Terms and conditions

These terms of service (the “Terms”) govern your use of and access to the Platform (as defined herein) provided to you from time to time by Laboratoire d’Innovation Technologique GSoft Inc. or any of its affiliates, parents, subsidiaries or other related or designated entities (“GLab”). By accessing the Platform and/or the Website, you agree to the Terms on behalf of yourself as a User (as defined herein) and/or, as the case may be, on behalf of the organization that you represent (“Customer”, “you”, “yours”, as applicable).

These Terms may be updated by GLab from time to time without notice to you. It is your responsibility to check the Terms periodically for changes. The Customer’s and/or the User’s continued use of, or access to, the Platform or the Website following the posting of any changes to these Terms at https://custodian-software.com/terms-conditions/ or any URL designated by GLab constitutes acceptance of those changes.

  1. DEFINITIONS AND INTERPRETATION

1.1 The following capitalized terms shall have the meaning ascribed to them below:

i) “Active Directory” means the directory service developed by Microsoft for Windows domain networks; ii) “Customer Data” means any content, which may include Personal Information of Users, that Customer or Users submit or transfer to GLab in conjunction with the Services; iii) “Effective Date” means (i) for a User, the first date a User accessed the Website or the Platform; or (ii) for a Customer, the initial date the Customer accepted these Terms; iv) “Extension” means the Web browser extension connected with the Platform and collecting information about a User’s SaaS consumption; v) “Microsoft Graph API” means the API provided by Microsoft to access Microsoft Cloud service resources;
vi) “Parties” means (i) GLab and Customer; or (ii) GLab and a User, as the case may be; vii) “Personal Information” has the meaning set out in the Privacy Laws; viii) “Platform” means the SaaS Management Platform commercialized by GLab under the trade name “Custodian” and accessed by Customer and User; ix) “Privacy Laws” means all applicable data protection and privacy legislation, regulations and guidance governing the protection of identifying information pertaining to natural persons; x) “Privacy Policy” means the Platform’s Privacy Policy available at https://custodian-software.com/privacy-policy/; xi) “SaaS” or “Software as a Service” means a software licensed on a subscription basis and centrally hosted on the Web; xii) “User” means any user of the Website or any individual to whom Customer provides access to the Platform, including account administrators, company managers and employees; and xiii) “Website” means GLab’s website found at https://custodian-software.com/ and its sister websites, if any, provided and owned by GLab.

1.2 When used in these Terms, the term “including” is not limiting and means “including, without limitation”.

  1. ACCESS TO AND USE OF THE WEBSITE OR THE PLATFORM

2.1 Website. The Users may access and use the Website in accordance with these Terms. GLab may revise the content, features and functions of the Website at any time without notice. GLab may at any time, temporarily or permanently, limit or suspend the access to the Website, at its sole discretion and without prejudice, including to perform upgrades and maintenance to the Website.

2.2 Services. During the Term (as defined at Section 8.1), GLab grants to Customer the right to access and use certain features selected by the Customer via the Platform, and any related services, in accordance with the Terms (the ”Services”). The Services are further described on the Website.

2.3 Extension. In order to benefit from the Services, Customer must ensure that Users install the Extension on their Web browser. The Extension collects data about Users’ browsing history periodically in order to monitor SaaS consumption. Customer represents that it has secured the Users’ necessary consent in order to collect such consumption data and that this collection is lawful under applicable Privacy Laws and labour laws. Failure to install the Extension or deactivation of the Extension may result in the Services becoming unavailable in whole or in part.

2.4 Access to Customer’s Assets. Customer understands and agrees that in order for GLab to obtain the Customer Data required to perform the Services, GLab must be granted access to certain Customer assets. Such assets include, where applicable, Customer’s Active Directory and Customer’s Microsoft Graph API. Upon activating the Services, GLab will request detailed access permissions from GLab. By using the Services, Customer confirms that it has granted such access permissions to GLab, and that GLab may use the Customer assets identified above in order to access Customer Data. Customer shall maintain GLab’s access during the Term. Failure to grant or to maintain such access may result in the Services becoming unavailable in whole or in part.

