Version: October 13, 2021
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONSTITUTE A BINDING CONTRACT BETWEEN ADMINISTRATEUR IMMOBILIER NUMÉRIQUE WAZO INC. AND YOU AND GOVERN USE OF AND ACCESS TO THE SERVICE. BY CLICKING “I AGREE” OR BY OTHERWISE ACCESSING OR USING THE SERVICE, YOU UNCONDITIONNALY AGREE TO BE BOUND BY THESE TERMS.
By accepting these terms of service (the “Agreement”), either by clicking “I AGREE” or by otherwise accessing or using the Service, or authorizing or permitting any End-User (as defined hereunder) to access or use the Service (a “Confirmation of Consent”), you agree to be bound by this Agreement between you and Wazo, commencing on the date on which a first Confirmation of Consent is given (the “Effective Date”). For the purposes hereof, “Wazo”, “we”, “us” and “our” or a related term means Administrateur immobilier numérique Wazo Inc., a corporation having its principal place of business at 6205 boul. Des Grandes-Prairies, Montréal (Québec) H1P 1A5 and “Client”, “you”, “your” or a related term means the person giving Confirmation of Consent, it being acknowledged and agreed that if you are entering into this Agreement on behalf of a company, organization or another legal entity, you are agreeing to this Agreement for that entity and representing to us that you have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “Client,” “you”, “your” or a related term herein shall be deemed to also include such entity and its affiliates. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MAY NOT GIVE CONFIRMATION OF CONSENT.
When used in this Agreement with the initial letters capitalized, in addition to the terms and expressions defined elsewhere in this Agreement, the following terms and expressions have the following meanings:
“Aggregate Data” refers to Client Data with the following removed: personally identifiable information and the names and addresses of any person.
“Confidential Information” means all information disclosed by you to us or by us to you which is labeled as “confidential”, or labeled by a similar term, or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement; or (d) was or is independently developed by the receiving party without use of the disclosing party’s Confidential Information.
“Client Data” means all data (including financial and transactional data), records, files, input materials, reports, forms, invoices and other such items with respect to you, your properties, your tenants, your service providers or any other person or subject that may be collected, received or stored by or transmitted to us through the Service or otherwise by you or on your behalf in connection with the Service, which, for greater certainty, may contain Confidential Information.
“Documentation” means all documents, including any manual, policy, tutorial and questionnaire, provided online or in any material form, for your benefit and for the benefit of End-Users pertaining to the Service, as they may be supplemented or otherwise modified from time to time, at our sole discretion.
“Intellectual Property” means any and all of the following in any jurisdiction throughout the world, whether registered or not: a) Trademarks, and the goodwill connected with the use of and symbolized by the foregoing; b) copyrights; c) trade secrets and confidential know-how; d) patents; e) websites and internet domain name registrations; and f) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys’ fees for past, present, and future infringement, and any other rights relating to any of the foregoing).
“Wazo Group” means us, together with any of our current or former employees, officers, directors, shareholders, parents, affiliates, agents, successors, insurers and assigns.
2. ACCESS TO AND USE OF THE SERVICE
The Service. Wazo provides a software-as-a-service solution offering features such as secure data hosting, accounting automatization, performance reporting, intelligent documentation management and invoice management for property owners and managers, accessible through our website or mobile applications (collectively with any update and Documentation the “Service”).
Access and use. Each Client must create an account (the “Account”) in order to use the Service. Client may provide access to its Account to its employees, agents, and other individual users authorized to use the Service on its behalf and for internal business purposes (each and “End-User”), in compliance with the provisions hereof.
Service level. During the Term and subject to other provisions of this Agreement, we will use commercially reasonable efforts to ensure maximum availability of the Service and provide you with adequate technical support and assistance, it being understood and agreed that we make no representation or warranty regarding any level of availability, support or assistance.
Downtime. We reserve the right, at our reasonable discretion, to temporarily suspend or limit your access and use of the Service during planned downtime for updates and maintenance of the Service (“Planned Downtime”) and during any unavailability caused by circumstances beyond our reasonable control, such as, but not limited to, force majeure, acts of government, technical failures beyond our reasonable control (including, inability to access the Internet), or acts undertaken by third parties, including distributed denial of service attacks. We will use commercially reasonable efforts to notify you in advance of Planned Downtime.
Support. Wazo shall provide Client with support services by electronic messages.
3. FREE SERVICE, SUBSCRIPTION AND CANCELLATION
Free basic Service. The Service is offered with basic features at no costs. Wazo reserves the right to terminate the access to the free basic Service at any time without any prior notice. Wazo does not accept any liability for the discontinuance of the free basic Service.
