Effective starting: April 01, 2014

This Agendrix User & Customer Agreement (the “Agreement”) is between you and Agendrix, 9312-6118 Quebec Inc. (“Agendrix”). If you are agreeing to this Agreement not as an individual but on behalf of your organization, then “Customer” or “You” means your organization and you are binding to this Agreement. Agendrix may modify this Agreement from time to time, subject to the terms in Section 23 (Changes to this Agreement) below.

By clicking on the “Register” or “Sign in” (or similar button) that is presented to you at the time of your login, or simply by using or accessing Agendrix products, you indicate your assent to be bound by this Agreement.

Agendrix User & Customer Agreement

  1. Scope of the Agreement. This Agreement governs your free use, support as well as your subscription purchases as well as any future purchases made by you that reference this Agreement.
  2. Types of Agendrix Products. This Agreement governs (a) Agendrix’s hosted or cloud-based solutions (“Hosted Services”), and (b) any related support or maintenance services provided by Agendrix. Support, maintenance and Hosted Services, together with related Documentation, are referred to as “Products”. The Products and their permitted use are further described in Agendrix’s standard documentation (“Documentation”). Section 7 (Hosted Services Terms) applies specifically to Hosted Services, but unless otherwise specified, other provisions of this Agreement apply to all Products.
  3. Account Registration. You may need to register for an Agendrix account in order to place orders or access or receive any Products. Any registration information that you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts.
  4. Orders
    1. Directly with Agendrix. Agendrix’s Product ordering documentation or purchase flow (“Order”) will specify your authorized scope of use for the Products, which may include: (a) number and type of Authorized Users (as defined below), (b) storage or capacity (for Hosted Services), or (c) other restrictions or billable units (as applicable, the “Scope of Use”). The term “Order” also includes any applicable Product or Support and Maintenance renewal, or purchases you make to increase or upgrade your Scope of Use.
    2. Reseller Orders. This Agreement applies whether you purchase our Products directly from Agendrix or through Agendrix “Experts” or other authorized agents or resellers (each, a “Reseller”). If you purchase through a Reseller, your Scope of Use shall be as stated in the Order placed by Reseller for you, and Reseller is responsible for the accuracy of any such Order. Resellers are not authorized to make any promises or commitments on Agendrix’s behalf, and we are not bound by any obligations to you other than what we specify in this Agreement.
  5. Authorized Users. Only the specific individuals for whom you invited and have paid the required fees and whom you designate through the applicable Product (“Authorized Users”) may access and use the Products. Some Products may allow you to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. Authorized Users may be your or your Affiliates’ members, employees, volunteer, representatives, consultants, contractors, agents, or other third parties who are acting for your benefit or on your behalf. You must pay the applicable fee for the increased number of Authorized Users or organization sites and sites time zones. You are responsible for compliance with this Agreement by all Authorized Users. All use of Products by you and your Authorized Users must be within the Scope of Use and solely for the benefit of you or your Affiliates. “Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.
  6. Software Terms and Your License Rights. Subject to the terms and conditions of this Agreement, Agendrix grants you a non-exclusive, non-sublicenseable and non-transferable license to use the Software during the applicable License Term in accordance with this Agreement, your applicable Scope of Use, and the Documentation. Your License Term will end upon any termination of this Agreement, even if it is identified as “perpetual” or if no expiration date is specified in your Order.
  7. Hosted Services Terms
    1. Access to Hosted Services. Subject to the terms and conditions of this Agreement, Agendrix grants you a non-exclusive right to access and use the Hosted Services during the applicable Subscription Term (as defined below) in accordance with this Agreement, your applicable Scope of Use and the Documentation. If Agendrix offers client software (e.g., a desktop or mobile application) for any Hosted Service, you may use such software solely with the Hosted Service, subject to the terms and conditions of this Agreement. You acknowledge that our Hosted Services are online, subscription-based products and that we may make changes to the Hosted Services from time to time.
    2. Subscription Terms and Renewals. Hosted Services are provided on a subscription basis for a set term specified in your Order (“Subscription Term”). Except as otherwise specified in your Order, all Subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription through your Agendrix account. If you cancel, your subscription will terminate at the end of then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.
    3. Credentials. You must ensure that all Authorized Users keep their passwords for the Hosted Services strictly confidential and not share such information with any unauthorized person. You are responsible for any and all actions taken using your passwords, and you agree to immediately notify Agendrix of any unauthorized use of which you become aware.
    4. Your Data. “Your Data” means any data, content images or other materials of any type that you upload, submit or otherwise transmit to or through Hosted Services. You will retain all right, title and interest in and to Your Data in the form provided to Agendrix. Subject to the terms of this Agreement, you hereby grant to Agendrix a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Hosted Service to you and (b) for Hosted Services that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you (or your Authorized Users) direct or enable through the Hosted Service. Agendrix may also access your account or instance in order to respond to your support requests.