2.5 Revision to the Services. GLab shall offer the Services materially in accordance with the description on the Website and related documentation. GLab may revise the content, features and functions of the Platform at any time without notice. GLab will provide Customer with prior notice if there is a change to the Platform resulting in overall material decrease in the purpose of the Platform. If such material decrease occurs, and Customer is materially impacted in its use of the Platform, Customer may terminate its subscription in accordance with Section 8.2(ii).

2.6 Temporary Suspension of the Services. GLab may temporarily or permanently limit or suspend the Services from time to time at its discretion including to perform upgrades to, and maintenance of, the Platform and/or the Extension.

2.7 Unacceptable Use. Customer and Users shall not, nor attempt to, nor permit third parties to: (i) share non-public features or content of the Website or of the Platform with any third party; (ii) copy, duplicate, reverse engineer, decompile, decode, decrypt, disassemble, record, alter, enhance, modify, merge, adapt, translate, create any derivative works or otherwise reproduce any part of the Website or the Platform (for clarity purposes, Customer and Users shall not access the Website or the Platform in order to build a product or service competing with the Services or to build a product using ideas, features, functions or graphics similar to those of the Website, the Extension or the Platform); (iii) send any viruses, worms, time bombs, trojan horses or other harmful or malicious code, files, scripts, agents or programs; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of the Website or the Platform; or (v) use the Website or the Platform in a manner that overburdens, or that threatens the integrity, performance or availability of the Website or the Platform.

2.8 Account Security and Access. Customer and Users shall take all reasonable steps to prevent unauthorized access to the Platform, including by protecting their password and other login information. Customer is responsible for any activity occurring in its account (other than activity that GLab is directly responsible for and is not performed in accordance with Customer’s instructions), whether or not Customer authorized that activity. Customer and Users shall immediately notify GLab if they become aware of any unauthorized access to, or use of, their account.

2.9 Customer Systems. Customer is responsible for maintaining and updating any operating systems, Internet browsers, anti-virus software, or other software that its Users use to access and use the Services. The Services may not work properly if Customer’s operating systems, Internet browsers and anti-virus software are not up to date.

2.10 Indemnification by Customer or the User. Customer or the User shall defend, indemnify and hold harmless GLab and its officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns against any judicial, administrative or arbitration action, third-party suit, claim, investigation or proceeding, including any interest accrued, arising out of, or related to (i) the content or nature of Customer Data, including Customer Data in breach of Section 2.7 (Unacceptable Use); (ii) the breach of any warranty, covenant or other obligation contained in these Terms by Customer or any User; or (iii) Customer’s or any User’s alleged or actual use, misuse, inappropriate use or failure to use the Website or the Services, including in breach of Section 2.7 (Unacceptable Use). GLab must provide Customer or the User with prompt written notice of any such claim, suit or proceeding, and allow Customer or the User the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer or the User defense and settlement of such matter. Customer or the User shall not settle or compromise any such claim, suit or proceeding without GLab's prior written consent, such consent not to be unreasonably withheld, when (a) it results in liability or admission of any liability by GLab; (b) the settlement does not include a full release of liability for GLab; or (c) the settlement includes terms other than a full release of liability for GLab and the payment of money.

2.11 Compliance with Laws. When using the Services, the Parties shall comply with all applicable laws, including Privacy Laws. Customer is also responsible to obtain any consent required by applicable laws from its Users. For greater certainty, Customer is responsible of determining whether the User’s consent is required under Privacy Laws or labour laws.

2.12 Compliance by Users. Customer must ensure that its Users comply with all applicable laws, including Privacy Laws, when using or accessing the Platform, and that such Users are governed by, and comply with, the Terms.

