TERMS OF USE

Last updated: 01-05-2023

These terms of use govern the use of the Tadeus software platform (the “Platform”), operated by Centre Axel (“Axel”) and made available to professional and non-professional users. By using the Platform, the User agrees to be bound by these terms of use.

Some terms differ for Professional Users (as defined below) and Non-Professional Users (as defined below).

1. Interpretation

1.1 Definitions

In these terms, the following capitalized words and expressions have the meaning given to them in the text or in this section:

“Administrator” means the User who has administration privileges on a Client's profile.

“Affiliate” means a company that controls Axel, is controlled by Axel or is under common control with Axel.

“User Content” means any information or data uploaded to the Platform by the User or the authorized Users;

“Documentation” means any human-readable documentation that accompanies the components of the Platform and allows them to be configured;

“Analytics Data” means the data recorded, generated or compiled by Axel in relation to the use of the Platform by users, including the User and the authorized Users, not including any User Content or any Personal Information.

“Hosting Provider” means a company retained by Axel to provide the hardware and software infrastructure needed to operate the Platform and to host the Platform and the User Content;

“Fees” means the fees payable by the User in consideration for the Software Services, as provided for by the terms of the subscription selected by the User.

“Login Credentials” means a method, including a username and a password, that allows a user to access a specific account on the Platform.

“Confidential Information” has the meaning given in section 5.1.

“Payment Method” means a payment method for which the User has provided information to Axel to allow the Fees to be charged automatically.

“Client” means a person who is followed by a Professional User or who is otherwise the subject of the exchange of information through the Platform.

“Platform” means the Tadeus Platform offered as a web application accessible from a web browser, including the software and hardware infrastructure needed for it to operate.

“Personal Information” means information about an identifiable individual or any information designated as such by the applicable privacy laws.

“Software Services” means access to the features offered by the Platform in accordance with these terms.

“Non-Professional User” means a User who uses the Platform for personal purposes, including as a parent or relative of a Client.

“Professional User” means a User who uses the Platform as part of a professional practice with a Client.

“Users” means any individual who uses the Platform.

2. Purpose of the Platform

The Platform allows Users to share information about Clients and to obtain recommendations about the interventions to use with Clients.

The Platform aims to improve interventions with the Client by the professional and non-professional people around the Client, through the sharing of information about real situations and the generation of intervention recommendations by software algorithms. Any use of the Platform for other purposes is prohibited.

The recommendations obtained through the Platform are merely a tool for the Users. Axel does not guarantee the effectiveness or appropriateness of the recommendations obtained by the Users. Each User is responsible for ensuring that a recommendation is appropriate before implementing it and for deciding for themselves to act on an intervention recommendation. The User agrees to indemnify Axel and its successors and assigns against any claim made against them by any person that is based in whole or in part on an intervention by the User or on the intervention of any person prompted by the User on the basis of recommendations obtained through the Platform.

3. Client profile and consent

To use the Platform to share information involving a Client, you must create a profile for the Client concerned. A Client's profile must be associated with a pseudonym, not with the Client's real identity.

The User who creates a profile for a Client is responsible for obtaining the consent of the Client associated with a given record, or of the person authorized to consent on the Client's behalf (for example a parent), including ensuring that the consent obtained is free and informed.

The User who creates a profile for a Client is its Administrator and is responsible for giving other Users access to the profile.

4. User undertakings

The User makes the following undertakings to Axel. These undertakings are made for the benefit of Axel and do not replace, but add to, the obligations of Users under other contractual agreements or under the applicable law or regulations.

  1. Not to create a profile for a Client without having obtained the consent of the Client or of the person entitled to consent on the Client's behalf.
  2. Not to use the Platform to communicate personal information in breach of the Privacy Policy applicable to the Platform or in any other way to which the Client concerned (or the person entitled to consent on the Client's behalf) has not freely and knowingly consented;
  3. Not to disclose information about the real identity of a Client;

5. Confidentiality

5.1 Confidentiality

Axel undertakes to keep and process information of a confidential nature, including the User Content to which it may have access in the course of operating the Platform (the “Confidential Information”), in strict confidence. To this end, Axel undertakes to apply to the protection of Confidential Information the same standards of care and diligence that it applies to protecting the confidentiality of its own confidential information. The User acknowledges that the User Content will be disclosed to the Hosting Providers and to other service providers of Axel to the extent necessary to operate the Platform, in accordance with this contract. Axel undertakes to select providers that undertake in writing to preserve the confidentiality of the User Content. However, Axel gives no guarantee regarding the actions of its providers.