    5. Security. Agendrix implements security procedures to help protect Your Data from security attacks. However, you understand that use of the Hosted Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of Your Data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of Your Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.
    6. Storage Limits. There may be or eventually be storage limits associated with a particular Hosted Service. Agendrix reserves the right to charge for additional storage or overage fees. We may impose new, or may modify existing, storage limits for the Hosted Services at any time in our discretion, with or without notice to you.
    7. Responsibility for Your Data
      1. General. You must ensure that your use of Hosted Services and all Your Data is at all times compliant with our acceptable use under Section 24 (Acceptable Use Policy) and all applicable local, national, state, federal and international laws and regulations (“Laws”). You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to provide all Your Data to Agendrix and to grant the rights granted to Agendrix in this Agreement and (ii) Your Data and its transfer to and use by Agendrix as authorized by you under this Agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Other than its security obligations under Section 7.5 (Security), Agendrix assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing, or transmitting it.
      2. Sensitive Data. You will not submit to the Hosted Services (or use the Hosted Services to collect): (i) any personally identifiable information, except as necessary for the establishment of your Agendrix account; (ii) any patient, medical or other protected health information regulated by any laws, rules or regulations; or (iii) any other information subject to regulation or protection under specific laws (or related rules or regulations) ((i) through (iii), collectively, “Sensitive Data”). You also acknowledge that Agendrix is not acting as your Business Associate or subcontractor and that the Hosted Services are compliant. Agendrix has no liability under this Agreement for Sensitive Data.
      3. Indemnity for Your Data. You will defend, indemnify and hold harmless Agendrix from and against any loss, cost, liability or damage, including attorneys’ fees, for which Agendrix becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Hosted Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of Agendrix at your expense.
    8. Removals and Suspension. Agendrix has no obligation to monitor any content uploaded to the Hosted Services. Nonetheless, if we deem such action necessary based on your violation of this Agreement or in response to takedown requests that we receive following our guidelines for copyright Section (Reporting Copyright and Trademark Violations), we may (1) remove Your Data from the Hosted Services or (2) suspend your access to the Hosted Services. We will generally alert you when we take such action and give you a reasonable opportunity to cure your breach, but if we determine that your actions endanger the operation of the Hosted Service or other users, we may suspend your access immediately without notice. You will continue to be charged for the Hosted Service during any suspension period. We have no liability to you for removing or deleting Your Data from or suspending your access to any Hosted Services as described in this section.
    9. Deletion at End of Subscription Term. We may remove or delete Your Data within a reasonable period of time after the termination of your Subscription Term.
  8. Support and Maintenance. Agendrix will provide the support and maintenance services for the Products during the period for which you have paid the applicable fee. Support and Maintenance for Software includes access to New Releases, if and when available. You may use any New Releases that we provide to you during a valid support term in the same way that you use Software, and New Releases are included in the definition of Software in that case. “New Releases” are bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Software that we make generally commercially available.
  9. TAM and Training Services. We will provide Technical Account Manager (TAM) and training services purchased in an Order in accordance with the descriptions and conditions for those services set forth in the Order and the accompanying service descriptions or datasheets (“Ancillary Services”). Agendrix shall retain all right, title and interest in and to any materials, deliverables, modifications, derivative works or developments related to any training services we provide (“Training Materials”). Any Training Materials provided to you may be used only in connection with the Products subject to the same use restrictions for the Products. If applicable, you will reimburse Agendrix for reasonable travel and lodging expenses as incurred.
  10. Refunds and Financial Terms
    1. Refund Policy. As part of our commitment to customer satisfaction, it is our customary business practice to allow customers to close their personal and or organizations accounts at any time. In the context of Hosted Services, an express removal request means that we will disable access to the Hosted Service at the end of the ongoing paid subscription period. We will not issue refunds. In the context of services, we will not issue refunds for any prepaid or provided services or Products. You understand that Agendrix may change this practice in the future in accordance with Section 23 (Changes to this Agreement).
    2. You agree to pay all fees in accordance with each Order. Unless otherwise specified in your Order, you will pay all amounts in U.S. or Canadian dollars or Euro at the time you place your Order according to the Organization head office geographical location. Other than as expressly set forth in Section 10.1 (Return Policy), all amounts are non-refundable, non-cancelable and non-creditable. In making payments, you acknowledge that you are not relying on future availability of any Products beyond the current Subscription Term or any Product upgrades or feature enhancements. If you add Authorized Users or sites during your Subscription Term, we will charge you for the increased number of Authorized Users and sites pursuant to the then-currently applicable rates in your next billing cycle. You agree that we may bill your credit card for renewals, additional users, and unpaid fees, as applicable.