Subscription to the Service. You can unlock new features, capacities or information on your account by subscribing and paying in advance Wazo the applicable subscription fees and charges for the use of the Service and any additional features in accordance with the tariff schedule then in force.
Upgrade or downgrade. For any upgrade or downgrade in subscription, it will result in the new rate being charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles.
Loss of features due to downgrade. Downgrading your subscription to the Service may cause the immediate loss of features, capacities or information of your account. Wazo does not accept any liability for such loss.
Refund. Wazo does not offer any refund for the subscription to the Service.
Cancellation of subscription. You are solely responsible for properly canceling your subscription to the Service and/or any feature. An email or phone request to cancel your subscription is not considered proper cancellation. You can cancel your subscription at any time by using the available means offered in the Service. If you cancel your subscription before the end of your current paid up period, your cancellation will take effect at the end of the current paid up period and you will not be charged again.
Taxes. All amounts required to be paid under this Agreement do not include any taxes.
4. CLIENT’S USE OF THE SERVICE
Representations and Warranty. Client represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement, and (b) it has accurately identified itself and it has not provided any inaccurate information about itself to Wazo.
Restrictions. You agree not to misuse the Service or help anyone else to do so. Without limiting the generality of the foregoing, you must not even attempt to do any of the following in connection with the Service:
(a) sell, rent, lease, transfer, assign, distribute or otherwise commercially exploit or make the Service available to any third party, other than End-Users in furtherance of your internal business purposes;
(b) use the Service on behalf of any third party other than End-Users;
(c) falsely imply any sponsorship or association with Wazo;
(d) use the Service in any unlawful manner, including to violate of any person’s privacy rights or to transmit, upload, send or store or transmit any content that is racist, hateful, abusive, libelous, obscene, discriminatory or otherwise unlawful or contrary to public order;
(e) use the Service to store or transmit, upload, send or store files, materials, data, text, audio, video, images or other content that infringes on any person’s Intellectual Property rights;
(f) use the Service to transmit, upload, send or store any viruses, malware, time bombs, or any other similar harmful software;
(g) probe, scan, or test the vulnerability of any the Service or of any related system or network;
(h) breach or otherwise circumvent any security or authentication measures;
(i) access, tamper with, or use non-public areas or parts of the Service, or areas of the Service which you are not authorized to access through your Account;
(j) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components;
(k) access the Service in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Service, or to copy any ideas, features, functions or graphics of the Service, including by deciphering, decompiling, reverse engineering or otherwise discovering the source code of any software making up the Service; or
(l) use the Service in violation of this Agreement or the Documentation.
Unauthorized access. You are responsible for taking reasonable steps to prevent unauthorized access to the service by third parties, except End-Users, including by protecting your passwords and other login information relating to your Account. You shall immediately notify us of any known or suspected unauthorized use of the Service or breach of its security likely to cause unauthorized use of the Service, and shall use your best efforts to stop said breach.
Suspension of access and use. You are responsible for compliance with the provisions hereof by End-Users and for any and all activities that occur under your Account. If we reasonably suspect that you or End-Users are misusing the Service or helping anyone to misuse the Service, we may, in addition to other remedies we may have, suspend your access and use of the Service, block your Account and take any other necessary measure to prevent you and End-Users from accessing or using the Service for as long as we deem it necessary, at our sole discretion and without prior notice.
Cooperation. You must, at your own expense, provide all reasonable assistance and cooperation as we may require from time to time in order for us to provide proper access and use of the Service.
5. CONFIDENTIALITY; CLIENT DATA; PERSONAL INFORMATION PROTECTION
Confidential Information. Subject to the express permissions contained in this Agreement, we and you will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, we and you may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under this Agreement and shall disclose such Confidential Information solely to those of our respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.
Ownership of Client Data. Except as provided in this section 5, Wazo obtains no rights under this Agreement from you on Client Data.
Wazo’s Use of Client Data. Notwithstanding anything to the contrary in this Agreement, you hereby grant Wazo the rights to do the following with respect to Client Data:
(a) license, assign, transfer or otherwise allow access to Client Data to any of our affiliates, subject to such affiliate’s compliance with our obligations herein;
(b) access, process or otherwise use Client Data, or allow any of our affiliates to do the same, for the purposes of performing the Service, providing support or assistance or maintaining or enhancing the Service’s performance and functionalities;
(c) access, process or otherwise use Client Data, or allow any of our affiliates to do the same, for the purposes of using, reproducing, selling, publicizing, or otherwise commercially exploiting Aggregate Data in any way, at our sole discretion;
(d) disclose Client Data as required by applicable law or by proper governmental authority, in which case we shall give you prompt notice of any such legal or governmental demand and reasonably cooperate with you in any effort to seek a protective order or otherwise to contest such required disclosure, at your expense;
it being understood and agreed that any other use of Client Data shall be subject to your prior written consent.
