and approved by IM. Any remaining hours will be null and void one year after contract signing.
  4. In case of termination or cancellation of the training session after subscription, fees are not refundable. However, the training session may, with the prior written consent of IM at least 24 hours before the training session date, be postponed to another training session offered by IM.
  5. IM ensures that all its training services will be delivered diligently and in a good, workmanlike, timely and professional manner consistent with industry standards. The training services will be performed as described in the quote. IM shall provide such trainers to present the training course as it, in its sole discretion, deems fit and IM shall be entitled at any time to substitute any trainer with any other person who, at IM’s sole discretion, it deems suitably qualified to present the relevant course. IM does not warrant that the provision of any content online will always be available or be uninterrupted, timely or error free, that defects will be corrected or that such content is secure or free from bugs, viruses, errors and omissions.
  6. IM, unless the Client agrees to train his personnel with that of other clients, engages to maintain confidential the existence of training provided to the employees of the Client.
  7. All training material is owned by IM. All intellectual property rights in all training material available, including the design, graphics and text of all printed materials and the audio of all webinars and podcasts, are owned by IM. When Client is given access to the training material, Client is granted a non-exclusive, non-transferable, revocable license to use the training material. No training material may be copied, reproduced, uploaded, posted, displayed or linked to in any way, in whole or in part, without IM’s prior permission. Any such use is strictly prohibited and will constitute an infringement of IM’s intellectual property rights.
  8. In the event that IM shall fail to provide training in accordance with these terms, IM’s entire liability and Client’s exclusive remedy for breach of these terms shall be for IM to use its reasonable efforts to reperform the training within a reasonable period of time; provided, that in the event IM is unable to reperform, IM may elect to refund all payments actually received by IM from Client for the training in question, in full satisfaction of IM’s obligations. Such refund shall constitute IM’s entire liability and Client’s exclusive remedy for such breach. In no event shall the aggregate liability for damages of IM, its employees or agents, arising from these terms whether by contract or tort exceed the amounts Client actually paid IM to the extent not prohibited by law.
  9.  
  1. All materials produced or developed by IM as a result of the delivery of consulting services will be the exclusive property of IM. Copyright in such Materials will also belong to IM.
  2. IM grants the Client and Client Embedded Contractors a limited, personal, non‐sub‐ licensable, non‐assignable, internal license and right to use the Materials created under this Agreement. The Client and Client Embedded Contractors shall use the Material solely for training and reference purposes and shall not reproduce, license, sub‐license, sell, resell, lease, transfer, assign, distribute, time share or otherwise make the Materials available to any third party.
  3. To the extent that there are intellectual property rights which, as of the date of this Agreement, IM owns or has the right to use and which are incorporated into or are necessary to use the Materials, whether such rights are owned by IM or a third party, IM grants the Client the right to use the Materials. The Client shall not disclose, reproduce, modify, license or distribute the Material without prior written approval of IM.
  4. IM reserves the right to postpone any session of consulting in case of constraining circumstances against IM OR its subcontractor.
  5. IM does not guarantee, neither does promise, nor does let understand that the Client personnel will avoid making any error or omission after having obtained the consulting services provided by IM, its representatives or subcontractor.
  6. IM, engages to maintain confidential the existence of consulting provided to the employees of the client
  7.  
  1. Without limiting the generality of the foregoing, Platinum Technical Assistance shall include priority phone and email support, as well as exclusive rates on the first 40 hours of professional services Upon Client’s request, and subject to availability, IM may be able to provide additional services at a “to be determined rate” based on complexity and required resources. Hours and contact information may be changed by IM at any time.
  2.  
  1. “Confidential Information” means any and all confidential, proprietary and/or trade secret information (i) clearly identified by the disclosing party as confidential at the time of disclosure or (ii) that would reasonably be expected to be considered confidential or proprietary, including, without limitation, any information of disclosing party, its affiliates or licensors. The terms of this Agreement will be deemed Confidential Information.  Each party may use Confidential Information of the other party only for the purpose of performing any rights or obligations arising under this Agreement or for the purpose of evaluating the possibility of a future collaboration between IM and the Client. The receiving party will not disclose the Confidential Information of the disclosing party to any third party except the receiving party’s employees, contractors and agents who have a need to know.  Notwithstanding the foregoing, Client hereby acknowledges and agrees that IM may disclose and share the Client’s Confidential Information with third parties for the purpose of facilitating the provision of current or future services to the Client under this Agreement or a future agreement between the parties hereto. This obligation of confidentiality will not apply to information which is:  (i) publicly available other than by breach of a duty of confidentiality to the disclosing party; (ii) rightfully received by the receiving party from a third party without breach of a duty to the disclosing party; (iii) can be demonstrated to have been independently developed by the receiving party without access to the Confidential Information of the disclosing party; (iv) rightfully known to the receiving party prior to first receipt from the disclosing party; or (v) any portion of Confidential Information which is required to be disclosed in response to a rule, regulation or valid order of a court or government agency, provided that the receiving party provides (if legally permitted to do so) prompt written notice to the disclosing party so that it may seek a protective order and the receiving party provides reasonable assistance to the disclosing party in seeking such a protective order.
  2. Each party will comply with all privacy and data protection laws, rules and regulations that are or that may in the future be applicable to the operation of their respective products. Each party further agrees that it will not disclose to any unrelated third party the “personal information”, as that term may be defined under applicable governing laws in connection with the operation of this Agreement, except (a) to exercise its rights or to perform its obligations under this Agreement or (b) in compliance with applicable laws. Without limiting the generality of the foregoing, the parties represent that they have implemented and currently maintain an effective information security program to protect personal information received from third parties. Such program includes administrative, technical, and physical safeguards sufficient: (i) to protect the security and confidentiality of such information; (ii) to protect against any reasonably anticipated threats or hazards to the security or integrity of such information; and (iii) to protect against unauthorized access to or use of such information that could result in harm or inconvenience any such third parties.  Each party will promptly notify the other party of any known security breach that the notifying party reasonably determines may have resulted in unauthorized access to personal information which it receives through the operation of this Agreement, subject to the requirements of law, or any actions of any regulatory or law enforcement authority that prohibits, restricts or delays such notice.
  3.  
  1. IM’S CONFIDENTIAL INFORMATION AND THE SERVICES RENDERED BY IM PURSUANT TO THIS AGREEMENT, ARE LICENSED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, PERFOR­MANCE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. IM does not warrant that the services rendered under this Agreement will meet Client’s requirements or that operation will be uninterrupted or error free.
  1. IN NO EVENT WILL IM BE LIABLE TO CLIENT FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF ANTICIPATED PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS DATA OR INFORMATION, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF IM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT WILL IM’S TOTAL LIABILITY OF ANY KIND UNDER THIS AGREEMENT, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, EXCEED THE TOTAL AMOUNT PAID TO IM UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM.
  2.  
  1. Any claim arising under this Agreement will be governed by and construed in accordance with the laws of the Province of Quebec, Canada, without regard to conflict of laws principles. Each party hereby consents to the exclusive jurisdiction and venue of the provincial and federal courts located in the Province of Quebec for all disputes and litigation arising under or relating to this Agreement.
  2. Client may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of IM. Any prohibited assignment will be null and void.
  3. Les parties aux présentes ont exigé que le présent document soit rédigé en anglais. The parties hereto required that this document shall be drafted in English.
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