Facilis Cloud Services Terms & Conditions

1. Access to The Services

Access rights

Customer’s Users may use and have access to Mybys (the Service) and all related documentation, provided such use and access is for Customer’s own internal business operations. Users may need to download, install, and use Mybys and must use only for professional reasons.

Support

Facilis will provide basic or standard support services, through telephone, electronic mail, or another online mechanism.

Restrictions

Customer agrees not to, directly or indirectly:

• Modify, translate, copy or create derivative works based on the Service or any element of the Software;
• “Frame” or “mirror” any content forming part of the Service;
• Reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs, or underlying ideas or algorithms of the Service or the Software in whole or in part.

Acceptable Use and Prohibited Uses

Customer agrees to use the Service only for professional reasons and in compliance with all Canadian and international laws and regulations. If Customer becomes aware of any actual or potential violations of such laws or regulations, please contact info@facilisglobal.com.

Customer represents and warrants that it is not a person or entity that is prohibited from doing business under any agreement or treaty or legislation.

If Facilis collects and provides Customer with information relating to participants in Customer’s Meetings, Customer will (a) only use such information to contact the participants in connection with Customer’s Meeting and (b) not share such information with any third parties.

Use of the Services

Customer agrees to use the Service in accordance with all applicable laws. In the event Customer acts or uses the Service in a manner not in accordance with all applicable laws, Customer shall:

• Be in material breach of this Agreement;
• Indemnify, defend and hold harmless Facilis for any losses, expenses, costs, liabilities, damages, penalties, investigations, or enforcement proceedings (including attorneys’ fees) arising from or relating to Customer’s breach of this Section;
• Take, at Customer’s expense, prompt action to correct and/or mitigate the effects of Customer’s breach of this Section;
• Provide Facilis with reasonable cooperation and support in connection with Facilis’ response to Customer’s breach of this Section. Customer shall assume and be solely responsible for any reporting requirements under law or contract arising from Customer’s breach of this Section.

User Accounts

Customer may identify an individual as the administrator for the Service who will receive an administrative user name and password for Customer’s account. Customer will ensure that its Users are aware of and use the Service only in compliance with this Agreement. Customer is responsible for all activities of Users and Meeting attendees that occur under Customer’s accounts. Customer:

• Is responsible for ensuring the security and confidentiality of all User and administrator IDs and passwords for the Service;
• Shall prevent unauthorized access to, or use of, the Service;
• Shall notify Facilis promptly of any unauthorized use of the Service or any breach, or attempted breach, of security of the Service.

Equipment

Customer is responsible for obtaining and maintaining any equipment and ancillary services including video-enabled devices, video communication services, modems, hardware, servers, software, operating systems, networking, web servers, internet and telephone service (collectively, “Equipment”) needed to connect to, access or otherwise use the Service (and, to the extent applicable, the Software). Customer is responsible for the security of its Equipment.

2. Proprietary Rights

Ownership

Customer acknowledges and agrees that:

1. The Service, the Software, and the Documentation are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws;
2. Facilis owns and retains all right, title, and interest (including, without limitation, all patent, copyright, trade secret, and other intellectual property rights) in and to the Service, the Software, the Documentation, any other deliverables, any and all related and underlying technology and any derivative works or modifications of any of the foregoing;
3. There are no implied licenses to Customer under this Agreement and any rights not expressly set forth in this Agreement are hereby expressly reserved by Facilis;
4. The Software and access to the Service are licensed, not sold and Customer acquires no ownership or other interest (other than the license rights expressly stated herein) in or to the Service, the Software and the Documentation;
5. The Service is offered as an on-line, hosted solution, and Customer has no right to obtain a copy of the Service itself.

3. Confidentiality

Confidentiality and Non-Use

Each party (the “Recipient”) understands that, in connection with this Agreement, the other party (the “Discloser”) may disclose business, technical or financial information relating to the Discloser’s business. Such information shall be considered the “Confidential Information” of the Disclosure provided that it is marked or otherwise designated at the time of disclosure as “confidential” or “proprietary” or the like. Facilis’ Confidential Information includes, without any marking or further designation

1. The pricing and other terms reflected in all Order Forms hereunder;
2. Any trade secrets, know-how, inventions (whether or not patentable), techniques, ideas, or processes related to the Services;
3. The Software;
4. The design and architecture of the Services;
5. The computer code, internal documentation, and design and functional specifications of the Services;
6. Any problem reports, analysis, and performance information related to the Services;
7. Reports, analyses, and/or other information relating to Facilis’ security and security practices (“Security Information”).

