TOUCAN SOLUTIONS INC.
AGREEMENT REGARDING ACCESS TO THE PLATFORM
IMPORTANT – ACCESS TO OUR PLATFORM IS SUBJECT TO THE TERMS SET FORTH BELOW (THE " AGREEMENT "). THEREFORE, PLEASE READ IT BEFORE ACCESSING OR USING THE PLATFORM.
THIS AGREEMENT, ENTERED INTO AND CONCLUDED AT THE TIME AND DATE OF THE CLICK OR ACTIVATION OF THE BUTTON, CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU (THE " USER " OR " YOU ") AND TOUCAN SOLUTIONS INC. (" TOUCAN SOLUTIONS ") AND GOVERNS ACCESS TO AND USE OF THE PLATFORM OFFERED BY TOUCAN SOLUTIONS.
BY CLICKING OR PRESSING THE " ACCEPT " BUTTON OR A SIMILAR STATEMENT, IF APPLICABLE, WHEN ACCESSING OR USING THE PLATFORM, THE USER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THAT THIS AGREEMENT GOVERNS THE USER'S USE OF THE PLATFORM. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE PLATFORM.
IF YOU ENTER INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY BY THIS AGREEMENT, IN WHICH CASE "YOU" AND "USER" SHALL MEAN THE ENTITY YOU REPRESENT. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, TOUCAN SOLUTIONS DOES NOT ALLOW YOU TO ACCESS OR USE THE PLATFORM, AND YOU MAY NOT USE THE PLATFORM.
1. DEFINITIONS
In addition to other terms defined in the Agreement, for the purposes of this Agreement :
1.1 " User Data " means all electronic data or other information that is (i) uploaded or entered by the User on the Platform; or (ii) stored by the User via the Platform, including any personal data governed by applicable privacy laws and regulations;
1.2 "Intellectual Property Rights " means all patents, copyrights, trademarks, trade names, and other proprietary rights, as well as registrations or applications for registration concerning the foregoing;
1.3 " Updates and Upgrades" means i) modifications to the Platform to fix issues with the Platform or to slightly change its functionality, which includes updates, upgrades, patches, bug fixes, and other temporary modifications made to the Platform by Toucan Solutions from time to time, at its discretion; and ii) new modules or new versions of the Platform that add significant functional capabilities or new features to the Platform;
1.4 " Platform " means the digital platform offered by Toucan Solutions, accessible at the following addresses (including but not limited to): go-toucan.com, gotoucan.app, app.toucanhq.com, pocket.toucanhq.com and colinor.toucanhq.com;
1.5 " Intellectual Property " means all ideas, concepts, inventions, methods, processes, know-how, trade secrets, work, software, computer programs and other software (including, source codes and object codes, algorithms, architectures, structures, user interfaces, including screens, layout, and development tools), databases, designs, plans, drawings, brochures, Platform content, advertising and sales documents, as well as any other marketing materials, as well as improvements to any of the foregoing, or applications or derivative works thereof, as well as other forms of intellectual property, whether or not subject to registration or possibly registrable.
1.6 " Network(s) " means the organizational structures between Users and any other relevant entity;
2 PLATFORM
2.1 Access. Subject to the terms of this Agreement, Toucan Solutions makes the Platform available to the User. Toucan Solutions makes reasonable commercial efforts to keep the Platform accessible 24 hours a day, 7 days a week. For any support requests, please contact us at aide@toucansolutions.ca. The maximum response time is 6 business days, unless otherwise agreed upon in a specific service level agreement.
2.2 Suspension of access. Toucan Solutions may suspend the User's account, or its right to access or use the Platform in the following situations: i) the User is in default of payment or breaches the provisions of the Agreement and this breach is not corrected within 10 days following the User's receipt of written notice from Toucan Solutions; ii) immediately, if Toucan Solutions detects fraud, a security breach, or any other similar threat that causes or could cause, in the reasonable opinion of Toucan Solutions, harm to the Platform or User Data; or (iii) Toucan Solutions undertakes planned maintenance. Toucan Solutions makes reasonable commercial efforts (i) to inform Users of the planned maintenance and (ii) to restore access to the Platform or its use as soon as possible after suspension.
2.3 Modifications, updates, and upgrades. The User acknowledges and agrees that Toucan Solutions may, from time to time and at its sole discretion, modify the Platform and make Updates and upgrades.
