These terms of use (“Terms”) constitute a formal contract, which includes the privacy policy (“Privacy Policy”) (https://quotemachine.com/legal/privacy; incorporated herein by reference), by and between Atelier35 Inc. (“Atelier35”, or “we” or “us” or “our”), and any user (whether it is a corporation, partnership, sole proprietorship or other business entity entering into these Terms, and which shall be deemed to include all or any employee, contractor, agent or affiliate of such business entity) (together, the “User” or “you”) that uses or accesses the Services (defined hereinafter) of Atelier35 worldwide, now or in the future. Certain portions of the Services that are provided by third parties, such as payment processing, may be subject to your prior acceptance of additional terms and conditions.
BY USING THE SERVICES OR BY CLICKING TO ACCEPT THESE TERMS, YOU REPRESENT HAVING THE POWER AND AUTHORITY TO BIND THE USER, AND THE USER ACCEPTS AND AGREES TO BE BOUND AND COMPLY WITH THESE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT ACCEPT THESE TERMS OF USE AND OUR PRIVACY POLICY, YOU CANNOT SUBSCRIBE TO, OBTAIN AN ACCOUNT FOR, OR USE THE SERVICES.
You may not change, supplement, or amend these Terms in any manner. We reserve the right in our sole discretion to revise and update these Terms from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Services. You agree to periodically review the terms and conditions in order to be aware of any such modifications and your continued use shall be your acceptance of these.
The information and material provided on or accessible as part of the Services may be modified, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Services is restricted to users or unavailable at any time or for any period.
Atelier35 offers its users access to Atelier35’s websites, applications, products, services, and sales tools, as they evolve from time to time, allowing, namely but not limited to, management of a product database, generation of quote and business proposals, quote tracking and payment (the “Services”). Any new services, features or tools that are added to the current Services shall be also subject to the Terms of Use.
During the Term and subject to these Terms, User may access and use the Services for sales management and payment (the “Authorized Purposes”), which User subscribed to, whether by subscription, free trial or promotion, as referenced in an invoice, executed quote, or in a confirmation email from Atelier35 (the “Subscription Confirmation”). Each of these is subject to these Terms as applicable.
Some Services require that you first subscribe in order to obtain an account (an “Account”). User will promptly update its Account and other information, including its email address and credit card numbers and related expiration dates. User is responsible for all actions taken under its Account, regardless of whether such actions are taken by User, its employees, agents or a third party. The User will safeguard all account credentials (including any passwords and payment method details) in its possession or under its control. Atelier35 is not liable for any loss or damage arising from any unauthorized use of the User’s account.
You agree that you may use the Services only for lawful purposes and in accordance with these Terms. Without limiting the foregoing, you declare and warrant that:
Your Account may be suspended and/or deleted without warning if we believe that you violate any of these Terms. If you have access to a free Account, we may suspend and/or delete it at any time.
These Terms will remain in full force and effect while you use the Services and/or have an Atelier35 Account (the “Term”). The Term has a minimum duration based on the plan you have chosen (e.g. one month for a monthly subscription or one year for an annual subscription), which automatically renews unless the User sends Atelier35 a notice of cancellation within 30 days of the end of such Term. Without limiting other provisions in these Terms, Atelier35 may terminate or suspend your Account at any time without notice and for any or no reason, as determined in Atelier35’s sole discretion, including, without limitation, if Atelier35 believes that you have breached these Terms. Once your Account is terminated, these Terms will terminate, except for the provisions of this section and of the sections labeled “Payment & Fees”, “Intellectual Property”, “Your Content”, “No Reliance; Third Party Services”, “No Warranty”, “No Liability”, “Indemnity”, “Severability, Assignment; Force Majeure, Entire Agreement And Headings”, “Hardware”, “Governing Law” and “Waiver” will survive until after the termination or expiration of your Account.
In case of termination of these Terms, the User shall 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 for Services used up to the effective time of termination 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 its Account and/or the use of Services, Atelier35 may immediately disable the User’s Account. The User will not hold Atelier35 responsible for the interruption of the access to the Services or the deletion of the User’s data.
Within 30 days after the effective date of termination of these Terms, your data will remain available for you to export. After such a 30-day period, you acknowledge that we may thereafter, with or without any prior notice, delete or destroy all copies of your Data in our systems or otherwise in our possession or control unless legally prohibited and subject to the provisions of our Privacy Policy.
YOU WAIVE AND HOLD HARMLESS ATELIER35 AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY ATELIER35 AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER ATELIER35 OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
We have no obligation, nor any responsibility to any party to monitor the Services or its use, and do not and cannot undertake to review material that you or other users submit to the Services. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.
User agrees to pay to Atelier35 the applicable fees for each Service that the User purchases, uses, or subscribes to in accordance with the pricing and payment terms of the plan User chooses for such Service. Fees shall include but are not limited to, applicable fees associated with your use of a payment provider. All fees are due immediately upon each due date unless otherwise provided. You authorize us and/or our authorized agents, as applicable, to bill and automatically charge you the fees, including for any renewal Term.
Prices and availability of any Service are subject to change at any time and without notice. Posting of any new pricing on the Services or on Atelier35’s website and/or application shall constitute sufficient notice. Additional fees may apply to payment processing.
Unless required by applicable law, all payments by User to Atelier35 under these Terms are non-refundable and made via the payment method specified by User, or as otherwise agreed in writing between Atelier35 and User. Atelier35 may charge your payment card or Account for any Service purchased, and for any additional amounts (including without limitation any taxes and late fees, as applicable) as may be accrued by or in connection with your Account.