    3. Taxes. Your payments under this Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Agendrix, you must pay to Agendrix the amount of such taxes or duties in addition to any fees owed under this Agreement. Agendrix can ask for payment of such taxes long after invoicing Products if Agendrix is required retroactively to collect such taxes by any government or fiscal entities anywhere in the world. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Agendrix any such exemption information, and Agendrix will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
  11. No-Charge Products. We may offer certain Products to you at no charge, including free accounts, trial use, and access to Beta Versions as defined below (“No-Charge Products”). Your use of No-Charge Products is subject to any additional terms that we specify and is only permitted for the period designated by us. You may not use No-Charge Products for competitive analysis or similar purposes. We may terminate your right to use No-Charge Products at any time and for any reason in our sole discretion, without liability to you. You understand that any prerelease and beta products we make available (“Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Products. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject to this Section 11 (No-Charge Products). All information regarding the characteristics, features or performance of Beta Versions constitutes Agendrix’s Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products, including any Support and Maintenance, warranty, and indemnity obligations.
  12. Restrictions. Except as otherwise expressly permitted in this Agreement, you will not: (a) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Products to a third party, (b) use the Products for the benefit of any third party, (c) incorporate any Products into a product or service you provide to a third party, (d) interfere with any license key mechanism in the Products or otherwise circumvent mechanisms in the Products intended to limit your use, (e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Products, except as permitted by law, (f) remove or obscure any proprietary or other notices contained in any Product, or (g) publicly disseminate information regarding the performance of the Products.
  13. License Certifications and Audits. At our request, you agree to provide a signed certification that you are using all Products pursuant to the terms of this Agreement, including the Scope of Use. You agree to allow us, or our authorized agent, to audit your use of the Products. We will provide no advance notice prior to the audit. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you have exceeded the Scope of Use. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Scope of Use, we may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Agendrix at law or equity or under this Agreement. To the extent we are obligated to do so, we may share audit results with certain of our third party licensors or assign the audit rights specified in this Section to such licensors.
  14. Ownership and Feedback. Products are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. Agendrix and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Products (including all No-Charge Products), their “look and feel”, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Agendrix, including without limitation as they may incorporate Feedback (“Agendrix Technology”). From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to Agendrix, including sharing Your Modifications or in the course of receiving Support and Maintenance (“Feedback”). Agendrix may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits Agendrix’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
  15. Confidentiality. Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure. Any Agendrix Technology and any performance information relating to the Products shall be deemed Confidential Information of Agendrix without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of any Product.
  16. Term and Termination. This Agreement is in effect for as long as you have a valid Subscription Term (the “Term”), unless sooner terminated as permitted in this Agreement. Either party may terminate this Agreement before the expiration of the Term if the other party materially breaches any of the terms of this Agreement and does not cure the breach within thirty (30) days after written notice of the breach. Either party may also terminate the Agreement before the expiration of the Term if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations. You may terminate this Agreement at any time with notice to Agendrix, but you will not be entitled to any credits or refunds as a result of convenience termination for pre paid but unused Hosted Services subscriptions, or Support and Maintenance. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Once the Agreement terminates, you (and your Authorized Users) will no longer have any right to use or access any Products, or any information or materials that we make available to you under this Agreement, including Agendrix Confidential Information. You are required to delete any of the foregoing from your systems as applicable (including any third party systems operated on your behalf) and provide written certification to us that you have done so at our request. The following provisions will survive any termination or expiration of this Agreement.
  17. Warranty and Disclaimer
    1. Due Authority. Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if you are an entity, this Agreement and each Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.
    2. Warranty Disclaimer. ALL PRODUCTS ARE PROVIDED “AS IS,” AND AGENDRIX AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. AGENDRIX SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF AGENDRIX. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER AGENDRIX NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE PRODUCTS WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE PRODUCTS (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCTS) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE PRODUCTS (OR ANY SERVER(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