3 USER OBLIGATIONS AND RESPONSIBILITIES
3.1 User Responsibilities. The User is responsible (i) for using the Platform in good faith and in a manner that complies with all applicable laws at the local, provincial or state, national, and international levels; (ii) for all uses and misuses of the Platform and for violations of the terms of the Agreement, including by its employees, contractors, or representatives; (iii) for employing appropriate means to acquire the User Data and for ensuring the accuracy, quality, legality, and use of the User Data; and (iv) for creating its own password to access the Platform and for maintaining the confidentiality of that password. The User will maintain security measures in accordance with industry best practices and will promptly inform Toucan Solutions as soon as it becomes aware of any unauthorized access to the Platform or any abusive or unauthorized disclosure of personal data. If the User determines that its password is or may be compromised, the User will immediately notify Toucan Solutions. The User will be held liable for any damage incurred by Toucan Solutions resulting from any disclosure or misuse of the User's password.
3.2 Acceptable use. The User agrees to use the Platform in the manner and for the purposes expressly provided in this Agreement. The User (i) does not use the Platform in a manner that infringes the intellectual property rights of Toucan Solutions or a third party; (ii) does not decompile, disassemble, analyze, or otherwise examine the Platform for the purpose of reverse engineering; (iii) does not copy, reproduce, republish, upload, display, transmit, sell, rent, or otherwise distribute the Platform, any information posted on it, or any part of the Platform, or cause or allow a third party to do so; and (iv) does not use any device or software or take any action to disrupt or attempt to disrupt the proper functioning of the Platform or the experience of other users on the Platform.
4 PRIVACY COMPLIANCE
4.1 Consents. The User represents and warrants that it will comply with all applicable privacy laws and regulations in connection with the collection, use, processing, disclosure, and handling of personal data that is part of the User Data or otherwise provided to Toucan Solutions for the purposes of this Agreement. Without limiting the foregoing, the User represents, warrants, and agrees that: (i) it has (and will have) provided any required notice and obtained all necessary consents and rights under any applicable law to permit Toucan Solutions to legally process the User Data as permitted by the Platform and this Agreement; (ii) it has full right and authority to upload the User Data to the Platform and to make the User Data available to Toucan Solutions under this Agreement; and (iii) the processing of User Data by Toucan Solutions in accordance with this Agreement will not violate any applicable law or any rights of any third party.
4.2 Use of User Data on the Platform. The User recognizes and agrees that (i) the User is solely responsible for its User Data and how it is used and shared on the Platform; and (ii) the Platform is a collaborative network and involves the sharing of data and information between different users, including in sharing data between the User and (a) other users of the Platform, or (b) the Network(s) to which the User belongs. Toucan Solutions shall not be liable for any damages or losses, whether monetary or non-monetary, arising from the sharing of User Data by other users in the manner in which the Platform allows and is intended to operate, and disclaims any liability in this regard.
4.3 Protection of User Data. Toucan Solutions has implemented administrative, physical, and technical measures designed to protect the security, privacy, and integrity of User Data according to industry standards. Production data is hosted in Canada according to industry standards and with regular backups, at least every 24 hours. Toucan Solutions does not access User Data except (i) in the course of fulfilling its obligations hereunder; (ii) to avoid or address technical issues; or (iii) at the User's request. Subject to the usage cases described in section 4.2, in no event shall Toucan Solutions share or facilitate the sharing of User Data with any third party, other than its contractors who need access to it to fulfill Toucan Solutions' obligations hereunder, or if required by applicable law or a governmental authority. In the latter case, Toucan Solutions will notify the User of any request for access to stored information from a governmental authority or in connection with applicable law.
5 INTELLECTUAL PROPERTY
5.1 Ownership of Toucan Solutions. Toucan Solutions (or its licensors) owns and retains all rights, titles, and interests in (i) the Platform and all content and materials contained therein (other than User Data); (ii) all Data (other than User Data) generated by the Platform, including all metadata generated by the Platform; (iii) all enhancements, Updates and upgrades, or other modifications of the foregoing; (iv) all trademarks related to the Platform and to Toucan Solutions; and (vi) all Intellectual Property and Intellectual Property Rights associated with the foregoing. The User does not acquire any rights or licenses in respect of the property of Toucan Solutions, except as expressly provided otherwise in the Agreement.
5.2 User Ownership and Licenses. The User owns all rights, titles, and interests in User Data, including all of its Intellectual Property Rights. The User grants Toucan Solutions (i) a royalty-free, worldwide, non-exclusive license to host, use, copy, reproduce, display, save, process, and transmit User Data as necessary for the operation of the Platform.