  1. SERVICE FEES OF THE CUSTODIAN PLATFORM AND BILLING

3.1 Service Fees. In consideration for the Services, Customer shall pay GLab, at the beginning of the subscription term, the fees specified on the Website for the subscription term (whether monthly or annual), unless other payment terms have been agreed to in writing, for instance in a quote, between Customer and GLab (the “Service Fees”). Customer's subscription will be automatically renewed on the first day following the expiration of a subscription term (the “Renewal Date”) for the same subscription term as the then expiring subscription term, unless Customer cancels its subscription before the Renewal Date in accordance with Section 8.2(i). For annual subscriptions only, GLab may send to Customer a prior notice of renewal at least thirty (30) days before the Renewal Date, and thus if Customer no longer wishes to renew the Services, Customer is responsible for timely canceling its subscription in accordance with Section 8.2(i). Unless otherwise agreed in writing by the Parties, the Service Fees applicable to any such renewal shall be GLab’s then-current standard Service Fees, as determined at GLab’s sole discretion.

3.2 Number of Users. For certain features, the Service Fees are quoted based on the expected number of Users (the “User Cap”). Should the actual number of Users exceed the User Cap agreed between the Parties, GLab will send Customer an adjusted quote reflecting the pricing applicable to the new number of Users. Upon acceptance of such quote, the Service Fees shall be prorated for the remainder of the subscription term. GLab may limit or suspend Customer’s access to the Platform or to the Website at GLab’s sole discretion where Customer exceeds the User Cap and the Parties fail to reach an agreement on the applicable Service Fees.

3.3 No Refunds. Except as expressly otherwise provided herein, payments are non-refundable and there are no refunds or credits for partially used subscription terms.

3.4 Free Trial or Freemium Subscription. If Customer registers for a free trial or a freemium subscription for the Services, GLab will make such Services available to Customer on a trial or freemium basis free of charge until the earlier of (i) the end of the free trial period applicable to Customer; (ii) the start date of any paid subscription purchased by Customer for such Services; or (iii) termination of the trial or of the freemium subscription at any time by GLab or Customer, in their sole discretion.

3.5 Third Party Payment Processor. GLab reserves the right to use a third-party PCI-DSS compliant payment processor for all billing and receipt of payments hereunder.

3.6 Taxes. Unless otherwise stated, the Service Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Customer is responsible for paying Taxes except those assessable against GLab based on its income. GLab will invoice Customer for such Taxes if GLab has a legal obligation to do so, and Customer shall pay such Taxes if so invoiced. 4. DATA Customer Data 4.1 Customer Data. Customer or the User represents and warrants that it owns or has obtained all necessary rights, title and interest, and obtained all necessary consents to use Customer Data in relation with these Terms, and that Customer Data doesn’t infringe any third-party intellectual property right. Customer or the User grants GLab a worldwide, non-exclusive, perpetual and royalty-free right to access, use, process, copy, distribute, export and display Customer Data, only to the extent permitted by law and as reasonably necessary (i) to provide, maintain and improve the Services; (ii) to prevent or address service, security, support or technical issues; or (iii) to create anonymized and aggregated data non-related to a specific Customer, which does not constitute Customer Data and is owned by GLab, including for use as benchmarking and marketing purposes in accordance with the Privacy Policy or as otherwise expressly permitted in writing by Customer or as required by law. This clause shall remain in force, with respect to anonymized data and any residual backup copies of Customer Data made in the ordinary course of business, even after termination of these Terms.

4.2 Customer Data collected via the Extension. GLab shall collect Customer Data via the Extension only in furtherance of, and for the purpose of performing, the Services, and in accordance with these Terms and with the Privacy Policy.

4.3 Customer Data submitted on the Platform. The Customer Data may only be used on the Platform by the Customer and the Users in accordance with these Terms and all applicable laws, including any labour laws applicable to Customer, and shall not be used for any other purposes. GLab is not responsible for the misuse of Customer Data by the Customer and/or the Users.