5.2 Exception

Axel's obligations regarding Confidential Information do not apply to any information:

  1. That becomes known to the public through no fault of Axel;
  2. That was already known to Axel before its disclosure by the User;
  3. That is developed independently by Axel;
  4. That is disclosed to Axel by a third party who is not bound by an obligation of confidentiality towards the User;

5.3 Permitted disclosure

Axel may disclose and/or use the Confidential Information if it is compelled to do so by an order of a court or of a competent authority in accordance with the applicable law, provided that reasonable steps have been taken, where possible, to notify the User of such forced disclosure or use and to allow the User to take the appropriate steps to protect the Confidential Information.

6. Protection of personal information

6.1 Roles of the parties

With respect to the Personal Information processed through the Platform:

  1. The Administrator is deemed to control the purposes for which the Personal Information associated with a Client's profile is processed through the Software Services;
  2. The User warrants to Axel that it has obtained all the consents required to disclose the Personal Information to Axel and to have it processed through the Platform in accordance with these terms;
  3. Axel will use the Personal Information only in accordance with the Users' instructions and as provided for in these terms and in its Privacy Policy;
  4. Axel is authorized to use subcontractors for the processing of Personal Information to the extent provided for in the Privacy Policy.

6.2 Cooperation

The User declares having read the Platform's Privacy Policy and agrees that Personal Information about them be collected, used and disclosed in accordance with that policy.

7. Professional ethics

Professional Users who use the Platform are subject to ethical rules whose source and form vary according to their field and place of practice. Axel takes steps so that the Platform allows as many Professional Users as possible to use it in a way that respects their professional obligations, but cannot guarantee that the use of the Platform complies with your professional obligations. The Professional User is at all times responsible for ensuring that the use of the Platform is compatible with their ethical obligations.

8. Software services

8.1 Nature of the Services

Subject to compliance with the terms of this contract, Axel allows Users to access and use the Platform in accordance with these terms. The Software Services are limited to access to the features of the Platform. Any work by Axel or its employees to customize the Platform or to develop new features on the Users' instructions is not included in the Software Services and is at Axel's sole discretion.

8.2 Updates

The Platform could be updated from time to time and new features could be added to it. Axel will make such updates and new features available to Users at its sole discretion and makes no commitment regarding the development of future versions of the Platform.

8.3 Maintenance

Axel and/or its Hosting Provider will need to carry out maintenance work on the Platform from time to time. Axel will make reasonable efforts to carry out maintenance work in a way that minimizes the impact of periods of unavailability of the Platform on Users.

8.4 Credentials

The Platform allows Users to choose Login Credentials when they register as a User. The User is responsible for the control and security of their Login Credentials and will be fully responsible for any action taken with their Login Credentials. The User agrees to notify Axel promptly if a Login Credential is compromised or if the User has reason to believe that a login credential could be used without authorization.

8.5 Third-party services

The Platform could include integrations with web services made available by third parties, accessible through the Platform and subject to the terms of those third-party providers. These services are not part of the Software Services and these terms do not apply to them.

8.6 Prohibited use

In particular, the User agrees not to, directly or indirectly, do any of the following, nor to allow or tolerate anyone doing any of the following:

  1. access, or attempt to access, the source code or object code of the software making up the Platform;
  2. copy all or part of the Platform or of the Documentation, except as expressly authorized by these terms;
  3. decompile, disassemble or reverse-engineer the Platform, in whole or in part, or create any derivative work from all or part of the Platform or the Documentation;
  4. access or attempt to access data belonging to other Users of the Platform;
  5. do anything that a reasonable person would consider likely to place an unreasonable load on the Platform;
  6. use the Platform or the Documentation to develop similar software or services, or software or services offering the same features;
  7. use the Platform to carry out comparative performance tests (benchmarking);
  8. disable or circumvent any protection mechanism related to the Platform or the Documentation;
  9. upload to the Platform content that breaches the applicable laws or infringes the intellectual property rights of others;

8.7 Usage audit

Axel is authorized to check and monitor the User's use of the Platform to ensure compliance with the terms and conditions of this contract. Such checking and/or monitoring may be carried out by Axel or by a third party retained by Axel at its own expense. Any monitoring of Users' activities will only be used to ensure compliance with the terms of this contract. If the checking or monitoring carried out by Axel reveals a breach of the terms of this contract, Axel may suspend a User's access to the Platform. Axel must notify the User in writing of such a suspension as soon as possible, and the User will then have the opportunity to remedy the alleged breach within a reasonable time, failing which the User will be considered in default under the contract and Axel may exercise the remedies available to it under the contract.