5.3 Feedback. Toucan Solutions owns all rights, titles, and interests in the suggestions, requests, or recommendations for improvement or enhancement of the Platform or any part of the Platform that the User may, alone or with Toucan Solutions, make or propose during the term of the Agreement (collectively, the "Feedback"). Hereby, the User irrevocably (i) assigns all rights, titles, and interests in the Feedback to Toucan Solutions, and (ii) waives, in favor of Toucan Solutions and its successors and assigns, all moral rights that the User holds or may hold in the Feedback, worldwide, to the fullest extent possible in each relevant jurisdiction.
6 REMOVAL OF THE PLATFORM OR YOUR ACCESS TO THE PLATFORM; TERMINATION OF THIS AGREEMENT
6.1 Right of Termination by Toucan Solutions. You agree that Toucan Solutions, at its sole discretion, for any reason or no reason, has the right (but not the obligation) to block your IP address or otherwise terminate your access or use of the Platform (in whole or in part), immediately and without notice, for any reason, including if Toucan Solutions believes that you have violated the spirit or letter of this Agreement. Toucan Solutions may also, at its sole discretion and at any time, cease providing the Platform, in whole or in part, with or without notice. You agree that Toucan Solutions shall not be liable to you or to any third party for any losses or damages, monetary or otherwise, arising from the termination of access to the Platform or the removal of the Platform, in whole or in part, by Toucan Solutions.
6.2 User Right of Termination. You have the right to terminate your account and access to the Platform at any time. Please contact info@toucansolutions.ca to request this termination. Upon termination of this Agreement, the User's access to the Platform will cease. It is the User's responsibility to proactively retrieve the User Data before the termination of this Agreement. Toucan Solutions will make reasonable efforts to assist in retrieving the User Data, but the User acknowledges that failure to retrieve the User Data before the termination of the Agreement may result in permanent loss of data.
6.3 Effects of Termination. The removal of the Platform or the termination of your access to the Platform results in the termination of this Agreement. All provisions of the Agreement that by their nature are intended to survive termination shall remain in effect upon termination of this Agreement, including, without limitation, provisions relating to intellectual property, warranty disclaimers, indemnification, and limitation of liability. The User acknowledges that as of the date of termination, the User will lose all access to its User Data, and, unless otherwise agreed in writing between the parties, Toucan Solutions, without incurring any liability to the User, the Network(s), or any third party, may delete all User Data. In the case of unintentional termination, Toucan Solutions will make the User Data available to the User for 60 days for extraction.
7 DISCLAIMER OF WARRANTIES
You understand and expressly agree that your use of the Platform and the information it contains (whether provided by Toucan Solutions or a third party) or any activity arising from the use of the Platform or the information it contains or documents downloaded from it is at your own risk. The Platform, documents downloaded from it, or any third-party material, are provided “as is” and on an “as available” basis, and you are solely responsible for any damages to your computer system or loss of data resulting from downloading, transmission or access to any material obtained by using the Platform or any function of the Platform, or any damage or loss (monetary or otherwise) resulting from the use of the Platform, the information it contains, documents downloaded from the Platform or any activity arising from the use of the Platform, the information it contains or documents downloaded from it.
The information or resources provided on the Platform that have been written or produced by the personnel of Toucan Solutions, freelance writers or other contractors are deemed to be as accurate as possible at the time of their writing or production, and all efforts have been made to ensure that the information displayed on the Platform is as accurate and up-to-date as possible. However, some information may change, and errors or omissions may occur. In such cases, Toucan Solutions shall not be held liable for any losses or damages, direct or indirect, monetary or otherwise, resulting from changes or errors or omissions on the Platform or the information it contains, or from reliance on them, whether correct or not.
Toucan Solutions expressly disclaims all warranties, express or implied, including but not limited to warranties of title and non-infringement, that the Platform, the information it contains or documents downloaded from the Platform and third-party materials, will be offered uninterrupted, error-free, accurate, reliable and free of viruses or other harmful components, as well as implied warranties of merchantability and fitness for a particular purpose.
Toucan Solutions and its shareholders, directors, officers, employees, contractors, suppliers, licensors, and agents do not warrant: i) that the Platform will be secure or accessible at any time and from any location; ii) that they will correct all defects, errors, or omissions; iii) that any content or software offered on or via the Platform is free from viruses or other harmful components; or iv) that the results of using the Platform or content downloaded from it will meet your requirements.