  18. Limitation of Liability. NEITHER PARTY (NOR ITS SUPPLIERS) SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US FOR PRODUCTS AND SUPPORT AND MAINTENANCE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, OUR AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE PRODUCTS SHALL BE CAD$20. THIS SECTION 18 (LIMITATION OF LIABILITY) SHALL NOT APPLY TO (1) AMOUNTS OWED BY YOU UNDER ANY ORDERS, (2) EITHER PARTY’S EXPRESS INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, OR (3) YOUR BREACH OF SECTION 12 (RESTRICTIONS) . TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO SUPPLIERS OF ANY THIRD PARTY COMPONENTS INCLUDED IN THE PRODUCTS WILL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER. The parties agree that the limitations specified in this Section 18 (Limitation of Liability) will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
  19. Third Party Vendor Products. Agendrix or third parties may from time to time make available to you third-party products or services, including but not limited to add-ons and plugins as well as implementation, customization, training, and other consulting services. If you procure any of these third party products or services, you do so under a separate agreement (and exchange of data) solely between you and the third party vendor. Agendrix does not warrant or support non-Agendrix products or services, whether or not they are designated by Agendrix as “verified” or otherwise, and disclaims all liability for such products or services. If you install or enable any third party products or services for use with Agendrix products, you acknowledge that Agendrix may allow the vendors of those products and services to access Your Data as required for the interoperation and support of such add-ons with the Agendrix products. Agendrix shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third party add-on vendors.
  20. Publicity Rights. We may identify you as an Agendrix customer in our promotional materials. You may request that we stop doing so by submitting an email to info@agendrix.com at any time. Please note that it may take us up to 30 days to process your request.
  21. Improving Our Products. We are always striving to improve our Products. In order to do so, we need to measure, analyze, and aggregate how users interact with our Products, such as usage patterns and characteristics of our user base. We collect and use analytics data regarding the use of our Products.
  22. Dispute Resolution
    1. Dispute Resolution. Arbitration. In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to this Agreement shall proceed to binding arbitration under the Rules of Arbitration of “District du St-François, Quebec Canada”. The parties shall seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place in Sherbrooke, Quebec, Canada. All negotiations and arbitration proceedings pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be French.
    2. Governing Law. Jurisdiction. This Agreement will be governed by and construed in accordance with the applicable laws of “District du St-François, Quebec, Canada”. Each party irrevocably agrees that any legal action, suit or proceeding will be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of the “District du St-François, Quebec, Canada”, and each party irrevocably submits to the sole and exclusive jurisdiction of the courts in Sherbrooke, Quebec, Canada, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. Notwithstanding the foregoing, Agendrix may bring a claim for equitable relief in any court with proper jurisdiction.
    3. Injunctive Relief. Enforcement. Notwithstanding the provisions of Section 22.1 (Dispute Resolution; Arbitration), nothing in this Agreement shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
    4. Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement regardless of when or where adopted.
  23. Changes to this Agreement. We may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, through your Agendrix account). If we modify the Agreement during your License Term or Subscription Term, the modified version will be effective the next business day. If you object to the updated Agreement, you may choose not to renew, including cancelling any terms set to auto-renew. With respect to No-Charge Products, accepting the updated Agreement is required for you to continue using the No-Charge Products. You may be required to click through the updated Agreement to show your acceptance. If you do not agree to the updated Agreement after it becomes effective, you will no longer have a right to use No-Charge Products. For the avoidance of doubt, any Order is subject to the version of the Agreement in effect at the time of the Order.
  24. General Provisions. Any notice under this Agreement must be given in writing. We may provide notice to you via email or through your account. Our notices to you will be deemed given upon the first Quebec Canada business day after we send it. You may provide notice to us by post to Agendrix, 2713 Beaudry, Sherbrooke, Canada, J1L 2N9, Attn: General Counsel. Your notices to us will be deemed given upon our receipt. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency. You may not assign this Agreement without our prior written consent. We will not unreasonably withhold our consent if the assignee agrees to be bound by the terms and conditions of this Agreement. We may assign our rights and obligations under this Agreement (in whole or in part) without your consent. The Products were developed fully at private expense. All other use is prohibited. This Agreement is the entire agreement between you and Agendrix relating to the Products and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Products or any other subject matter covered by this Agreement. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Agreement may not be modified or amended by you without our written agreement (which may be withheld in our complete discretion without any requirement to provide any explanation). As used herein, “including” (and its variants) means “including without limitation” (and its variants). No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give on party the express or implied right, power or authority to create any duty or obligation of the other party.