9. Hosting

9.1 Hosting Provider

The User agrees that the Platform and the User Content be hosted by a third party. Axel may change its Hosting Provider at its sole discretion. The User Content will be stored in facilities operated by Amazon Web Services located in Canada.

9.2 Security standards

Axel undertakes to select Hosting Providers that offer security measures meeting industry standards and that undertake in writing to Axel to preserve the confidentiality of the User Content and to use the User Content only for the purposes necessary to provide the hosting services agreed with Axel.

9.3 Backup

Axel will take reasonable steps to ensure the backup and retention of the User Content. Axel does not guarantee that the User Content will be available at all times, nor the integrity of the User Content.

10. Intellectual property

10.1 No assignment

The User acknowledges that this contract does not assign any intellectual property and that the User cannot claim any intellectual property right in the Platform or the Documentation. Axel reserves all its rights in the Platform and all its components, as well as in the Documentation.

10.2 Suggestions

If the User or any person with access to the Platform under these terms communicates with Axel about improvements and changes to be made to the Platform or to the Software Services (“Suggestions”), the User acknowledges that: (i) Axel has no obligation of confidentiality, express or implied, regarding the Suggestions; (ii) Axel is authorized to use or disclose (or to choose not to use or disclose) the Suggestions for any purpose whatsoever, in any manner whatsoever, on any medium whatsoever, anywhere in the world; (iii) Axel may already have considered, or be developing, items identical or similar to those mentioned in the Suggestions; and (iv) no remuneration or compensation will be paid by Axel in consideration for the Suggestions.

10.3 User Content

Axel claims no ownership right in the User Content and acknowledges that this contract does not assign the Users' rights in the User Content to it. Axel undertakes not to use the User Content other than to the extent necessary to provide the Software Services, or after having been duly authorized to do so by the User and the Client concerned, as the case may be.

10.4 Limited licence

The User grants Axel a non-exclusive, worldwide and royalty-free licence to reproduce, use and modify the User Content solely to the extent necessary to provide the Software Services.

10.5 Representation regarding User Content

The User represents and warrants to Axel that it has all the rights needed to upload the User Content to the Platform and that it has obtained the consent of all the individuals concerned whose consent is required before uploading User Content to the Platform.

10.6 Analytics Data

Axel and its Affiliates could generate Analytics Data using, in part, User Content and information derived from the use of the Platform. Analytics Data that includes information identifying a Client is never used other than for the direct benefit of the Client concerned.

Analytics Data may be used for the following purposes:

  1. Improving the features of the Platform;
  2. Technical support and improving technical support;
  3. Training and developing algorithms or artificial intelligence models;
  4. Checking the security of the Platform and the integrity of the User Content;

11. No warranty

Except for the warranties required by the applicable law, the Platform is provided by Axel “as is” and without any warranty, express or implied. In particular, Axel gives no warranty (a) that access to the Platform will be uninterrupted, secure, error-free, accurate and complete, (b) regarding the results the User could obtain from using the Platform.

12. Limitation of liability

12.1 Exclusion of certain damages

Subject to the public-order limitations provided for by law that cannot be set aside by contract, Axel disclaims all liability for any indirect or consequential damages, including punitive, incidental or special damages, arising from the Software Services, from the use of the Platform by the User or the authorized Users, or from Axel's inability to provide the Software Services, whether that liability is based on contract, fault, tort, negligence, strict liability or any other legal theory, even if Axel has been advised of the possibility of damages that could be caused to the User by the provision of the Software Services or by any interruption or suspension of the provision of the Software Services.

Without limiting the generality of the foregoing, the parties exclude in particular Axel's liability for loss or corruption of data, loss of profits or business opportunities, failure to achieve expected savings, the cost of substitute goods and services, and legal fees and expenses.

12.2 Monetary limit

Subject to the public-order limitations provided for by law that cannot be set aside by contract, Axel's liability under this contract will be limited to an amount equal to the Fees paid by the User during the 12 months preceding the event giving rise to the liability. If the User has paid no fees to use the Platform, the User agrees to release Axel from all liability except for damages caused by its gross or intentional fault.