If we do not receive fees owed by you by the due date, then at our discretion, we may charge and collect late interest from you at the rate of 1.5% per month (18% per annum) on the outstanding balance, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date it is paid in full. In addition, without limiting our other rights and remedies, we may suspend the Services to you until your fees and any interest charged have been paid in full.
Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to excise, use, value-added tax (VAT), goods and services tax (GST), sales tax (including provincial sales tax or harmonized sales tax), use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchase of services hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
During the Term, Atelier35 grants User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services solely for the Authorized Purposes, on the terms set forth in these Terms. 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. Subject to the limited rights expressly granted in these Terms, we and our licensors reserve all rights, titles and interests in and to the Services, including without limitation all copies, derivatives, improvements, related intellectual property rights and all related documentation and materials. No rights are granted to you under these Terms other than as expressly set forth herein.
User shall not, and shall not authorize or empower third parties to, (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 (unless otherwise provided); (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 these Terms; (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; or (xi) 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.
You understand and agree that the Services and its entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design and arrangement, including the selection, coordination, arrangement and enhancement of such content, including any original content and enhancement thereto, are owned by Atelier35, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
User may not directly or indirectly reproduce, compile for an internal database, 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.
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 providing any of your Content to the Services, you grant us and our licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material without compensation to you for the purpose of providing you the Services and/or to analyze and improve the Services and associated support. In addition, You grant us and our licensees, successors, and assigns a right to use your trade name, logo and website URL, subject to your standard trademark usage guidelines that you expressly provide to us (if any), as necessary in connection with the promotion and marketing of Atelier35’s services, including, without limitation, for publications, press releases, stories, websites, applications, social media posts and public filings.
Your Content must also comply with all applicable federal, provincial, local, and international laws, regulations, and terms of service. 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.
You understand and agree that you, not Atelier35 nor Atelier35’s parent, subsidiaries, affiliates nor their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, or successors, are fully responsible for any of your Content that you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any of your Content submitted by you or any other user of the Services.
You are responsible for performing regular backups of your Content. Atelier35 may assist you in recovering and restoring your Content to the extent commercially feasible. You understand and agree that Atelier35 is not responsible for any loss or corruption of your Content or other software.
We welcome any recommendations, suggestions, improvement or correction requests, comments, or other feedback from you about the Services (collectively “Feedback”). By submitting Feedback to us, you agree that: (a) Feedback is not your Content; (b) we may use or disclose, or choose not to use or disclose, Feedback for any purpose and in any way; and (c) you grant us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into our Services any Feedback.
Although we make reasonable efforts to update the information on our Services, we make no representations, warranties, or guarantees, whether express or implied, that the content provided as part of the Services is accurate, complete, or up to date. Your use of the Services is at your own risk and neither Atelier35 nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for your use of the 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 and/or application is entirely at your own risk and discretion, and it is your responsibility to read and understand the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. All statements and/or opinions expressed in any such Third Party Provider are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of Atelier35.
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.
By submitting personal information and using the Services, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such submissions in compliance with our Privacy Policy, available at https://quotemachine.com/legal/privacy.
We strive to make our Services safe, secure and compliant, and the collection and use of personal data is critical to this effort. In order to comply with our contractual and legal obligations related to Know-Your-Customer (“KYC”), anti-money laundering regulations, anti-terrorism, export control and prohibitions on doing business with restricted persons or in certain business areas and other legal obligations, we may request certain information from registered users, including without limitation name, date of birth, address, photo identification, email address, phone number, or any other personally identifiable information. Furthermore, we may request such information to prevent fraud, and to protect us in any way that we deem reasonable.
WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET, WEBSITES OR APPLICATIONS RELATED TO THE SERVICES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE SERVICES AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE OR APPLICATION LINKED TO IT.
EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL ATELIER35 NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE SERVICES, ANY LINKED SERVICES, WEBSITES OR APPLICATIONS OR SUCH OTHER THIRD-PARTY SERVICES, WEBSITES OR APPLICATIONS, NOR ANY CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON.
To the maximum extent permitted by applicable law, User agrees to defend, indemnify and hold harmless Atelier35, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees, including without limitation, attorneys’ fees (collectively the “Costs”), to the extent that such Costs are attributable, arise from or relate to any breach by User of any representations, warranties or other terms or obligations set forth hereunder or arising out of or relating to the use of the Services by User, including, but not limited to your Content.
No agency, no partnership, no joint venture, or employer-employee relationship is created as a result of the present Terms.
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.
You will not assign, delegate, or otherwise transfer these Terms, in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Terms will be null and void. We may assign, delegate, or otherwise transfer these Terms, in whole or in part, without your consent. Subject to this paragraph, these Terms will be binding on each party and each party’s successors and assigns.
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.
These Terms and our Privacy Policy constitute 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.
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 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 the 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.
These Terms shall be governed by and construed in accordance with the laws of the province of Quebec and the federal laws of Canada applicable therein, without regard to its conflict of laws rules. User hereby agrees that any dispute or controversy arising under or in connection with this Agreement or resulting from the Services or Atelier35’s website and/or application 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).
The parties acknowledges having been provided with a French version of these Terms at no cost, and thereafter, has explicitly expressed its willingness to be bound by these Terms written exclusively in English. The parties further agree that all documents related to these Terms, including notices and other communications, be drafted exclusively in English. Les parties reconnaissent qu’une version française de ces modalités ont été fournies sans aucun frais, et par la suite, avoir expressément exprimé sa volonté d’être liée à ces modalités rédigées exclusivement en anglais. Les parties conviennent également à ce que tous les documents se rattachant à ces modalités, incluant les avis et autres communications, soient rédigés exclusivement en anglais.
No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