Acceptable Use Policy

    1. Here at Agendrix, our goal is to help you and your team have the best user experience possible every day. To do this, we need to keep our products and services running smoothly, quickly, and without distraction. For this to happen, we need help from you, our users. We need you not to misuse or abuse our products and services.To describe exactly what we mean by “misuse” or “abuse” – and help us identify such transgressions, and react accordingly – we’ve created this Acceptable Use Policy. Under this policy, we reserve the right to remove content that is inconsistent with the spirit of the guidelines, even if it’s something that is not forbidden by the letter of the policy. In other words, if you do something that isn’t listed here verbatim, but it looks or smells like something listed here, we may still remove it.You’ll see the word “services” a lot throughout this page. That refers to all websites owned or operated by Agendrix, and any related websites, sub-domains and pages.Use your judgment, and let’s be kind to each other so we can keep creating great things…
      1. Here’s what we won’t allow
        1. Disruption
          1. Compromising the integrity of our systems. This could include probing, scanning, or testing the vulnerability of any system or network that hosts our services;
          2. Tampering with, reverse-engineering, or hacking our services, circumventing any security or authentication measures, or attempting to gain unauthorized access to the services, related systems, networks, or data;
          3. Modifying, disabling, or compromising the integrity or performance of the services or related systems, network or data;
          4. Deciphering any transmissions to or from the servers running the services;
          5. Overwhelming or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources (CPUs, memory, disk space, bandwidth, etc.), such as:
            1. Using “robots,” “spiders,” “offline readers,” or other automated systems to sends more request messages to our servers than a human could reasonably send in the same period of time by using a normal browser;
            2. Going far beyond the use parameters for any given service as described in its corresponding documentation.
          6. Consuming an unreasonable amount of storage for data (music, videos, pornography, etc.), in a way that’s unrelated to the purposes for which the services were designed.
        2. Wrongful activities
          1. Misrepresentation of yourself, or disguising the origin of any content (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with Agendrix or any third party);
          2. Using the services to violate the privacy of others, including publishing or posting other people’s private and confidential information without their express permission, or collecting or gathering other people’s personal information (including account names or information) from our services;
          3. Using our services to stalk, harass, or post direct, specific threats of violence against others;
          4. Using the Services for any illegal purpose, or in violation of any laws (including without limitation data, privacy, and export control laws);
          5. Accessing or searching any part of the services by any means other than our publicly supported interfaces (for example, “scraping”);
          6. Using meta tags or any other “hidden text” including Agendrix’s or our suppliers’ product names or trademarks.
        3. Inappropriate communications
          1. Using the services to generate or send unsolicited communications, advertising, chain letters, or spam;
          2. Soliciting our users for commercial purposes, unless expressly permitted by Agendrix;
          3. Disparaging Agendrix or our partners, vendors, or affiliates;
          4. Promoting or advertising products or services other than your own without appropriate authorization.
        4. Inappropriate content
          1. Posting, uploading, sharing, submitting, or otherwise providing content that:
            1. Infringes Agendrix’s or a third party’s intellectual property or other rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, or any other intellectual property right or proprietary or contractual right;
            2. You don’t have the right to submit;
            3. Is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, pornographic (including child pornography, which we will remove and report to law enforcement), indecent, harassing, hateful;
            4. Encourages illegal or tortious conduct or that is otherwise inappropriate;
            5. Attacks others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition;
            6. Contains viruses, bots, worms, scripting exploits, or other similar materials;
            7. Is intended to be inflammatory;
            8. Could otherwise cause damage to Agendrix or any third party.
      2. Acceptable use. In this Acceptable Use Policy, the term “content” means: (1) any information, data, text, software, code, scripts, music, sound, photos, graphics, videos, messages, tags, interactive features, or other materials that you post, upload, share, submit, or otherwise provide in any manner to the services and (2) any other materials, content, or data you provide to Agendrix or use with the Services.Without affecting any other remedies available to us, Agendrix may permanently or temporarily terminate or suspend a user’s account or access to the services without notice or liability if Agendrix (in its sole discretion) determines that a user has violated this Acceptable Use Policy.