13. Indemnification

13.1 By the User

The User agrees to indemnify and hold harmless Axel and its directors, officers, employees, shareholders, consultants and Affiliates (collectively the “Axel Indemnitees”), to take up their cause and to defend them, against any third-party claim brought against any of the Axel Indemnitees (including, without limitation, all fees, losses, liabilities, fines, judgments, costs, interest, penalties or expenses, direct or indirect, including the reasonable disbursements and fees of their legal advisers that they could incur or be required to pay) arising from:

  1. the use of the Platform by the User;
  2. the authorized use of the User Content by Axel;
  3. the User's failure to comply with its obligations regarding the protection of personal information;
  4. the breach by the User or its staff of these terms of use or of an applicable law or regulation;
  5. any intervention by a User or a third party with respect to a Client, including where that intervention is prompted by a recommendation obtained through the Platform;
  6. the gross negligence or intentional act of a member of the Users' staff;

13.2 By Axel

Axel agrees to indemnify and hold harmless the User, to take up its cause and to defend it, against any third-party claim brought against the User (including, without limitation, all fees, losses, liabilities, fines, judgments, costs, interest, penalties or expenses, direct or indirect, including the reasonable disbursements and fees of its legal advisers that it could incur or be required to pay) arising from

  1. an alleged infringement by the Platform or the Software Services of an intellectual property right existing in Canada and belonging to a third party, unless such infringement results from the use of the Platform with a product not provided or approved by Axel, from any unauthorized use of the Platform or any use contrary to Axel's instructions, from a trial or “beta” feature, or from any modification of the Platform by a person not authorized by Axel.
  2. Axel's failure to comply with its obligations regarding the protection of Personal Information or Confidential Information.

13.3 Preventive measures

If Axel finds or reasonably suspects that the Platform could infringe the intellectual property rights of a third party, Axel may, at its option: (a) obtain the right to continue providing the Platform to the User, (b) replace any potentially infringing component with another functionally equivalent non-infringing component, or (c) immediately suspend the Users' access to any potentially infringing component of the Software Solution and refund the User the Fees already paid for that component, as the case may be.

13.4 Conditions

To benefit from the provisions of this section 13, the party seeking to be indemnified must promptly notify the party liable to indemnify it, in writing and no later than ten (10) days after a claim comes to its attention or after it should reasonably have become aware of it. The party liable to indemnify will then be free to direct the defence of the party to be indemnified and to appoint legal advisers reasonably acceptable to all parties, but may not settle or make any admission of liability without the consent of the party to be indemnified, which may not refuse without serious reason.

14. Term and termination

14.1 Term of the contract

This contract is for an indefinite term and is in force from its conclusion until it is terminated in accordance with its provisions.

14.2 Termination of the contract

Each party may terminate this contract by giving the other party 30 days' written notice.

Axel may terminate this contract and stop providing the Services immediately, without notice, if the User fails to comply with its obligations under this contract.

14.3 End of the contract

If this contract is terminated or ceases to be in force for any reason whatsoever, the parties' obligations regarding intellectual property, confidentiality and indemnification continue to apply despite the termination of the contract.

14.4 Transition

When this contract ends for any reason whatsoever, Axel may destroy the User Content without further notice. The User is responsible for keeping the User Content other than through the Platform.

15. General provisions

15.1 Notices

Any notice that must or may be given under this contract must be given in writing, by a message delivered in person, in which case the notice will be deemed received on the day of delivery, or sent by email from one party's email address to the other party's email address, in which case it will be deemed received on the business day following the day it was sent. The parties are free to change their email address by sending the other party a written notice to that effect in accordance with this paragraph.

15.2 Governing law

This contract is governed in all respects by the laws in force in the province of Quebec, including the laws of Canada applicable therein, and must be interpreted in accordance with those laws, including with respect to any question relating to its validity or performance.

15.3 Choice of forum

The parties agree to choose the judicial district of Montreal, province of Quebec, to the exclusion of any other judicial district that could have jurisdiction, as the appropriate venue for bringing and hearing any legal proceedings relating to this contract.

15.4 No waiver

A party's failure to exercise its rights under this contract, or late exercise of them, does not imply that the party waives that right. Any waiver of a right provided for in this contract will only be valid if made in writing.

15.5 Amendment

Axel may amend these terms of use. The User will be notified in writing of such an amendment at least 30 days before it comes into force. The Users' only remedy if these terms of use are amended is to terminate this contract in accordance with its provisions.

15.6 Severability

As far as possible, each provision of this contract must be interpreted so as to be enforceable and valid under the applicable law, but if any of its provisions were held to be invalid, illegal or unenforceable for any reason whatsoever under the law or regulations applicable in any jurisdiction, that invalidity, illegality or unenforceability will not affect the validity of the other provisions of this contract.

15.7 Assignment

The User may not assign or otherwise transfer its rights under this contract without the prior written authorization of Axel, which will be at Axel's sole discretion.

Axel may assign its rights and obligations under these terms as part of the transfer of all or part of its assets or the reorganization of its business.