AMILIA CORPORATION INC.
USER AGREEMENT

(hereinafter, the “Agreement”)

This Agreement is made by and between Amilia Corporation Inc. (“Amilia”) and the User (the “User”).  By creating a user account (“User Account”) on Amilia to access its Service (as this term is defined in the Client Service Agreement) , the User agrees to the terms and conditions herein.

BY COMPLETING THE USER ACCOUNT CREATION PROCESS AND ENTERING INTO THIS AGREEMENT, THE USER ACKNOWLEDGES THAT HE OR SHE HAS READ AND UNDERSTOOD THIS AGREEMENT AND EXPRESSLY AGREES TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS, AND ANY OTHER TERMS AND CONDITIONS, NOTICES AND DISCLAIMERS DISPLAYED ELSEWHERE ON THE AMILIA WEBSITE. IF USER DOES NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, THEN THE USER UNDERTAKES TO NOT CLICK ON THE “I HAVE READ AND ACCEPTED THE AMILIA USER AGREEMENT” CHECK BOX.

THE USER ALSO ACKNOWLEDGES THAT HE OR SHE HAS HAD AN OPPORTUNITY TO REVIEW THE AMILIA PRIVACY POLICY OR THAT IT HAS BEEN MADE AVAILABLE TO HIM OR HER.

1- User

  1. The User must be a natural person of at least 18 years of age (not a corporation, partnership or other legal entity).
  2. The User acknowledges that Amilia will be collecting information about the User such as his or her name, date of birth, address, credit card information, etc.  By entering into this Agreement, the User consents to the collection of such information and hereby authorizes Amilia to use or disclose any such information to Amilia’s representatives and agents and to any Client (as this term is defined in the Client Service Agreement)to whom the User directs the disclosure of such information (or any part thereof) as part of the Service.
  3. The User agrees to provide accurate, complete and current information, as requested.  The User undertakes to advise Amilia of any changes to such information by periodically updating the information on the Amilia website.  All personal information provided by the User will be treated in accordance with the Amilia Privacy Policy, which shall form an integral part of this Agreement.
  4. The Service is currently provided free of charge to the User.  However, Amilia reserves the right to instate a fee in the future by providing the User with 60-days prior written notice before such fee shall come into effect.  Should the User choose to refuse the fee during the 60-day period, this Agreement for the Service will be cancelled at no cost or penalty to the User.

2- Access to the Service

  1. During the User Account creation process, the User will choose a password with which to access the Service.  The User must ensure that his or her password remains confidential at all times since the User is entirely responsible for all activities that occur with the use of his or her password. Each password must be used by a single user and shall not be transferable. If there is a breach of security through the User’s Account (as defined below), the User must immediately change his or her password and notify Amilia of such breach. The User agrees that, unless he or she has first notified Amilia immediately of any such breach, Amilia shall process any instruction that has been transmitted using the User’s password as having been authorized by the User and shall have no obligation to inquire into the propriety of such instruction. The User shall not permit any use of the Service that would damage, interfere with or unreasonably overload the Service.
  2. Once the User has chosen a password, Amilia will provide the User with a User Account in which to access the Service.  The User will be given the option to add other people (the “Beneficiaries”) to the User Account or to keep the User Account private.  The User represents and warrants that he or she has the legal authority, as parent, tutor or otherwise, to provide Amilia with personal information regarding such Beneficiaries or otherwise is expressly authorized by such people to provide and use such personal information as contemplated hereunder. The User represents and warrants that each Beneficiary understands that the User and other Beneficiaries may have access to its personal information through the Account and agree to such access.

3- User Responsibilities

  1. The User shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of any User Account or Service activity; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Amilia promptly of any such unauthorized use; and (iii) comply with all applicable local, state, provincial, federal and foreign laws in using the Service.
  2. During the term of this Agreement, Amilia grants the User (for herself/himself or for and on behalf of the Beneficiaries), a non-exclusive, personal, non-transferable, non-sublicenseable right and license to use the Service for personal use only. The User may not access, use, subscribe to or purchase the Service for any business or profit-generating purpose.
  3. The User agrees to use the Service solely for personal purposes as contemplated by this Agreement and further agrees that it will not: (i) license, sublicense, sell, resell, rent, lease, assign, distribute, timeshare or otherwise commercially exploit or make the Service available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable law; (iii) send or store infringing, obscene, threatening, libellous or otherwise unlawful or material which gives rise to a delict or is otherwise tortuous, including material violating third party rights including, but not limited to, privacy of rights; (iv) send or store material containing software viruses, worms, Trojan horses or harmful computer codes, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (vi) attempt to gain unauthorized access to the Service or its related systems or networks; (vii) modify, copy or create derivative works; (viii) create internet “links” to or from the Service, or “frame” or “mirror” any content forming any part of the Service other than for the User’s own personal use; or (ix) disassemble, reverse engineer or decompile the Service for any purpose or reason.

