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Terms Of Use

These Terms of Use govern the use of the Collectiv.TV software solution (the "Platform"), operated by Collectiv.TV Technologies Inc. ("Collectiv.TV") and made available to users of the Platform (the "Customer") and to individuals acting on behalf of the Customer (the "Authorized Users"). By using the Platform, the Customer and Authorized Users, as the case may be, agree to be bound by these Terms of Use.

1. INTERPRETATION

1.1. Definitions

In these Terms of Use, the following words and phrases used with a capital letter have the meanings ascribed to them below:

"Affiliate" means an entity that controls Collectiv.TV, is controlled by Collectiv.TV or is under common control with Collectiv.TV.

“Agreement” means these Terms of Use, as modified or amended from time to time.

"Analytics Data" means the data recorded, generated or compiled by Collectiv.TV in connection with Platform use, including by the Customer and Authorized Users, not including, however, Customer Content or any Personal Information.

"Authorized Users" means employees or subcontractors of the Customer who are authorized by the Customer to use the Platform.

"Customer Content" means audiovisual content provided by Customer for the purpose of distribution through the Platform;

“Content License Agreement” means any agreement between Collectiv.TV or its Affiliates and the Customer with respect to intellectual property rights in and to the Customer Content.

"Documentation" means any human-readable documentation provided by Collectiv.TV describing the Platform features and facilitating the configuration of the Platform.

"Hosting Provider" means a provider retained by Collectiv.TV to provide the hardware and software infrastructure necessary for the operation of the Platform and the hosting of the Platform and Customer Content;

"Login Credentials" means a method, including a username and password, for a user to access a specific account on the Platform.

"Personal Information" means information about an identifiable individual.

"Platform" means the software solution marketed under the Collectiv.TV trademark that is accessible from a web browser or other method designated by Collectiv.TV from time to time, including the software and hardware infrastructure necessary for its operation.

"Software Services" means access to the features offered by the Platform in accordance with these Terms of Use.

2. ACCESS TO THE PLATFORM

2.1. Software Services

Subject to compliance with the terms and conditions of this Agreement by the Customer and the Authorized Users, Collectiv.TV allows the Authorized Users to access and use the Platform in accordance with these terms.

2.2. Updates

The Platform may be updated from time to time and new features may be added to the Platform. Collectiv.TV will make such updates and new features available to the Customer at its sole discretion and makes no commitment regarding the development of future versions of the Platform.

2.3. Maintenance

Collectiv.TV and/or its Hosting Providers may from time to time perform maintenance on the Platform. Collectiv.TV will use reasonable efforts to ensure that maintenance is carried out in a manner that minimizes the impact of periods of unavailability of the Platform. When maintenance resulting in a period of unavailability of the Platform is scheduled in advance, Collectiv.TV will notify the Customer of the time and expected duration of unavailability.

The Customer acknowledges that maintenance work is necessary for the proper operation of the Platform and that the unavailability of the Platform due to maintenance does not constitute a failure to provide the Software Services.

2.4. Third Party Services

The Software Services may include integrations with web services provided by third parties (other than Collectiv.TV or its Affiliates), accessible through the Software Services and subject to the terms and conditions of such third-party providers. These services are not part of the Software Services and these Terms of Use do not apply to such services.

2.5. Login Credentials

The Customer is responsible for maintaining control and security over the Login Credentials and shall be solely responsible for any action taken under the Login Credentials of Authorized Users whether or not such access or use is authorized by the Customer.

The Customer agrees to promptly notify Collectiv.TV if a Login Credential is compromised or if the Customer has reason to believe that a Login Credential may be used in an unauthorized manner.

2.6. Roles and permissions

Customer may attribute roles and permissions to Authorized Users. Customer is solely responsible for properly configuring the roles and permissions on the Platform and to perform any required verifications. Collectiv.TV shall not be responsible for the accidental disclosure of certain information to Authorized Users due to an incorrect configuration of access permissions by the Customer.