4.4 Protection of Customer Data. GLab shall store and process the Customer Data in a manner consistent with industry security standards. GLab has implemented technical, organizational and administrative systems, policies, and procedures to help ensure the security, integrity and confidentiality of Customer Data and to mitigate the risk of unauthorized access to or use of Customer Data. Nonetheless, Customer acknowledges and agrees that in accessing and using the Platform, the Customer Data is subject to risks of unauthorized disclosure, loss or exposure. To the extent authorized by law, GLab offers no representation, warranty or guarantee that Customer Data shall not be subject to unauthorized use or disclosure.

4.5 Disclosure of Customer Data. Unless it receives Customer’s prior written consent, GLab shall not intentionally grant any third party access to Customer Data, except to GLab’s third-party service providers in connection with the performance or the improvement of the Services. Before sharing any Customer Data with any of its third-party service providers, GLab will ensure that the third party maintains reasonable data practices for ensuring the confidentiality and security of Customer Data and preventing unauthorized access. Notwithstanding the foregoing, GLab may disclose Customer Data as required by applicable laws or by proper legal or governmental authority. Unless prohibited by law or any court order, GLab shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense. Telemetric Data 4.6 Telemetric Data. Customer acknowledges and agrees that to the extent permitted by law, the telemetric data related to how Users access and use the Platform and the Website (including features and functions of the Platform and the Website being used by Users, stack trace data and reports related thereto) and the anonymized or aggregated data derived from such telemetric data does not constitute Customer Data, and is owned by GLab. Confidential Information 4.7 Confidential Information. “Confidential Information” means any non-public, confidential and sensitive information, including Customer Data and information discussed and/or made available through or contained in the Platform, disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”). The Receiving Party shall only use the Confidential Information as expressly authorized and in a manner not detrimental to the Disclosing Party and excludes any information that is: i) subject to Privacy Laws, publicly available or later becomes publicly available other than through a breach of the Terms; ii) known to the Receiving Party or its employees, agents or representatives prior to such disclosure or is independently developed by the Receiving Party or its employees, agents or representatives subsequent to such disclosure; or iii) subsequently lawfully obtained by the Receiving Party or its employees, agents or representatives from a third party without obligations of confidentiality.

4.8 Use or Disclosure of Confidential Information. The Receiving Party shall only use or disclose Confidential Information to exercise its rights and fulfill its responsibilities under these Terms. The Receiving Party shall exercise the same degree of care and protection with respect to the Confidential Information that it exercises with respect to its own confidential information and in any event, at least diligent and prudent care. The Receiving Party shall not directly or indirectly disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information, except that GLab may disclose Confidential Information to its third party services providers in connection with the performance or the improvement of the Services, in which case GLab will ensure that the third party maintains reasonable data practices for maintaining the confidentiality and security of the Confidential Information and preventing unauthorized access. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. The Receiving Party shall give the Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate with the Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at the Disclosing Party’s expense. Personal Information 4.9 Personal information. In the course of using the Services, Customer may transfer to GLab Customer Data containing Personal information. GLab agrees to collect, access or process any Personal information in accordance with its Privacy Policy. Customer agrees and consents to the transfer, processing and storage of Personal information in accordance with the Terms and the Privacy Policy. 5. WARRANTY DISCLAIMERS 5.1 Warranty. GLab represents and warrants that: (i) the Platform, the Website and the Extension do not infringe on any third-party intellectual property rights nor do they constitute a misuse or misappropriation of a trade secret; (ii) contingent upon Customer's proper use, Customer's use of the Platform, Website and/or Extension does not infringe on any third-party intellectual property rights; and (iii) it has the right to grant access to and use of the Platform, Website and/or Extension to Customer.