To the extent that the law does not permit a waiver of warranty, all content accessible on the Platform, or from any other site linked to the Platform, as well as all operations on the Platform are warranted only as required by law.
8 LIMITATION OF LIABILITY
In no event shall Toucan Solutions or its shareholders, directors, officers, employees, contractors, suppliers, licensors, and agents be liable for indirect, special, intangible, exemplary, punitive, or other damages, or for losses, damages, liabilities, costs, and expenses arising directly or indirectly from: i) your access or inability to access the Platform, or your use or misuse of the Platform; ii) the interruption, suspension, or removal of the Platform, in whole or in part, regardless of the cause of action (whether based on a contract, warranty, tort, quasi-tort, civil tort, negligence, strict liability, or any other principle of liability), even if we have been advised of the possibility of such damages. Notwithstanding any contrary provision in this Agreement, our total liability for all claims arising out of your use of the Platform shall not exceed $100 CAD.
You understand and expressly agree that Toucan Solutions or its shareholders, directors, officers, employees, contractors, suppliers, licensors, and agents shall not be liable for any direct, indirect, incidental, special, intangible, punitive, or exemplary damages, including damages for loss of profits, loss of goodwill, losses of use, data, or other intangible losses, in contract, tort, strict liability, negligence, civil, or any other cause of action under law or equity, relating to the Platform, the content of the Platform, your use of the Platform, activities arising from your use of the Platform, third-party materials on the Platform or any document downloaded from the Platform. This limitation of liability applies, without limitation, to damages or injuries caused by any error, omission, or other failure to perform by Toucan Solutions or its shareholders, directors, officers, employees, contractors, suppliers, licensors, and agents; any interruption, malfunction, or delay in operation or transmission, including a communication failure; a computer virus; and the theft, destruction, or alteration of electronic documents, or unauthorized access or use of such electronic documents.
You acknowledge that the submission of any content on the Platform (including personal information) is at your own risk. Toucan Solutions disclaims any liability to you regarding any loss or liability arising in any way from such content.
Some jurisdictions do not allow limitations or exclusions of liability for incidental or intangible damages. Therefore, you may not be subject to the above exclusions and limitations.
9 MISCELLANEOUS PROVISIONS
9.1 Forms. Nothing in any document submitted by the User in the course of using the Platform shall modify, correct, or supplement the terms of the Agreement.
9.2 Force majeure. Toucan Solutions shall not be liable for any failure or delay in performing its obligations hereunder arising, directly or indirectly, from an event of force majeure.
9.3 Entire Agreement. This Agreement constitutes the entire agreement entered into between the User and Toucan Solutions concerning the use of the Platform and supersedes and replaces all prior or contemporaneous agreements, statements, or representations, oral or written, between the parties regarding the subject matter of the Agreement.
9.4 Successors and assigns. All obligations set forth in the Agreement are binding and shall inure to the benefit of the respective successors and assigns of the parties.
9.5 Waiver. The failure of a party to enforce any provision of the Agreement shall not constitute a waiver of that provision, nor of the right of that party to enforce that provision or any other provision.
9.6 Severability. If any court of competent jurisdiction finds that any provision of the Agreement is invalid, illegal, or unenforceable, the validity, legality, or applicability of the remaining provisions of the Agreement shall not be affected or diminished.
9.7 Governing Law and Jurisdiction. The Agreement is governed by the laws of Quebec (Canada) and shall be interpreted in accordance with those laws, excluding rules regarding private international law or conflict of laws that would result in the application of the laws of another jurisdiction. Regardless of the jurisdiction from which you access or use the Platform, you agree that any action based in law or equity that may arise from this Agreement or relate to it must be brought before a federal or provincial court sitting in Quebec (District of Montreal), Canada, and shall be resolved by such court. You hereby consent and agree to submit, irrevocably and unconditionally, to the exclusive jurisdiction and venue of such courts concerning any suit, action, or proceeding that may arise from this Agreement. Notwithstanding the foregoing, we shall have the right to bring an action against you in the competent courts of the jurisdiction where you reside, or the jurisdiction where you are located: i) to seek injunctive relief against you; ii) to obtain a judgment against you, if the judgment of a Quebec court cannot be enforced by the authorities of the jurisdiction where you reside, or the jurisdiction where you are located; or iii) to enforce a judgment rendered against you by a Quebec court.