4- Termination

  1. This Agreement is effective when accepted by the User, and will remain in effect until the User or Amilia terminates the User’s Service. The User may terminate his or her Service at any time by providing Amilia with a 15-day prior written notice. This Agreement may be terminated without cause, at any time, immediately after notice to the User of such termination.
  2. If the User’s Account remains inactive for a period of 12 months, Amilia reserves the right, in its sole discretion, to close the User Account, and terminate the User’s access to the Service without notice. Except as otherwise provided in this Agreement, the User will be permitted to re-enrol in the Service at any time.
  3. In the event that a party hereto breaches any of the terms and conditions herein (each a “Default”) and such Default is not cured or remedied within 10 days (the “Cure Period”) from the date of receipt of a notice of default from the other party to that effect, this Agreement may be terminated by the non-defaulting party upon expiration of the Cure Period.

5- Warranty and Disclaimer

  1. THE SERVICE IS PROVIDED ON AN “AS IS” AND “WHEN AVAILABLE” BASIS AND AMILIA MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO:
    1. any warranty that the Service does not infringe any third party’s intellectual property rights;
    2. any warranty that there are no claims, suits or actions in connection with any intellectual property right violation or infringement relating to the use and reproduction of the Service;
    3. any warranty concerning the merchantability of the Service, its fitness for any purpose, its innovativeness, or its security;
    4. any warranty that the Service is free from error, that it will perform without interruption, that it will be compatible with the User’s equipment, software or operating system configuration, or that it will meet the User’s needs;
    5. any warranty concerning the performance, the usefulness, the quality or the operation of the Service or the results stemming from its intended or other use, the User being solely responsible to determine and assure, by any means, the appropriateness of the Service for its needs, its adequate performance and to assure that it will not cause any damages to any peoples or property;

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

  2. AMILIA MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO the Client services (the “Qualified Client Services”) provided or to be provided by any company, enterprise, syndicate, association, partnership or any other legal entity with which the User (or any Beneficiary) is subscribing or enrolling to a service, or otherwise contracting with, using the Service contemplated herein, including, but not limited to:
    1. any warranty concerning the merchantability of the Qualified Client Services, their fitness for any purpose;
    2. any warranty that the Qualified Client Services will meet the User’s (or the Beneficiary’s) needs;
    3. any warranty that the Qualified Client Services will be delivered;
    4. any warranty concerning the performance, the usefulness, the quality or the operation of the Qualified Client Services or the results stemming from its intended or other use, the User and the Beneficiaries being solely responsible to determine and assure, by any means, the appropriateness of the Qualified Client Services for their needs, its adequate performance;

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

  3. AMILIA DISCLAIMS ALL LIABILITIES ASSOCIATED WITH or stemming from ANY DIRECT OR INDIRECT DAMAGES whatsoever, incurred or suffered by the User or a Beneficiary as a result of the use, non delivery or performance of the Qualified Client Services, WHETHER OR NOT AMILIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR SUCH DAMAGE WAS REASONABLY FORESEEABLE.
  4. NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE PERFORMANCE OF THE SERVICE OTHER THAN AS PROVIDED IN THIS AGREEMENT.  WITHOUT LIMITING THE FOREGOING, AMILIA DOES NOT WARRANT THE SERVICE IS ERROR FREE, WILL MEET THE USER REQUIREMENTS OR EXPECTATIONS, OR THE PERFORMANCE OR THE RESULTS THAT MAY BE OBTAINED BY USING THE SERVICE.

6- Limitation of Liability

NEITHER AMILIA, ITS AFFILIATES, DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES OR ASSIGNS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COLLATERAL OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES OR LOST DATA OR COSTS OF COVER ARISING FROM OR RELATED TO THE SERVICE OR THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED AND REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LIABILITY, LOSS OR DAMAGE.

7- General Provisions

Governing Law and Jurisdiction
This Agreement shall be governed by and construed exclusively in accordance with the laws of the Province of Québec, and the federal laws of Canada applicable thereto.  The Parties hereby attorn to the exclusive jurisdiction of the Courts of the Province of Québec, Canada, District of Montréal.
Entire Agreement
This Agreement contain the sole and entire agreement and understanding between Amilia and the User with respect to the entire subject matter of the use by the User of our Amilia’s services. Any and all prior agreements, discussions, negotiations, commitments and understandings, whether oral, written or otherwise, related to our products and services are hereby superseded and/or merged herein.
Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provisions shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
Amendments
Amilia may modify this Agreement at any time by posting the revised Amilia User Agreement on its website (http://www.amilia.com). The User continued use of the Services after any modification is posted shall constitute the User’s acceptance of such revised Amilia User Agreement.
Language
This Agreement has been prepared in the English language at the request of the parties.  Cette entente a été rédigée en langue anglaise à la demande des parties.
Last modified: April 12th 2011