Reporting Copyright and Trademark Violations

    1. Agendrix respects the rights of copyright and trademark holders, as described in this policy.
      1. Copyright. Agendrix does not allow copyright infringing activities on Agendrix Hosted Services or websites (our “Services”). We will remove a party’s data or content from our Services if properly notified that such data or content infringes on another’s copyright rights. Agendrix has a policy of terminating, in appropriate circumstances, the accounts of parties who repeatedly infringe copyright holders’ copyrights. You are a “repeat infringer” if, on more than two occasions, you have been notified of infringing activity or have had Your Data or Content removed from our Services. Agendrix also reserves the right to terminate Your accounts suspected of infringing copyrights upon the first incident without further notice, at our sole discretion.If you believe that any content in our Services violates your copyright, you should notify Agendrix’s in writing at info@agendrix.com.
        1. In order for Agendrix to take action, you must do the following in your notice:
          1. provide your physical or electronic signature;
          2. identify the copyrighted work that you believe is being infringed, or, if multiple copyrighted works are covered by the notice, a representative list of such works;
          3. identify the item that you think is infringing and which is to be removed or access to which is to be disabled, and include sufficient information about where the material is located (including which website) so that Agendrix can find it;
          4. provide Agendrix with a way to contact you (such as address, telephone number, or email);
          5. provide a statement that you believe in good faith that the item identified as infringing is not authorized by the copyright owner, its agent, or the law to be used by Agendrix; and
          6. provide a statement that the information you provide in your notice is
            1. accurate; and that
            2. under penalty of perjury, you are the copyright owner or are authorized to act on behalf of the copyright owner whose work is allegedly being infringed.

          We will promptly notify the alleged infringer that you have claimed ownership of the rights in this content and that we have complied with your takedown notice for the content.

      2. Trademark. If you are a trademark owner and you believe in good faith that any content on our Services or infringes on your trademark rights, please inform us in writing at info@agendrix.com
        1. Your notice must include:
          1. Identification of the trademark(s) claimed to have been infringed, and, if registered with the Trademark Office or similar foreign entity, the registration number of the mark(s);
          2. Identification of the material claimed to be infringing and information sufficient to permit Agendrix to locate the material, such as the specific URL where the trademark appears on the Services;
          3. A statement that the complaining party has a good faith belief that use of the trademark in the manner complained of is an infringement of the rights granted under trademark law;
          4. A statement that the information in the letter is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the allegedly infringed trademark; and
          5. A physical or electronic signature of a person authorized to act on behalf of the owner of the trademark that is allegedly infringed.

          Upon receipt of a notice containing the above information, Agendrix will promptly notify the party who provided the allegedly infringing content and will promptly remove or cause to be removed the allegedly infringing content.

          We reserve the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark on those usernames. Accounts using business names and/or logos to mislead others may be permanently suspended.

Consult the Privacy Policy of Agendrix.