Personal Information Protection Policy. Wazo personal information protection policy, as it may be supplemented or otherwise modified from time to time (the “Personal Information Protection Policy”) sets out how we collect, use, disclose and protect certain information about you and End-Users as well as your and their respective devices, computers and access and use of the Service. The Personal Information Protection Policy applies only to the Service and does not apply to any third party websites or services linked to the Service or recommended or referred to through the Service or by our staff.
Risk of exposure. We will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Client Data. However, you acknowledge and agree that online data hosting involves inherent risks of unauthorized access, disclosure or exposure and that, by accessing and using the Service, you assume these risks. Wazo makes no representation or warranty that Client Data will not be unintentionally accessible, exposed or communicated by errors or actions of third parties.
Data accuracy. Notwithstanding anything to the contrary in this Agreement, we shall not be responsible or liable for the completeness, accuracy or appropriateness of Client Data.
Data deletion. If your Account is used in violation of the Agreement, inactive, suspended, or closed for ninety (90) consecutive days or more without restoration, we may permanently erase Client Data at our sole discretion and without prior written notice. You hereby acknowledge that Client Data cannot be recovered once it has been permanently deleted. Furthermore, we have the right, but not the obligation, to copy and store Client Data for backup purposes in a manner compliant with this Agreement and with the Personal Information Protection Policy.
6. INTELLECTUAL PROPERTY; FEEDBACK
Intellectual Property rights. We will retain all interest in and to the Service, including all Documentation, updates, derivative works, and all other Intellectual Property rights in connection with the Service, including Wazo’s name, logos and trademarks reproduced through the Service, or any Feedback provided to us. This Agreement does not grant you any Intellectual Property licence or right in any part of the Service.
Feedback. Notwithstanding anything to the contrary in this Agreement, it is understood and agreed that any Feedback that you or End-Users provide us will be treated as our proprietary information, and nothing in this Agreement or in any act or omission arising out of or related to this Agreement will restrict our right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting the person who provided such Feedback. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying the Service.)
7. WARRANTY EXCLUSION; LIABILITY; INDEMNIFICATION
Warranty exclusion. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. Without limiting the generality of the foregoing: (a) we have no obligation to indemnify or defend you or End-Users against claims related to infringement of Intellectual Property; (b) we do not represent or warrant that the Service will perform without interruption or error; and (c) we do not represent or warrant that the Service is secure from hacking or other unauthorized intrusion or that Client Data will remain private or secure.
Exclusion of liability. WE WILL USE REASONABLE CARE IN THE PERFORMANCE OF OUR OBLIGATIONS UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WILL ONLY BE LIABLE FOR ANY LOSS OR DAMAGE SUFFERED BY YOU OR END-USERS AS A DIRECT RESULT OF ANY GROSS NEGLIGENCE, FRAUD OR WILFUL DEFAULT ON OUR PART IN THE PERFORMANCE OF OUR OBLIGATIONS. IN ADDITION, NO PERSON IN THE WAZO GROUP SHALL HAVE ANY LIABILITY WITH RESPECT TO, AND YOU HEREBY WAIVE, RELEASE, AND AGREE NOT TO TAKE ANY LEGAL ACTION OR CLAIM AGAINST ANY PERSON IN THE WAZO GROUP, ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES SUFFERED OR INCURRED BY YOU OR END-USERS IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR ANY OF THE OPERATIONS CONTEMPLATED BY THIS AGREEMENT.
Indemnification. To the fullest extent permitted by law, you agree to defend, indemnify, and hold any person in the Wazo Group harmless against any action, proceeding, claim, causes of action, demand, debt, loss, damage, charge and cost, including reasonable legal costs and any amount paid to settle any action or to satisfy a judgement and expenses of any kind and character whatsoever incurred by such person relating to or arising from your or End-Users’ alleged or actual use of, misuse of, or failure to use the Service or from any third party’s alleged or actual use of, misuse of, or failure to use the Service due to your actions or omissions. Without limiting the generality of the foregoing, your indemnification obligation to any person of the Wazo Group applies to any instance where you or End-Users, using the Service, allegedly or actually transmitted, uploaded, sent or stored files, materials, data, text, audio, video, images or other content that (a) infringed on any third party’s Intellectual Property rights; or (b) was racist, hateful, abusive, libelous, obscene, discriminatory or otherwise unlawful or contrary to public order.
