Conditions relating to use of the Service
You need a supported Web browser to access the Service. You acknowledge and agree that Maxen Technology may cease to support a given Web browser and that your continuous use of the Service will require you to download a supported Web browser. You also acknowledge and agree that the performance of the Service is incumbent on the performance of your computer equipment and your Internet connection.
You are solely responsible for managing your account and password and for keeping your password confidential. If you have forgotten your password, click on the "I Forgot my Password?" link and follow the on-screen instructions or contact Maxen Technology’s support team. You are also solely responsible for restricting access to your account and we shall not be liable for any loss or damage arising from any unauthorized use of your account.
You agree that you are responsible for all activities that occur on your account or through the use of your password by yourself or by other persons. If you believe that a third party obtained or guessed your password, use the reset password feature of the Service as soon as possible to obtain a new password and immediately contact support.
In all circumstances, you agree not to permit any third party to use or access the Service.
As a condition to your use of the Service, you agree not to:
a) Impersonate or misrepresent your affiliation with any person or entity;
b) Access, tamper with, or use any non-public areas of the Service or Maxen Technology’s computer systems;
c) Attempt to probe, scan, or test the vulnerability of the Service or any related system or network or breach any security or authentication measures used in connection with the Service and such systems and networks;
d) Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Service;
e) Harm or threaten to harm other users in any way or interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
f) Provide payment information belonging to a third party;
g) Use the Service in an abusive way contrary to its intended use, to its documentation or to Maxen Technology’s reasonable instructions;
h) Systematically retrieve data or other content from the Service to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
i) Infringe third party intellectual property rights when using or accessing the Service.
You hereby agree to license the Service identified on the web form or subscription documentation generated at the time of your acceptance of this Agreement. The specific features and the fees payable with respect to the Service are set forth on www.maxentechnology.com or vision.maxen.io. The Service may include updates, cloud-based services, support services, applications or documentations, each of which is subject to the terms of this Agreement as applicable. Maxen Technology may add to, change or discontinue any component of the Service at any time. You acknowledge being bound by the terms and conditions of the subscription plan you have subscribed to.
Maxen Technology grants you a non-transferable, non-sublicensable, non-exclusive, revocable and limited right to access and use the Service for internal purposes only. You shall not access or use the Service in any way that is detrimental to Maxen Technology’s interests including, without limitation, to build products or services that are competitive with the Service. All rights not granted to you in this Agreement are reserved by Maxen Technology.
It may be necessary for Maxen Technology to perform scheduled or unscheduled repairs or maintenance, or remotely patch or upgrade the Service, which may temporarily degrade the quality of the Service or result in a partial or complete outage of the Service. Maxen Technology will endeavor to carry out such repairs or maintenance during times that will cause the least disruptions to your business. You shall cooperate, if necessary, to perform any maintenance or repair work.
You agree that Maxen Technology may at any time modify the pricing scheme and/or fees attached to the subscription plan and your continuing use or access of the Service shall be deemed to constitute acceptance of such new pricing scheme or fee.
Maxen Technology will have the right to investigate and prosecute violations of any of the above, including without limitation possible infringement of any intellectual property rights and possible security breaches, to the fullest extent of the law. Maxen Technology may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. you acknowledge that, although Maxen Technology has no obligation to monitor your access to or use of the Service, it has the right to do so for the purpose of operating the Service, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body.
Fees and Payment
Maxen Technology shall charge all applicable fees on the credit card, Apple Pay or Google Pay account associated with your Vision account. You are responsible for providing Maxen Technology valid credit card information. You may modify this information at any time by accessing your Stripe Account through the billing settings of the Service. You must update your credit card information if your credit card information changes. All payments made by you to Maxen Technology under this Agreement are non-refundable.
Maxen Technology accepts no liability to complete any transaction which cannot be cleared by our payment processor, whether because there are no sufficient funds available on your credit card or otherwise. If such a situation would occur, you will receive an error message from the Service and the transaction will be denied. Moreover, Maxen Technology may suspend your account and contact you so you can provide Maxen Technology with valid alternative credit card information. Such suspension shall not relieve you from your obligation to pay any fees owed to Maxen Technology.
Any amounts not received by the applicable due date may accrue late interest at the lesser of either (a) 1.5% of the outstanding balance per month, or (b) the maximum interest permitted by applicable law, whichever is less, plus costs of collection. Any amount not received by Maxen Technology within thirty (30) days after the applicable due date will be deemed a material default under this Agreement, and Maxen Technology will be entitled to either suspend the Services or terminate the Agreement in accordance with the following Section.
