Last updated: June 28, 2018
1. ACCEPTANCE OF TERMS
2. SERVICES AND CONTRACT
3. ACCOUNT AND ELIGIBILITY
Some Services require that you subscribe to obtain an account (an “Account). By using the Services, you declare and warrant that (a) all information you provide to Atelier35 are accurate and truthful; (b) you will maintain the the accuracy of all such information; (c) you will uphold and respect and make uphold and respect these Terms at all time; (d) you are aged 16 or above; (e) your use of the Services does not violate any applicable law or regulation; (f) you will safeguard your account information and will supervise and be completely responsible for any use of your Account by you and anyone other than you; and (g) you are fully and legally authorized to act and decide on behalf of the entity you represent. Your Account may be deleted without warning if we believe that you violate any of these Terms. If you have access to a free Account, we may delete it at any time.
This Agreement will remain in full force and effect while you use the Services and/or have a Atelier35 account (the “Term”). However all Term has minimal duration of one month, renewable automatically for successive durations of one month, unless a termination notice of 30 days is sent by the User to Atelier35. You may stop using the Services at any time, for any reason, by deleting your Account. Atelier35 may terminate or suspend your account at any time without notice if Atelier35 believes that you have breached this Agreement in its sole discretion. Once your account is terminated, these Terms will terminate, except for the provisions of the sections labelled “Payment & Fees”, “Intellectual Property”, “No Liability”, “No Warranty”, “Indemnity”, “No Waiver”, “Severability, Force Majeure, Entire Agreement & Headings”, and “Representations and Warranties”, that will remain active until after the termination or expiration of your Account.
In case of termination of these Terms, the User will stop immediately all use of the Services. However, the termination of the Terms by Atelier35 will not limit the obligations of the User to pay all applicable fees, and will not prevent Atelier35 from pursuing any further recourse that they may have, including injunctive relief.
The User accepts that, following the termination of their Account and/or the use of Services, Atelier35 may immediately disable the User’s account and delete all data or reward that the User might have accrued. The User will not held Atelier35 responsible for the interruption of the access to the Services or the deletion of the User’s data.
5. PAYMENT AND FEE
User agrees to pay to Atelier35 any fees for each Service that User purchases, uses, or subscribes to in accordance with the pricing and payment terms presented by Atelier35 for such Service. You will be billed using the payment method chosen at the time of the ale. Fees paid by you are non-refundable, except when required by law.
During the Term, Atelier35 grants User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services on the terms set forth in this Agreement. User agrees that all rights, title and interest in and to all the intellectual property rights in the Services, and all modifications, extensions, scripts and other derivative works of the Services provided or developed by Atelier35 are owned exclusively by Atelier35 or its licensors. All rights not granted to User in this Agreement are reserved by Atelier35.
7. LICENCE RESTRICTIONS
User shall not (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of or used by the Services, by any means whatsoever; (ii) distribute viruses or other harmful or malicious computer code via or into the Services; (iii) engage in any conduct that disrupts or impedes a third party’s use and enjoyment of the Services; (iv) remove any product identification, copyright or other notices from the Services; (v) sell, lease, lend, assign, sublicense, grant access or otherwise transfer or disclose the Services in whole or in part, to any third party; (vi) use the Services for timesharing, service bureau or hosting purposes or otherwise use, resell, sublicense, distribute or transfer or allow others to use the Services to or for the benefit of third parties; (vii) modify or incorporate into or with other software or create a derivative work of any part of the Services; (viii) use the output or other information generated by the Services for any purpose other than as contemplated by this Agreement; (ix) use the Services for any use other than User’s internal business use; (x) use unauthorized modified versions of the Services, including without limitation, for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Services; (xi) create an Account or access the Services if aged under 16 ;or (xii) use the Services in any way that is contrary to applicable local, state/provincial, federal and foreign laws, including without limitation those relating to privacy, electronic communications and anti-spam legislation. Atelier35 retains all title to, and, except as expressly licensed herein, all rights to the Services, all copies, derivatives and improvements thereof and all related documentation and materials.