Injunctive relief. Nothing in this Agreement shall be interpreted or construed as limiting our right to seek temporary, preliminary and permanent injunctive relief in the event of a breach of this Agreement.
8. TEMPORARY SUSPENSION
Wazo may suspend your Account and your rights, and End-Users’ rights, to use and access the Service, in whole or in part, immediately upon notice, if we determine:
(a) your or any End User’s use of the Service (i) poses a threat to the security of the Service or any third party, (ii) could adversely impact the Service, (iii) could subject us, our affiliates, or any third party to liability, or (iv) otherwise be in contravention with Client’s obligations pertaining to section 4;
(b) you are, or any End User is, in breach of the provisions of this Agreement;
(c) default of payment with respect to section 3; or
(d) you have ceased to operate in the ordinary course of business, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
9. TERM AND TERMINATION
Term. The term is the period during which you have agreed to access or use the Service, which shall commence on the Effective Date and end upon termination of this Agreement in accordance with the provisions hereof (the “Term”).
Termination for Convenience. You may elect to terminate this Agreement by expressly notifying following the account-closing mechanism provided. We may terminate this Agreement for any reason without any prior notice.
Termination for Inactivity. If your Account is inactive, suspended, or closed for ninety (90) consecutive days or more without restoration, we may elect, at our sole discretion, to terminate this Agreement without prior written notice.
Termination for Cause. We may elect to terminate the Agreement and delete your Account without any prior notice in any case listed in section 8.
Termination for Discontinuation of Services. Notwithstanding anything to the contrary in this Agreement, we may decide to discontinue the Service for any reason, including in response to unforeseen circumstances beyond our control or to comply with a legal requirement. We will use commercially reasonable efforts to notify you in advance of such discontinuation of the Service. If we discontinue the Service in this way, this Agreement shall be immediately terminated.
Effects of Termination. Upon the termination of this Agreement, you shall pay immediately all outstanding amounts you owe us, and you and End-Users shall cease all use of the Service and delete, destroy, or return to us all copies of the Documentation or of any Confidential Information received from us that is in your or their possession or control. To the extent applicable, the following provisions will survive termination of this Agreement: Section 5 (CONFIDENTIALITY; CLIENT DATA; PERSONAL INFORMATION PROTECTION), Section 6 (INTELLECTUAL PROPERTY; FEEDBACK), Section 7 (WARRANTY EXCLUSION; LIABILITY; INDEMNIFICATION) and any other provision of this Agreement that must survive to fulfill its essential purpose.
Rules of construction. In this Agreement, the words “include”, “includes” and “including” will be deemed to be followed by “without limitation”. Headings and titles contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement will not be construed in favour of or against either you or us by reason of having acted or not as stipulator.
Waiver. Our failure to fully enforce a provision is not a waiver of our right to do so later. No statement or representation will be deemed to be a waiver of any of our rights hereunder unless it is an explicit written waiver given by an authorised representative. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
Severability. To the fullest extent permitted by applicable law, if a provision of this Agreement is found unenforceable, the remaining provisions of this Agreement will remain in full effect and an enforceable provision will be substituted reflecting our common intent as closely as possible.
Assignment. You may not assign any of your rights under this Agreement, and any such attempt will be void. We may assign our rights to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Service, at our sole discretion.
Choice of law and jurisdiction. This Agreement will be governed solely by the internal laws of the Canadian province of Québec, without reference to any conflicts of law principle that would apply the substantive laws of another jurisdiction to any party’s rights or duties. We and you each consent to the personal and exclusive jurisdiction of the federal and provincial courts of the judicial district of Montreal, in the Canadian province of Quebec.
Precedence. In the event of a conflict between this Agreement and any part of the Documentation or of the Personal Information Protection Policy, the provisions of this Agreement shall prevail. Should any conflict arise between the English language version of this Agreement and any translation hereof, the English language version shall prevail.
Entire Agreement. This Agreement sets forth the entire agreement between the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter.
Modifications. We may amend this Agreement from time to time, at our sole discretion, including to reflect changes to applicable laws or updates. If any amendment affects your legal rights as a user of our Service, we’ll notify you prior to the amendment’s effective date by sending an email to the email address associated with your Account or via an in-product notification, in which case this amendment will be effective no less than thirty (30) days from when we notify you. If you do not agree to such amendment, you must terminate this Agreement in accordance with the provisions herewith before it comes into effect. By continuing to use or access the Service after the amendment comes into effect, you agree to be bound by the amended Agreement. For greater certainty, you will not be notified and will not receive in-product notification for updates that do not affect your legal rights as a user of our Service.