Term and Termination
The “Initial Term” shall mean the number of months in the term as specified in your subscription documentation beginning on the date specified therein (the “Activation Date”). Upon expiration of the Initial Term, this Agreement will automatically renew for the same period of time as the Initial Term (each a “Renewal Term”, and the Initial Term and all Renewal Terms collectively, the “Term”) until terminated by you or Maxen Technology by delivery of written notice to the other party at least thirty (30) days prior to the end of the Initial Term or then-current Renewal Term, as applicable.
Maxen Technology also reserves the right to suspend or end the Service at any time at its discretion and without notice. For example, Maxen Technology may suspend or terminate your use of the Service if you are not complying with the present Agreement, or use the Service in a manner that would cause Maxen Technology legal liability, disrupt the Service or disrupt others' use of the Service. Maxen Technology reserves the right to terminate and delete your account if you haven't accessed the Service for 12 consecutive months.
Maxen Technology reserves the right to temporarily or permanently discontinue the Service at any time. Maxen Technology will deploy commercially reasonable efforts to notify you of such discontinuation. If you breach this Agreement, Maxen Technology will have the right to terminate this Agreement immediately, without notice, and to deactivate your account.
All right, title, and interest in and to the Service, and all modifications, extensions, scripts and other derivative works provided or developed by Maxen Technology, are and will remain the exclusive property of Maxen Technology and its licensors. The Service is protected by copyright, trademark, and other domestic and foreign laws concerning intellectual property. Except as expressly permitted in this Agreement, you may not reproduce, modify, or create derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use or commercially exploit the Service.
You agree that any feedback that you provide to Maxen Technology, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information regarding Maxen Technology or the service, whether such feedback provided in email, feedback forms, or any other format, shall belong exclusively to Maxen Technology, without any requirement to acknowledge or compensate you.
Ownership of Data
You own all right, title and interest in data uploaded or otherwise provided by you or your users to the Service (“Customer Data”). By using the Service, you hereby agree that Maxen Technology may use Customer Data for the purposes of providing, improving and developing Maxen Technology’s or its affiliates’ products and services. You hereby grant Maxen Technology the right to analyze, distribute, copy, display, and create derivative works of your Customer Data for the purpose stated in this Section and for Maxen Technology’s internal business purposes, which may include the creation and commercialization of statistical and behavioral analyses, market trends, and other similar work product. Any Customer Data used in connection with such derivative works shall be aggregated and anonymized in accordance with applicable industry standards (the “Aggregated Data”). Maxen Technology shall own all right, title and interest in the Aggregated Data and nothing in this Agreement shall prohibit Maxen Technology or its affiliates from utilizing Aggregated Data for any purpose. You represent and warrant to Maxen Technology that you have all rights necessary to grant the rights described in this Section, and that your provision and use of Customer Data through and in connection with the Services does not violate any applicable laws or rights of any third party.
You are solely responsible for resolving disputes regarding ownership or access to your Customer Data, including those involving any current or former owners, co-owners, employees, affiliates (former or current), or contractors of your business. You acknowledge and agree that Maxen Technology has no obligation whatsoever to resolve or intervene in such disputes.
Third Party Services
By using the Service, you may decide to enable, access or use any Third Party Services (as defined below). You agree that access and use of such Third Party Services shall be governed solely by the terms and conditions of such Third Party Services, and that Maxen Technology is not responsible or liable for, and makes no representations as to any aspect of such Third Party Services, including, without limitation, their content or the manner in which they handle data (including Customer Data) or any interaction between you and the provider of such Third Party Services. Any use by you of Third Party Services shall be solely between yourself and the applicable third party provider. You hereby irrevocably waive any claim against Maxen Technology with respect to such Third Party Services. Maxen Technology is not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such Third Party Services, or your reliance on the privacy practices, data security processes or other policies of such Third Party Services. “Third Party Services” means products, applications, services, software, networks, systems, directories, websites, databases and information from third parties, which the Service links to, or which you may connect to or enable in conjunction with your use of the Service.
Disclaimer of Warranty and Limitation of Liability
TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, MAXEN TECHNOLOGY MAKES NO WARRANTY OR REPRESENTATION REGARDING THE SERVICE, INCLUDING THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR WILL WORK IN COMBINATION WITH ANY HARDWARE OR SOFTWARE PROVIDED BY THIRD PARTIES, THAT THE SERVICE WILL BE UNINTERRUPTED, WITHOUT PROBLEMS OR ERROR FREE, OR THAT ALL ERRORS IN THE SERVICE WILL BE CORRECTED. MAXEN TECHNOLOGY PROVIDES THE SERVICE “AS IS” AND “AS AVAILABLE”.
TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, MAXEN TECHNOLOGY’S WARRANTIES AND REMEDIES (IF ANY) EXPRESSLY SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTE, CUSTOM, ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING, BUT NOT LIMITED, TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, AVAILABILITY, PERFORMANCE, COMPATIBILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION AND NONINFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL MAXEN TECHNOLOGY AND ITS SUPPLIERS OR LICENSORS HAVE ANY LIABILITY, WHETHER BASED IN CONTRACT, DELICT OR TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY, FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF, OR UNAUTHORIZED ACCESS TO, OR DISCLOSURE OF INFORMATION OR DATA OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THE SERVICE, WHETHER FORESEEABLE OR NOT, AND EVEN IF MAXEN TECHNOLOGY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT COMPANY IS FOUND LIABLE TO PAY YOU ANY DAMAGES, MAXEN TECHNOLOGY’S TOTAL CUMULATIVE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO MAXEN TECHNOLOGY IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM. THE ABOVE LIMITATIONS OF LIABILITY WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN SHALL FAIL ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify, and hold harmless Maxen Technology Inc., its officers, directors, affiliates, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Service.
Maxen Technology Inc. may amend this Agreement or any section of this Agreement, in whole or in part, at any time. Each such amendment (i) will be communicated to you at least 30 days before its coming into force; (ii) set out the new section only, or an amended section along with the section as it read formerly; (iii) set out the date the amendment comes into force; and (iv) if the amendment entails an increase in your obligations or a reduction in Maxen Technology Inc.’s obligations, give you the right to refuse any amendment and terminate this Agreement without cost, penalty or cancellation indemnity by sending Maxen Technology Inc. a notice to that effect no later than 30 days after the amendment comes into force. In order to send such a notice, click on the “I Do Not Agree” when the amendment is communicated to you. Refusing an amendment entails the termination of this Agreement, the automatic deactivation of your account and denial of access to the Service.
Any products or services which Maxen Technology provides or makes available to you may be subject to U.S. Export control and economic sanctions laws. You agree to comply with all such laws or regulations as they relate to the access and use of Service. You agree not to access the Service from any jurisdiction in which the provision of the Service is prohibited under U.S. or other applicable laws or regulations (a “Proscribed Country”) or provide access to the Service to any government, entity or individual located in any Proscribed Country. You represent, warrant, and covenant that (i) you are not a national of, or company registered in, any Proscribed Country; and (ii) you shall not permit third parties to access or use the Service in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions.
This Agreement shall be governed by and construed by the laws of the Province of Quebec, Canada and the laws of Canada applicable to contracts between Quebec residents and to be performed in Quebec. Parties hereby irrevocably submit and attorn to the jurisdiction of the Courts of the district of Montreal, Province of Québec. Notwithstanding the foregoing, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to this Agreement or the Service will be determined by arbitration to the exclusion of the courts, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened disclosure of confidential information, infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Arbitration will be conducted by one arbitrator pursuant to the laws and rules relating to commercial arbitration in Quebec that are in effect on the date of the notice.
This Agreement is the entire and exclusive agreement between Maxen Technology and you regarding the Service, and this Agreement supersedes and replaces any prior agreements between Maxen Technology and you regarding the Service.
You shall not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of Maxen Technology which consent is within Maxen Technology’s sole discretion. No assignment or delegation by you shall relieve or release you from any of its obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by each of the Parties and their respective successors and assigns. Maxen Technology shall be allowed to assign this Agreement to any third party without requiring your consent.
Nothing in this Agreement shall constitute a partnership or joint venture between you and Maxen Technology.
If a particular provision of this Agreement is held to be invalid by a court of competent jurisdiction, the provision shall be deemed severed from this Agreement and shall not affect the validity of this Agreement as a whole.
Neither party shall be deemed in default or otherwise liable for any delay in or failure of its performance under this Agreement (other than payment obligations) by reason of any act of God, fire, natural disaster, pandemic or other health crisis, accident, act of government, shortage of materials or supplies, failure of transportation or communication or of suppliers of goods or services, or any other cause to the extent it is beyond the reasonable control of such party.
The Parties have expressly requested that this Agreement be drawn up in English and that all modifications thereof can be made in this language. Les parties ont expressément convenu que cette entente soit rédigée dans la langue anglaise et que toute modification puisse être faite dans la langue anglaise.
If you have any concern, question or complaint regarding this Agreement, please contact us at:
Maxen Technology Inc.
6250 Hutchinson Street, Montreal, QC, H2V 4C5
This Agreement’s last update was on October 14th, 2021.