TOUCAN SOLUTIONS INC.
AGREEMENT REGARDING ACCESS TO THE PLATFORM
IMPORTANT – ACCESS TO OUR PLATFORM IS SUBJECT TO THE TERMS SET FORTH BELOW (THE " AGREEMENT "). THEREFORE, PLEASE READ IT BEFORE ACCESSING OR USING THE PLATFORM.
THIS AGREEMENT, ENTERED INTO AND CONCLUDED AT THE TIME AND DATE OF THE CLICK OR ACTIVATION OF THE BUTTON, CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU (THE " USER " OR " YOU ") AND TOUCAN SOLUTIONS INC. (" TOUCAN SOLUTIONS ") AND GOVERNS ACCESS TO AND USE OF THE PLATFORM OFFERED BY TOUCAN SOLUTIONS.
BY CLICKING OR PRESSING THE " ACCEPT " BUTTON OR A SIMILAR STATEMENT, IF APPLICABLE, WHEN ACCESSING OR USING THE PLATFORM, THE USER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THAT THIS AGREEMENT GOVERNS THE USER'S USE OF THE PLATFORM. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE PLATFORM.
IF YOU ENTER INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY BY THIS AGREEMENT, IN WHICH CASE "YOU" AND "USER" SHALL MEAN THE ENTITY YOU REPRESENT. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, TOUCAN SOLUTIONS DOES NOT ALLOW YOU TO ACCESS OR USE THE PLATFORM, AND YOU MAY NOT USE THE PLATFORM.
1. DEFINITIONS
In addition to other terms defined in the Agreement, for the purposes of this Agreement :
1.1 " User Data " means all electronic data or other information that is (i) uploaded or entered by the User on the Platform; or (ii) stored by the User via the Platform, including any personal data governed by applicable privacy laws and regulations;
1.2 "Intellectual Property Rights " means all patents, copyrights, trademarks, trade names, and other proprietary rights, as well as registrations or applications for registration concerning the foregoing;
1.3 " Updates and Upgrades" means i) modifications to the Platform to fix issues with the Platform or to slightly change its functionality, which includes updates, upgrades, patches, bug fixes, and other temporary modifications made to the Platform by Toucan Solutions from time to time, at its discretion; and ii) new modules or new versions of the Platform that add significant functional capabilities or new features to the Platform;
1.4 " Platform " means the digital platform offered by Toucan Solutions, accessible at the following addresses (including but not limited to): go-toucan.com, gotoucan.app, app.toucanhq.com, pocket.toucanhq.com and colinor.toucanhq.com;
1.5 " Intellectual Property " means all ideas, concepts, inventions, methods, processes, know-how, trade secrets, work, software, computer programs and other software (including, source codes and object codes, algorithms, architectures, structures, user interfaces, including screens, layout, and development tools), databases, designs, plans, drawings, brochures, Platform content, advertising and sales documents, as well as any other marketing materials, as well as improvements to any of the foregoing, or applications or derivative works thereof, as well as other forms of intellectual property, whether or not subject to registration or possibly registrable.
1.6 " Network(s) " means the organizational structures between Users and any other relevant entity;
2 PLATFORM
2.1 Access. Subject to the terms of this Agreement, Toucan Solutions makes the Platform available to the User. Toucan Solutions makes reasonable commercial efforts to keep the Platform accessible 24 hours a day, 7 days a week. For any support requests, please contact us at aide@toucansolutions.ca. The maximum response time is 6 business days, unless otherwise agreed upon in a specific service level agreement.
2.2 Suspension of access. Toucan Solutions may suspend the User's account, or its right to access or use the Platform in the following situations: i) the User is in default of payment or breaches the provisions of the Agreement and this breach is not corrected within 10 days following the User's receipt of written notice from Toucan Solutions; ii) immediately, if Toucan Solutions detects fraud, a security breach, or any other similar threat that causes or could cause, in the reasonable opinion of Toucan Solutions, harm to the Platform or User Data; or (iii) Toucan Solutions undertakes planned maintenance. Toucan Solutions makes reasonable commercial efforts (i) to inform Users of the planned maintenance and (ii) to restore access to the Platform or its use as soon as possible after suspension.
2.3 Modifications, updates, and upgrades. The User acknowledges and agrees that Toucan Solutions may, from time to time and at its sole discretion, modify the Platform and make Updates and upgrades.