2.7. Prohibited use

The Customer and Authorized Users agree not to, directly or indirectly, do the following nor to allow or tolerate that anyone do the following:
  • access, or attempt to access, the source code or object code of the software included in the Platform;
  • copy all or part of the Platform, the content available through the Platform or the Documentation, except as expressly permitted by these terms;
  • decompile, disassemble or reverse engineer the Platform, in whole or in part, or create any derivative work in whole or in part of the Platform or the Documentation;
  • access or attempt to access data belonging to other Collectiv.TV customers;
  • do anything that a reasonable person would consider would impose an unreasonable load on the Platform;
  • use the Platform or Documentation to develop software or services that are similar or offer the same features;
  • use the Platform to perform comparative performance tests (benchmarking);
  • disable or circumvent any protection mechanism related to the Platform or Documentation;
  • use Collectiv.TV’s trademarks or logos without the express written permission of Collectiv.TV;
  • upload content to the Platform that violates applicable law or infringes the intellectual property rights of third parties;

2.8. Monitoring and Audit

Collectiv.TV is authorized to monitor and audit the Customer’s and Authorized Users’ use of the Platform for the purpose of ensuring compliance with the terms and conditions of this Agreement. Such verification and/or monitoring may be performed by Collectiv.TV or by a third party retained by Collectiv.TV at its own expense. Any monitoring of the activities of Authorized Users will be for the sole purpose of ensuring compliance with the terms of this Agreement. Collectiv.TV will not provide the Customer with any information regarding the use of the Platform for employee monitoring purposes.

In the event that Collectiv.TV's audit or monitoring reveals a breach of the terms and conditions of this Agreement, Collectiv.TV may suspend access to the Platform for all or some of the Authorized Users without prior notice. Collectiv.TV shall notify the Customer in writing of such suspension as soon as possible, and the Customer shall then be given the opportunity to remedy the alleged breach within a reasonable time, failing which the Customer shall be deemed to be in default under these Terms of Use and Collectiv.TV may avail itself of all remedies available under the contract.

2.9. Minimum configuration

The Customer acknowledges that the use of the Platform requires computer systems and an Internet connection that meet the minimum configuration standards reasonably determined by Collectiv.TV from time to time, if any.

2.10. Technical Support

Collectiv.TV may provide technical support to the Customer or Authorized Users in its discretion. Collectiv.TV may enter into a separate agreement with a Customer regarding technical support, but these Terms of Use do not create any undertaking to provide support on the part of Collectiv.TV.

3. HOSTING

3.1. Hosting provider

The Customer acknowledges that the Platform and Customer Content may be hosted by a third party. Collectiv.TV may change its hosting provider at its sole discretion. The Customer acknowledges and agrees that Customer Content may be stored in facilities located in jurisdictions other than Quebec or Canada and that the companies operating these facilities may be subject to laws different from those applicable in the Customer's jurisdiction.

3.2. Security Standards

Collectiv.TV shall select Hosting Providers that offer industry standard security measures and that commit in writing to Collectiv.TV to use data hosted on the Platform only for the purposes necessary to provide the hosting services agreed upon with Collectiv.TV.

3.3. Backup

Collectiv.TV makes no undertaking to make backups or other copies of the Customer Content for security purposes. Any obligation to preserve or backup Customer Content shall be governed by the Content License Agreement.

4. PROPRIETARY RIGHTS

4.1. Customer Content

Collectiv.TV and Customer’s intellectual property rights in and to Customer Content are governed by the Content License Agreement between Customer and Collectiv.TV.

4.2. Analytics data

Collectiv.TV and its Affiliates may generate Analytics Data using information derived from Customer’s and Authorized Users’ use of the Platform and from the viewing of Customer Content. Analytics Data including information allowing the identification of a Customer is never used other than for the benefit of such Customer or with the Customer’s consent.

Analytics Data may be used for the following purposes:

  • Improving the Platform's features;
  • Providing technical support and improving technical support;
  • Training and development of algorithms;
  • Auditing of the security of the Platform and the integrity of the Customer Content;
  • Identifying of trends and creating comparative analyses (without reference to a specific Customer);

4.3. No assignment

No intellectual property rights in or to the Platform, the logical and material infrastructure supporting the Platform, the content accessible through the Platform (except Customer Content) or the Documentation is assigned to Customer pursuant to these Terms of Use. Collectiv.TV reserves all its rights with respect to the Platform, all Platform components, all content available through the Platform (except Customer Content) and the Documentation.

