This User Agreement (“Agreement”) is made between Amilia Enterprises Inc. (“Amilia”) and the user (“User”, “you”, “your”) to govern your use of Amilia user account, (“User Account”). Please read this Agreement carefully. To use the User Account, you must accept all of the terms of this Agreement.
BY COMPLETING THE USER ACCOUNT CREATION PROCESS AND ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND EXPRESSLY AGREE 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 OR IN THE USER ACCOUNT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, THEN YOU UNDERTAKE TO NOT CLICK ON THE “I HAVE READ AND ACCEPTED THE AMILIA USER AGREEMENT CHECK BOX.
You must be a person of at least 18 years of age You acknowledge that Amilia will be collecting information about you such as your name, date of birth, address, credit card information, etc. By entering into this Agreement, you consent to the collection of such information and hereby authorizes Amilia to use or disclose any such information to Amilia’s representatives, agents and to any organizations using Amilia (“Client”) e-commerce platform, (“Platform”) to whom you direct the disclosure of such information (or any part thereof) as part of your use of the User Account.
The User Account is provided free of charge to you.
2. Access to the User Account
During the User Account creation process, you will choose a password with which to access the User Account. You must ensure that your password remains confidential at all times since you are entirely responsible for all activities that occur with the use of your password. Each password must be used by a single User and shall not be transferable. If there is a breach of security through your User Account, you must immediately change your password and notify Amilia of such breach. You agree that, unless you have first notified Amilia immediately of any such breach, Amilia shall process any instruction that has been transmitted using your password as having been authorized by you and shall have no obligation to inquire into the propriety of such instruction. You shall not permit any use of your User Account that would damage, interfere with or unreasonably overload the Platform and the User Account.
Once you have chosen a password, Amilia will provide you with a User Account to access the Platform. You will be given the option to add other people or legal entities (“Beneficiaries”) to your User Account or to keep your User Account private. You represent and warrant that you have the legal authority, as parent, tutor or otherwise, to provide Amilia with information regarding such Beneficiaries or otherwise are expressly authorized by such people or legal entities to provide and use such information as contemplated hereunder. You represent and warrant that Beneficiaries understand that you and other Beneficiaries may have access to information through your User Account and agree to such access.
3. User Responsibilities
You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of any User Account activity; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, your User Account 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 User Account.
During the term of this Agreement, Amilia grants you (for you or for and on behalf of the Beneficiaries), a non-exclusive, , non-transferable, non-sub-licenseable right and license to use the User Account You agree to use the User Account solely for 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 User Account 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 User Account or the data contained therein; (vi) attempt to gain unauthorized access to the Platform or its related systems or networks; (vii) modify, copy or create derivative works; (viii) create internet “links” to or from the User Account, or “frame” or “mirror” any content forming any part of the Platform other than for your own use; or (ix) disassemble, reverse engineer or decompile the User Account or the Platform for any purpose or reason.
This Agreement is effective when accepted by you, and will remain in effect until you or Amilia close your User Account. You may close your User Account 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 you of such termination.
If your User Account remains inactive for a period of 12 months, Amilia reserves the right, in its sole discretion, to close your User Account, and terminate your access without notice. You will be permitted to re-open your User Account at any time, except as otherwise provided in this Agreement.