3 USER OBLIGATIONS AND RESPONSIBILITIES
3.1 User Responsibilities. The User is responsible (i) for using the Platform in good faith and in a manner that complies with all applicable laws at the local, provincial or state, national, and international levels; (ii) for all uses and misuses of the Platform and for violations of the terms of the Agreement, including by its employees, contractors, or representatives; (iii) for employing appropriate means to acquire the User Data and for ensuring the accuracy, quality, legality, and use of the User Data; and (iv) for creating its own password to access the Platform and for maintaining the confidentiality of that password. The User will maintain security measures in accordance with industry best practices and will promptly inform Toucan Solutions as soon as it becomes aware of any unauthorized access to the Platform or any abusive or unauthorized disclosure of personal data. If the User determines that its password is or may be compromised, the User will immediately notify Toucan Solutions. The User will be held liable for any damage incurred by Toucan Solutions resulting from any disclosure or misuse of the User's password.
3.2 Acceptable use. The User agrees to use the Platform in the manner and for the purposes expressly provided in this Agreement. The User (i) does not use the Platform in a manner that infringes the intellectual property rights of Toucan Solutions or a third party; (ii) does not decompile, disassemble, analyze, or otherwise examine the Platform for the purpose of reverse engineering; (iii) does not copy, reproduce, republish, upload, display, transmit, sell, rent, or otherwise distribute the Platform, any information posted on it, or any part of the Platform, or cause or allow a third party to do so; and (iv) does not use any device or software or take any action to disrupt or attempt to disrupt the proper functioning of the Platform or the experience of other users on the Platform.
4 PRIVACY COMPLIANCE
4.1 Consents. The User represents and warrants that it will comply with all applicable privacy laws and regulations in connection with the collection, use, processing, disclosure, and handling of personal data that is part of the User Data or otherwise provided to Toucan Solutions for the purposes of this Agreement. Without limiting the foregoing, the User represents, warrants, and agrees that: (i) it has (and will have) provided any required notice and obtained all necessary consents and rights under any applicable law to permit Toucan Solutions to legally process the User Data as permitted by the Platform and this Agreement; (ii) it has full right and authority to upload the User Data to the Platform and to make the User Data available to Toucan Solutions under this Agreement; and (iii) the processing of User Data by Toucan Solutions in accordance with this Agreement will not violate any applicable law or any rights of any third party.
4.2 Use of User Data on the Platform. The User recognizes and agrees that (i) the User is solely responsible for its User Data and how it is used and shared on the Platform; and (ii) the Platform is a collaborative network and involves the sharing of data and information between different users, including in sharing data between the User and (a) other users of the Platform, or (b) the Network(s) to which the User belongs. Toucan Solutions shall not be liable for any damages or losses, whether monetary or non-monetary, arising from the sharing of User Data by other users in the manner in which the Platform allows and is intended to operate, and disclaims any liability in this regard.
4.3 Protection of User Data. Toucan Solutions has implemented administrative, physical, and technical measures designed to protect the security, privacy, and integrity of User Data according to industry standards. Production data is hosted in Canada according to industry standards and with regular backups, at least every 24 hours. Toucan Solutions does not access User Data except (i) in the course of fulfilling its obligations hereunder; (ii) to avoid or address technical issues; or (iii) at the User's request. Subject to the usage cases described in section 4.2, in no event shall Toucan Solutions share or facilitate the sharing of User Data with any third party, other than its contractors who need access to it to fulfill Toucan Solutions' obligations hereunder, or if required by applicable law or a governmental authority. In the latter case, Toucan Solutions will notify the User of any request for access to stored information from a governmental authority or in connection with applicable law.
5 INTELLECTUAL PROPERTY
5.1 Ownership of Toucan Solutions. Toucan Solutions (or its licensors) owns and retains all rights, titles, and interests in (i) the Platform and all content and materials contained therein (other than User Data); (ii) all Data (other than User Data) generated by the Platform, including all metadata generated by the Platform; (iii) all enhancements, Updates and upgrades, or other modifications of the foregoing; (iv) all trademarks related to the Platform and to Toucan Solutions; and (vi) all Intellectual Property and Intellectual Property Rights associated with the foregoing. The User does not acquire any rights or licenses in respect of the property of Toucan Solutions, except as expressly provided otherwise in the Agreement.
5.2 User Ownership and Licenses. The User owns all rights, titles, and interests in User Data, including all of its Intellectual Property Rights. The User grants Toucan Solutions (i) a royalty-free, worldwide, non-exclusive license to host, use, copy, reproduce, display, save, process, and transmit User Data as necessary for the operation of the Platform.