5.2 Warranty Disclaimers. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACCEPTS THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND GLAB DOES NOT WARRANT THAT (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, DEFECT FREE, BUG FREE AND ERROR FREE; (B) THERE WILL NOT BE ANY HARM TO CUSTOMER’S COMPUTER SYSTEM, LOSS OF DATA, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OR OTHER HARM THAT RESULTS FROM CUSTOMER’S ACCESS TO OR USE OF THE SERVICES; (C) THERE WILL NOT BE ANY DELETION OF, OR FAILURE TO STORE OR TO TRANSMIT, ANY DATA THAT RESULTS FROM CUSTOMER’S ACCESS TO OR USE OF THE SERVICES. CUSTOMER ASSUMES ALL COSTS ASSOCIATED WITH ITS USE OF THE SERVICES. INFORMATION CREATED BY THIRD PARTIES AND THAT MAY BE ACCESSED ON THE WEBSITE OR ON THE PLATFORM IS NOT ENDORSED BY GLAB AND REMAINS THE RESPONSIBILITY OF THE THIRD PARTY. THE CUSTOMER SHALL BE RESPONSIBLE FOR HOW ITS USERS USE THE PLATFORM AND IT SHALL ENSURE THAT THE USERS RECEIVE APPROPRIATE DIRECTION ON HOW TO USE THE PLATFORM. GLAB DOES NOT CONTROL CUSTOMER DATA AND DOES NOT GUARANTEE THE ACCURACY, INTEGRITY OR QUALITY OF SUCH CUSTOMER DATA AND OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE OR THE PLATFORM. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, RELIABILITY, COMPLETENESS AND USEFULNESS OF CUSTOMER DATA AND ANY INFORMATION OBTAINED THROUGH THE USE OF THE WEBSITE OR THE PLATFORM. AND FOR MAKING AND IMPLEMENTING DECISIONS BASED ON SUCH INFORMATION. GLAB ASSUMES NO LIABILITY FOR ANY IMPLEMENTING DECISIONS OF THE CUSTOMER HOWSOEVER BASED ON SUCH INFORMATION. GLAB RELIES ON THE ACCURACY, QUALITY, INTEGRITY AND AVAILABILITY OF CUSTOMER’S ASSETS AS IDENTIFIED IN SECTION 2.4 OF THESE TERMS. AS SUCH, GLAB IS NOT RESPONSIBLE IF A FAILURE TO PERFORM THE SERVICES IS CAUSED BY A DEFAULT OF SUCH ASSETS OR BY A CONNECTIVITY ISSUE WITH SUCH ASSETS.
GLAB DOES NOT WARRANT ANY MONEY SAVINGS ARISING OUT OF THE USE OF THE SERVICES AND DOES NOT GUARANTEE THAT CUSTOMER’S SAAS SPENDING CANNOT BE FURTHER OPTIMIZED. REGARDLESS OF ANY RECOMMENDATIONS PROVIDED THROUGH THE SERVICES, CUSTOMER IS SOLELY RESPONSIBLE FOR MAKING ITS OWN DECISIONS AS TO HOW TO OPTIMIZE ITS SAAS SPEND. 6. LIMITATION OF LIABILITY 6.1 Dollar Cap. EXCEPT FOR INTENTIONAL OR GROSS FAULT OF GLAB OR FOR THE INDEMNIFICATION FOR INTELLECTUAL PROPERTY INFRINGEMENT REFERRED TO IN SECTION 7.2 (INDEMNIFICATION), IN NO EVENT SHALL GLAB'S AGGREGATE, CUMULATIVE LIABILITY OF PROVEN DIRECT DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID AND PAYABLE, IF ANY, BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS ($100) IN CASE OF A USER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THIS LIMIT. PARTIES UNDERSTAND THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND TO LIMIT POTENTIAL LIABILITY GIVEN THE SERVICE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF GLAB WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. GLAB HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE THE RIGHTS TO ACCESS AND USE THE WEBSITE, PLATFORM OR SERVICES.