8. INTELLECTUAL PROPERTY
The Services contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Services are copyrighted as a collective work under copyright laws. Atelier35 owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of Atelier35 and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made.
9. YOUR CONTENT
The Services may allow you to upload content including but not limited to text, files, photos and other materials (together the “Content”). You retain ownership of your Content, but by uploading or entering it onto any software, program or platform provided as part of the Services, you are granting us a license to use, copy, reproduce, process, adapt, publish, transmit, host and display that Content for the purpose of (i) providing you the Services and associated support, (ii) analyze and improve the Services. We reserve the right to remove Content on any software, program or platform provided as part of the Services that Atelier35, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.
10. THIRD PARTY SERVICES
Atelier35 may from time to time recommend, provide you with access to, or enable third party software, applications, products, services or website links (collectively, “Third Party Services”) for your consideration or use. Such Third Party Services are made available only as a convenience, and purchase, access, or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). Any use by you of Third Party Services offered through the Services or Atelier35’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. Under no circumstances shall Atelier35 be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations shall apply even if Atelier35 has been advised of the possibility of such damages.
12. NO WARRANTY
ATELIER35 WORKS TO KEEP THE SERVICES BUG-FREE AND SAFE BUT THE USER AGREES TO USE THE SERVICES AT USER’S OWN RISK. ATELIER35 IS PROVIDING THE SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NEITHER ATELIER35, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
13. NO LIABILITY
IN NO EVENT SHALL ATELIER35 OR ITS RESPECTIVE SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, OR ANY DAMAGES OR LOSS ARISING FROM THE PROPERTY MANAGEMENT SERVICES PROVIDED BY THIRD PARTY PROVIDERS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER CIVIL LIABILITY ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OF ANY SOFTWARE, PROGRAM OR PLATFORM PROVIDED AS PART OF THE SERVICES EXCEPT IN THE CASE OF INTENTIONAL OR GROSS FAULT.
User agrees to defend, indemnify and hold harmless Atelier35, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including without limitation, attorneys' fees (collectively the “Costs”), to the extent that such Costs are attributable to any breach by User, of any representations, warranties, or other obligations set forth in this Agreement or arising out of the use of the Services by User.
15. INDEPENDENT STATUS
No agency, no partnership, no joint-venture, or employer-employee relationship is created as a result of the present Terms.
16. SEVERABILITY, FORCE MAJEURE, ENTIRE AGREEMENT AND HEADINGS
If one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, then the validity, legality and enforceability of the remaining provisions of this Agreement shall be unaffected. Neither party shall be deemed in default or otherwise liable for any delay in or failure of its performance under this Agreement (other than payment obligations) by reason of any act of God, fire, natural disaster, accident, act of government, shortage of materials or supplies, failure of transportation or communication or of suppliers of goods or services, or any other cause to the extent it is beyond the reasonable control of such party. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect thereto. The headings in this Agreement have been inserted solely for ease of reference and shall not modify, in any manner whatsoever, the meaning or scope of the provisions hereof.
17. REPRESENTATIONS AND WARRANTIES
User represents and warrants that currently and throughout the Term (i) it is fully authorized to enter into this Agreement and that User is fully authorized to use the Services; and (ii) User is and will remain in compliance with all applicable laws and regulations with respect to its activities related to this Agreement, including but not limited to privacy laws; and (iii) if User imports, downloads or provides information in a software, a program or application provided as part of the Service, User warranties that they are compliant with all applicable policies of Atelier35, all applicable laws and regulations. User agrees to comply with all of Atelier35’s policies and all laws, rules and regulations relating to the use of the Services. Any violation of this section may result in loss of features, up to and including termination of User’s account. User will indemnify Atelier35 for any costs, fines or damages incurred by Atelier35 due to User's failure to comply with this section.
18. GOVERNING LAW
These Terms of Service shall be construed in accordance with the laws applicable in the province of Quebec, Canada, without regard to its conflict of laws rules. User hereby agrees, for any dispute or controversy arising under or in connection with this Agreement or resulting from the Services or Corporation’s website shall be settled exclusively by arbitration in Montreal (Canada), in accordance with the Code of civil procedure of the province of Quebec (CQLR c C-25.01).