5.3 Feedback. Toucan Solutions owns all rights, titles, and interests in the suggestions, requests, or recommendations for improvement or enhancement of the Platform or any part of the Platform that the User may, alone or with Toucan Solutions, make or propose during the term of the Agreement (collectively, the "Feedback"). Hereby, the User irrevocably (i) assigns all rights, titles, and interests in the Feedback to Toucan Solutions, and (ii) waives, in favor of Toucan Solutions and its successors and assigns, all moral rights that the User holds or may hold in the Feedback, worldwide, to the fullest extent possible in each relevant jurisdiction.
6 REMOVAL OF THE PLATFORM OR YOUR ACCESS TO THE PLATFORM; TERMINATION OF THIS AGREEMENT
6.1 Right of Termination by Toucan Solutions. You agree that Toucan Solutions, at its sole discretion, for any reason or no reason, has the right (but not the obligation) to block your IP address or otherwise terminate your access or use of the Platform (in whole or in part), immediately and without notice, for any reason, including if Toucan Solutions believes that you have violated the spirit or letter of this Agreement. Toucan Solutions may also, at its sole discretion and at any time, cease providing the Platform, in whole or in part, with or without notice. You agree that Toucan Solutions shall not be liable to you or to any third party for any losses or damages, monetary or otherwise, arising from the termination of access to the Platform or the removal of the Platform, in whole or in part, by Toucan Solutions.
6.2 User Right of Termination. You have the right to terminate your account and access to the Platform at any time. Please contact info@toucansolutions.ca to request this termination. Upon termination of this Agreement, the User's access to the Platform will cease. It is the User's responsibility to proactively retrieve the User Data before the termination of this Agreement. Toucan Solutions will make reasonable efforts to assist in retrieving the User Data, but the User acknowledges that failure to retrieve the User Data before the termination of the Agreement may result in permanent loss of data.
6.3 Effects of Termination. The removal of the Platform or the termination of your access to the Platform results in the termination of this Agreement. All provisions of the Agreement that by their nature are intended to survive termination shall remain in effect upon termination of this Agreement, including, without limitation, provisions relating to intellectual property, warranty disclaimers, indemnification, and limitation of liability. The User acknowledges that as of the date of termination, the User will lose all access to its User Data, and, unless otherwise agreed in writing between the parties, Toucan Solutions, without incurring any liability to the User, the Network(s), or any third party, may delete all User Data. In the case of unintentional termination, Toucan Solutions will make the User Data available to the User for 60 days for extraction.
7 DISCLAIMER OF WARRANTIES
You understand and expressly agree that your use of the Platform and the information it contains (whether provided by Toucan Solutions or a third party) or any activity arising from the use of the Platform or the information it contains or documents downloaded from it is at your own risk. The Platform, documents downloaded from it, or any third-party material, are provided “as is” and on an “as available” basis, and you are solely responsible for any damages to your computer system or loss of data resulting from downloading, transmission or access to any material obtained by using the Platform or any function of the Platform, or any damage or loss (monetary or otherwise) resulting from the use of the Platform, the information it contains, documents downloaded from the Platform or any activity arising from the use of the Platform, the information it contains or documents downloaded from it.
The information or resources provided on the Platform that have been written or produced by the personnel of Toucan Solutions, freelance writers or other contractors are deemed to be as accurate as possible at the time of their writing or production, and all efforts have been made to ensure that the information displayed on the Platform is as accurate and up-to-date as possible. However, some information may change, and errors or omissions may occur. In such cases, Toucan Solutions shall not be held liable for any losses or damages, direct or indirect, monetary or otherwise, resulting from changes or errors or omissions on the Platform or the information it contains, or from reliance on them, whether correct or not.
Toucan Solutions expressly disclaims all warranties, express or implied, including but not limited to warranties of title and non-infringement, that the Platform, the information it contains or documents downloaded from the Platform and third-party materials, will be offered uninterrupted, error-free, accurate, reliable and free of viruses or other harmful components, as well as implied warranties of merchantability and fitness for a particular purpose.
Toucan Solutions and its shareholders, directors, officers, employees, contractors, suppliers, licensors, and agents do not warrant: i) that the Platform will be secure or accessible at any time and from any location; ii) that they will correct all defects, errors, or omissions; iii) that any content or software offered on or via the Platform is free from viruses or other harmful components; or iv) that the results of using the Platform or content downloaded from it will meet your requirements.