6.2 Exclusion. IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, GOODWILL, BUSINESS OR DATA OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INTENTIONAL OR GROSS FAULT OF THE PARTY. THE FOREGOING EXCLUSIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 7. INTELLECTUAL PROPERTY AND FEEDBACK 7.1 No Rights granted. GLab retains all right, title, and interest in and to the Website and the Platform and the content Customer accesses through the Website and the Platform, other than Customer Data. These Terms do not grant Customer any intellectual property rights in or to the Website or the Platform or in GLab's logos and other trademarks. Customer or Users shall not remove, alter, or obscure any copyright, trademark or other proprietary notices appearing in or on the Website or the Platform.

7.2 Indemnification. For the purpose of this Section, the following definitions apply:

(i) “Third-Party Claim Indemnifiable Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding brought against Customer arising out of a third-party claim that the software used in the Platform infringes any intellectual property rights of such third party; and

(ii) “Third-Party Claim Losses” means any amount finally awarded in, or paid in settlement of, any Third-Party Claim Indemnifiable Proceeding.

GLab will defend, indemnify, and hold harmless Customer and its officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns against any Third-Party Claim Losses, provided however that GLab will have no liability to the extent the Third-Party Claim Losses against Customer arises from (i) the content or nature of Customer Data; (ii) any non-GLab product; or (iii) any modification, combination or development of the Platform that is not performed by GLab. Customer must provide GLab with prompt written notice of any Third-Party Claim Indemnifiable Proceeding and allow GLab the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting GLab defense and settlement, of such matter. GLab shall not settle or compromise any Third-Party Claim Indemnifiable Proceeding that results in liability or admission of any liability by the Customer without Customer's prior written consent, such consent not to be unreasonably withheld. GLab shall not settle or compromise any Third-Party Claim Indemnifiable Proceeding without Customer's prior written consent, such consent not to be unreasonably withheld, when (a) it results in liability or admission of any liability by Customer; (b) the settlement does not include a full release of liability for the indemnified parties; or (c) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.

7.3 Feedback. Any feedback or suggestions sent or shared by Customer or Users with GLab to improve the Platform or the Website may be implemented by GLab in any manner, including but not limited to future enhancements and modifications to the Website or the Platform. In such case, Customer and Users grant GLab an unlimited, worldwide, irrevocable, perpetual, sublicensable, transferable, fully paid-up, royalty-free right to use any such feedback or suggestion for any purpose without any obligation or compensation to Customer, Users or any third party. In addition, GLab shall be free to reuse all general knowledge, experience, know-how, works and technologies, including ideas, concepts, processes and techniques, related to or acquired during provision of the Services.

  1. TERM AND TERMINATION
  2. 1 Term. These Terms are effective as of the Effective Date, and (i) for Customer, until all subscriptions terms to the Platform have expired or until they are terminated by any or both Parties in accordance with Section 8.2 (Termination); or (ii) for a User, as long as they are accessing the Website or the Platform (the “Term”).

8.2 Termination. These Terms may be terminated:

(i) by Customer at any time if it cancels the Services through its Platform account or with an authorized GLab customer representative;

(ii) by the Parties at any time if the other Party materially breaches any of its obligations under these Terms. If the material breach is curable, these Terms may only be terminated if such breach is not cured within fifteen (15) days after a Party provides notice of the breach to the other Party. For clarity purposes, any violation of Section 2.7 (Unacceptable Use) by Customer shall be deemed a material breach of these Terms;

(iii) by GLab if Customer fails to make any payment of the Service Fees within fifteen (15) days after GLab provides notice that such amounts are overdue to Customer; or

(iv) by GLab for convenience, with at least a 30-day prior written notice for a monthly renewal, or with at least a 90-day prior written notice for an annual renewal.

8.3 No Refund in the Event of Termination. Section 3.3 (No Refunds) applies, regardless of the cause of termination. However, if Customer has terminated these Terms pursuant to Section 8.2(ii), GLab shall refund prepaid fees prorated for the remainder of the unused Term.