In the event that a party hereto breaches any of the terms and conditions herein (“Default”) and such Default is not cured or remedied within 10 days (“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
THE USER ACCOUNT 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 USER ACCOUNT, INCLUDING, BUT NOT LIMITED TO:
a. ANY WARRANTY THAT THE USER ACCOUNT DOES NOT INFRINGE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS;
b. 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 USER ACCOUNT;
c. ANY WARRANTY CONCERNING THE MERCHANTABILITY OF THE USER ACCOUNT, ITS FITNESS FOR ANY PURPOSE, ITS INNOVATIVENESS, OR ITS SECURITY;
d. ANY WARRANTY THAT THE USER ACCOUNT IS FREE FROM ERROR, THAT IT WILL PERFORM WITHOUT INTERRUPTION, THAT IT WILL BE COMPATIBLE WITH YOUR EQUIPMENT, SOFTWARE OR OPERATING SYSTEM CONFIGURATION, OR THAT IT WILL MEET YOUR NEEDS;
e. ANY WARRANTY CONCERNING THE PERFORMANCE, THE USEFULNESS, THE QUALITY OR THE OPERATION OF THE USER ACCOUNT OR THE RESULTS STEMMING FROM ITS INTENDED OR OTHER USE, YOU BEING SOLELY RESPONSIBLE TO DETERMINE AND ASSURE, BY ANY MEANS, THE APPROPRIATENESS OF THE USER ACCOUNT FOR YOUR 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.
AMILIA MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE CLIENT GOODS OR SERVICES (“QUALIFIED OFFERING”) PROVIDED OR TO BE PROVIDED BY ANY COMPANY, ENTERPRISE, SYNDICATE, ASSOCIATION, PARTNERSHIP OR ANY OTHER LEGAL ENTITY WITH WHICH YOU (OR ANY BENEFICIARIES) ARE ENROLLING TO A SERVICE, BUYING GOODS OR OTHERWISE CONTRACTING WITH, USING THE USER ACCOUNT CONTEMPLATED HEREIN, INCLUDING, BUT NOT LIMITED TO:
a. ANY WARRANTY CONCERNING THE MERCHANTABILITY OF THE QUALIFIED OFFERINGS OF THE CLIENT, THEIR FITNESS FOR ANY PURPOSE;
b. ANY WARRANTY THAT THE QUALIFIED OFFERINGS WILL MEET YOUR (OR THE BENEFICIARIES’S) NEEDS;
c. ANY WARRANTY THAT THE QUALIFIED OFFERINGS WILL BE DELIVERED;
d. ANY WARRANTY CONCERNING THE PERFORMANCE, THE USEFULNESS, THE QUALITY OR THE OPERATION OF THE QUALIFIED OFFERINGS OR THE RESULTS STEMMING FROM ITS INTENDED OR OTHER USE, YOU AND YOUR BENEFICIARIES BEING SOLELY RESPONSIBLE TO DETERMINE AND ASSURE, BY ANY MEANS, THE APPROPRIATENESS OF THE QUALIFIED OFFERINGS FOR YOUR NEEDS, ITS ADEQUATE PERFORMANCE;
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
AMILIA DISCLAIMS ALL LIABILITIES ASSOCIATED WITH OR STEMMING FROM ANY DIRECT OR INDIRECT DAMAGES WHATSOEVER, INCURRED, OR SUFFERED BY YOU OR YOUR BENEFICIARIES AS A RESULT OF THE USE, NON DELIVERY OR PERFORMANCE OF THE QUALIFIED OFFERINGS, WHETHER OR NOT AMILIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR SUCH DAMAGE WAS REASONABLY FORESEEABLE.
NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE PERFORMANCE OF THE USER ACCOUNT OTHER THAN AS PROVIDED IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, AMILIA DOES NOT WARRANT THE USER ACCOUNT IS ERROR FREE, WILL MEET THE USER REQUIREMENTS OR EXPECTATIONS, OR THE PERFORMANCE OR THE RESULTS THAT MAY BE OBTAINED BY USING THE USER ACCOUNT.
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 USER ACCOUNT 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
a. 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.
b. Entire Agreement
This Agreement contains the sole and entire agreement and understanding between Amilia and you with respect to the entire subject matter of the use by you of the User Account. Any and all prior agreements, discussions, negotiations, commitments and understandings, whether oral, written or otherwise, related to our User Account are hereby superseded and/or merged herein.
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.
Amilia may modify this Agreement at any time by posting the revised User Agreement in your User Account. Your continued use of the User Account after any modification is posted shall constitute your acceptance of such revised Amilia User Agreement.
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: 2018-02-19