Customer’s Confidential Information includes, without marking or further designation:

1. The content, including Content (defined below), of virtual conferences that Customer creates and stores via the Services;
2. The usernames and passwords of Customer’s Users.

Obligations

Except in order to provide the Services or as otherwise permitted herein, during the Term and for a period of five (5) years after expiration or termination, the Recipient agrees (a) to use and disclose Confidential Information solely for the purpose of performing its obligations under this Agreement and (b) to protect the Confidential Information with at least the same degree of care it normally exercises to protect its own proprietary information of a similar nature, but in no event less than a reasonable standard of care.

Data

By the nature of providing the Service, Facilis collects certain data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (such as Meeting start/end times, number of Meetings conducted, meeting duration, etc. (“Data”). Facilis shall have the right to collect and analyze such Data, and Customer grants Facilis the right to use and disclose such Data (during and after the Term) solely in an aggregated or other de-identified forms to improve and enhance the Services, for other development, diagnostic and corrective purposes in connection with the Services and other offerings, or otherwise in connection with Facilis’ business.

4. User Data

User Data

In order to set up accounts and use the Services, Customer may provide information, such as IP address, username, password, and personally identifiable information (e.g., name, phone number, email address, etc.) (“User Data”).

Customer grants Facilis and its subcontractors the right to store, process and retrieve User Data in connection with providing and supporting the Services.

Content

Users may display, upload and store files, recordings, sound, music, graphics, and images in connection with Customer’s use of the Service (“Content”). Customer represents and warrants that it owns, or has the necessary permissions to use and authorize the use of Customer’s Content.

Recording

The Service may provide a function that allows Users to record individual Meetings. Customer has the option to enable or disable the recording function. Customers are solely responsible for complying with all laws in any relevant jurisdiction when using this feature.

5. Fees and Payment

Customer agrees to pay the applicable fees as stated on each Order Form (the “Fees”), including all applicable taxes.

Invoicing. Facilis will generally bill through an invoice. Full payment for invoices issued in any given month must be received by Facilis thirty (30) days after the date of the invoice.

Unpaid Fees

Fees and other amounts not paid by the due date are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus costs and expenses, including reasonable attorneys’ fees, that Facilis incurs in connection with the collection of any delinquent amounts.

6. Term and termination

Term and Renewal

Subject to earlier termination as provided below, this Agreement is for the initial term stated in proposals and shall be automatically renewed for additional periods equal to the renewal term set forth in the Order Form.

Limited Warranty

Facilis warrants that the Service will be provided in material compliance with the Documentation and to maintain the Service in a manner that minimizes errors and interruptions in the Service. However, the Service may be temporarily unavailable for scheduled or emergency maintenance, either by Facilis or by third-party providers, or because of other causes beyond Facilis’ reasonable control. Facilis will use reasonable efforts to provide Customer with advance notice of any scheduled maintenance.

Disclaimer

THE ABOVE WARRANTY IS CUSTOMER’S EXCLUSIVE WARRANTY AND Facilis DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OF TITLE AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED IN PREVIOUS SECTION, CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS PROVIDED “AS IS” AND FURTHER ACKNOWLEDGES THAT Facilis DOES NOT WARRANT THAT (A) THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (B) THE SERVICE IS NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE OR (C) THE FEATURES OR FUNCTIONALITIES OF THE SERVICE WILL BE AVAILABLE AT ANY TIME IN THE FUTURE. CUSTOMER IS RESPONSIBLE AND Facilis SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT CUSTOMER’S PROPOSED USE OF THE SERVICE COMPLIES WITH APPLICABLE LAWS.

Responsibility for Third-Party Claims

Customer agrees to defend any third party claim or action brought against Facilis to the extent based on Customer’s alleged breach of these terms and conditions.

Changes

Facilis reserves the right to modify and/or update the Service and/or any components thereof, the Documentation, its support policies, its security and privacy policies, and any other information and/or policies at Facilis’ sole discretion and without notice; provided that such changes shall not materially decrease the functionality of the Service that Customer has subscribed to during the then-current Term.

Governing Law and Jurisdiction

This Agreement, and any legal claim, suit, action, or proceeding arising out of this Agreement, whether sounding in contract, tort or otherwise, shall be governed by and construed in accordance with the internal laws of the Province of Quebec (Canada) without giving effect to any choice or conflict of law provisions or rules in any jurisdiction.