8.4 Survival. Sections 2.7 (Unacceptable Use), 2.10 (Indemnification by Customer), 4.8 (Use or Disclosure of Confidential Information), 5.2 (Warranty Disclaimers), 6 (Limitation of Liability), 7 (Intellectual Property and Feedback), 8 (Term and Termination) and 9 (General) shall survive termination of these Terms.

  1. GENERAL
  2. 1 Publicity. Customer grants GLab the limited right to use Customer’s company name and logo as a reference for marketing or promotional purposes on its Website and in other public or private communications with GLab’s existing or potential customers. If Customer wishes to limit such right, it shall send an email to hello@custodian-software.com.

9.2 Governing Law. These Terms are governed, construed, and enforced in accordance with the laws applicable in the Canadian province of Quebec, without reference to: (a) any conflict of laws principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws.

9.3 Jurisdiction and Venue. The Parties agree that any litigation in any way relating to the Terms shall be brought and venued exclusively in the judicial district of Montreal in the Canadian province of Quebec, and waive any objection that such venue is inconvenient or improper.

9.4 Specific Performance. Notwithstanding any other provision in these Terms, each Party acknowledges and agrees that a non-breaching Party may, upon any breach of these Terms, immediately seek enforcement of these Terms by means of specific performance or injunction, without any requirement to post a bond or other security.

9.5 Force Majeure. GLab shall not be liable by reason of any failure or delay in the performance of its obligations on account of an unforeseeable and irresistible event, including external causes with the same characteristics (a “Force Majeure”), which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, any act known or otherwise referred to as an “act of God”, war, terrorism and governmental action or intervention.

9.6 No Other Agreements. These Terms are the complete and exclusive statement of the Parties’ agreement relating to the Platform and they supersede all offers (oral or written), understandings, representations, conditions, warranties, covenants, and other communications between the Parties relating to the Platform, the Website and the Services. GLAB EXPRESSLY OBJECTS TO AND REJECTS ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY THE CUSTOMER WITH RESPECT TO THE PLATFORM, THE WEBSITE OR THE SERVICES INCLUDING THOSE CONTAINED IN ANY CUSTOMER’S PURCHASE ORDER, ACCEPTANCE OR WEBSITE.

9.7 Notices. GLab may send notices pursuant to these Terms to Customer’s email contact points provided by Customer. Customer may send notices pursuant to these Terms to GLab at hello@custodian-software.com. Notices shall be deemed received by Customer twenty-four (24) hours after they are sent.

9.8 Assignment & Successors. These Terms shall be binding upon and inure to the benefit of the Parties’ respective successors and assigns.

9.9 Waiver. No waiver by either Party of any default in performance on the part of the other Party shall constitute a waiver of any subsequent breach or default by the defaulting Party.

9.10 Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of these Terms invalid or otherwise unenforceable in any respect. In the event that a provision of these Terms is held to be invalid or otherwise unenforceable, such provision shall be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of these Terms shall continue in full force and effect.

9.11 Technology Export. Customer shall not export any software provided by GLab or otherwise remove it from Canada or the United States except in compliance with all applicable Canadian and U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the Website or the Platform in or export such software to, a country subject to an embargo by Canada or the United States.

9.12 Consumer Protection Law. The Platform is a workplace tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, consumer protection laws do not apply.

9.13 Relationship of the Parties. The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

9.14 Amendments. GLab reserves the right to amend these Terms from time to time with or without notice prior to the effective date of the amendments by posting an amended version of the Terms on its Website. Customer’s continued use of the Services following the effective date of any such amendments shall constitute Customer’s consent to any such amendments. Customer and Users can review the most current version of the Terms at any time by visiting this page at https://custodian-software.com/terms-conditions/.

9.15 Language. The parties hereto have expressly requested that the present Terms be drafted in the English language. Les Parties aux présentes ont expressément demandé que les présentes conditions soient rédigées en langue anglaise.