To the extent that the law does not permit a waiver of warranty, all content accessible on the Platform, or from any other site linked to the Platform, as well as all operations on the Platform are warranted only as required by law.
8 LIMITATION OF LIABILITY
In no event shall Toucan Solutions or its shareholders, directors, officers, employees, contractors, suppliers, licensors, and agents be liable for indirect, special, intangible, exemplary, punitive, or other damages, or for losses, damages, liabilities, costs, and expenses arising directly or indirectly from: i) your access or inability to access the Platform, or your use or misuse of the Platform; ii) the interruption, suspension, or removal of the Platform, in whole or in part, regardless of the cause of action (whether based on a contract, warranty, tort, quasi-tort, civil tort, negligence, strict liability, or any other principle of liability), even if we have been advised of the possibility of such damages. Notwithstanding any contrary provision in this Agreement, our total liability for all claims arising out of your use of the Platform shall not exceed $100 CAD.
You understand and expressly agree that Toucan Solutions or its shareholders, directors, officers, employees, contractors, suppliers, licensors, and agents shall not be liable for any direct, indirect, incidental, special, intangible, punitive, or exemplary damages, including damages for loss of profits, loss of goodwill, losses of use, data, or other intangible losses, in contract, tort, strict liability, negligence, civil, or any other cause of action under law or equity, relating to the Platform, the content of the Platform, your use of the Platform, activities arising from your use of the Platform, third-party materials on the Platform or any document downloaded from the Platform. This limitation of liability applies, without limitation, to damages or injuries caused by any error, omission, or other failure to perform by Toucan Solutions or its shareholders, directors, officers, employees, contractors, suppliers, licensors, and agents; any interruption, malfunction, or delay in operation or transmission, including a communication failure; a computer virus; and the theft, destruction, or alteration of electronic documents, or unauthorized access or use of such electronic documents.
You acknowledge that the submission of any content on the Platform (including personal information) is at your own risk. Toucan Solutions disclaims any liability to you regarding any loss or liability arising in any way from such content.
Some jurisdictions do not allow limitations or exclusions of liability for incidental or intangible damages. Therefore, you may not be subject to the above exclusions and limitations.
9 MISCELLANEOUS PROVISIONS
9.1 Forms. Nothing in any document submitted by the User in the course of using the Platform shall modify, correct, or supplement the terms of the Agreement.
9.2 Force majeure. Toucan Solutions shall not be liable for any failure or delay in performing its obligations hereunder arising, directly or indirectly, from an event of force majeure.
9.3 Entire Agreement. This Agreement constitutes the entire agreement entered into between the User and Toucan Solutions concerning the use of the Platform and supersedes and replaces all prior or contemporaneous agreements, statements, or representations, oral or written, between the parties regarding the subject matter of the Agreement.
9.4 Successors and assigns. All obligations set forth in the Agreement are binding and shall inure to the benefit of the respective successors and assigns of the parties.
9.5 Waiver. The failure of a party to enforce any provision of the Agreement shall not constitute a waiver of that provision, nor of the right of that party to enforce that provision or any other provision.
9.6 Severability. If any court of competent jurisdiction finds that any provision of the Agreement is invalid, illegal, or unenforceable, the validity, legality, or applicability of the remaining provisions of the Agreement shall not be affected or diminished.
9.7 Governing Law and Jurisdiction. The Agreement is governed by the laws of Quebec (Canada) and shall be interpreted in accordance with those laws, excluding rules regarding private international law or conflict of laws that would result in the application of the laws of another jurisdiction. Regardless of the jurisdiction from which you access or use the Platform, you agree that any action based in law or equity that may arise from this Agreement or relate to it must be brought before a federal or provincial court sitting in Quebec (District of Montreal), Canada, and shall be resolved by such court. You hereby consent and agree to submit, irrevocably and unconditionally, to the exclusive jurisdiction and venue of such courts concerning any suit, action, or proceeding that may arise from this Agreement. Notwithstanding the foregoing, we shall have the right to bring an action against you in the competent courts of the jurisdiction where you reside, or the jurisdiction where you are located: i) to seek injunctive relief against you; ii) to obtain a judgment against you, if the judgment of a Quebec court cannot be enforced by the authorities of the jurisdiction where you reside, or the jurisdiction where you are located; or iii) to enforce a judgment rendered against you by a Quebec court.