4.4. Feedback

If the Customer or any person having access to the Platform under these Terms of Use communicates with Collectiv.TV about improvements and modifications to the Platform or the Software Services ("Feedback"), the Customer acknowledges that: (i) Collectiv.TV has no obligation of confidentiality, express or implied, with respect to the Feedback (except regarding information otherwise deemed confidential hereunder) ; (ii) Collectiv.TV is entitled to use or disclose (or choose not to use or disclose) the Feedback for any purpose whatsoever, in any manner whatsoever, on any medium whatsoever, anywhere in the world; (iii) Collectiv.TV may already have considered or be developing the same or similar elements to those mentioned in the Feedback; and (iv) no remuneration or compensation will be paid by Collectiv.TV in consideration of the Feedback.

5. PROTECTION OF PERSONAL INFORMATION

5.1. Consent to Personal Information Processing

Collectiv.TV collects and processes personal information through the Platform as described in its Privacy Statement. By accepting these Terms of Use, the Customer or Authorized User, as the case may be, provides consent to the collection and processing of personal data as set forth in the Privacy Statement.

6. LIMITATION OF WARRANTY

The Platform and the Software Services are provided by Collectiv.TV "as is" and without any warranty, express or implied. The parties acknowledge that any warranty provided by law that may be disclaimed by contract is hereby excluded. Notwithstanding the conventional warranty provided for herein, Collectiv.TV does not warrant (a) that the Software Services will be rendered in an uninterrupted, secure, error-free, accurate and complete manner, (b) that the Customer will obtain any results following the use of the Platform or the Software Services.

7. LIMITATION OF LIABILITY

7.1. Nature of the contract

The parties acknowledge that Collectiv.TV’s obligation hereunder is limited to the provision of a software tool and does not include any obligation to provide advice or any commitment regarding the results obtained by using the Platform.

7.2. Exclusion of certain damages

Subject to any public policy limitations provided by law that cannot be waived by contract, Collectiv.TV disclaims any liability for any indirect or consequential damages, including punitive, incidental or special damages, arising out of the Software Services, the Customer's or Authorized Users' use of the Platform, or Collectiv.TV's failure to provide the Software Services, whether such liability is based on contract, tort, negligence, strict liability or any other legal theory, even if Collectiv.TV has been advised of the possibility of damages that may be caused to Customer 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 Collectiv.TV's liability for damages for loss or corruption of data, loss of profits or business opportunities, failure to realize expected savings, cost of replacement goods and services, fees and expenses of consultants or legal advisors. The Customer agrees that Collectiv.TV will not be liable for damages caused directly or indirectly by the Customer's business decisions based on data obtained through the Platform, even if such data is erroneous due to a defect in the Platform.

7.3. Monetary limitation

Subject to the limitations of public order provided for by law that cannot be set aside by contract, Collectiv.TV's liability based on the present contract will be limited to one hundred dollars ($100).

8. INDEMNIFICATION

8.1. By the Customer

The Customer agrees to indemnify, defend and hold harmless Collectiv.TV and its directors, officers, employees, shareholders, consultants and Affiliates (collectively the "Collectiv.TV Indemnitees") from and against any and all third party claims brought against any of the Collectiv.TV Indemnitees (including, without limitation, any direct or indirect costs, losses, liabilities, fines, judgments, costs, interest, penalties or expenses, including reasonable disbursements and fees of their legal counsel, which they may incur as a result of any such claims) arising from:

  • the use of the Platform by the Customer or an Authorized User in violation of these Terms of Use or any other agreement between Collectiv.TV and the Customer;
  • the violation by the Customer or its personnel of any applicable law or regulation;
  • gross negligence or intentional acts of a member of the Customer’s personnel.

8.2. By Collectiv.TV

Collectiv.TV agrees to indemnify, defend and hold harmless the Customer and its directors, officers, employees and shareholders (collectively the "Customer Indemnitees") from and against any third party claims brought against any of the Customer Indemnitees (including, without limitation, any direct or indirect costs, losses, liabilities, fines, judgments, costs, interest, penalties or expenses, including reasonable disbursements and fees of their legal counsel, which they may incur) arising from an alleged infringement of a third-party intellectual property right existing in Canada by the Platform or the Software Services, except if such infringement results from the use of the Platform with a product not provided or approved by Collectiv.TV, any unauthorized use of the Platform or use contrary to Collectiv.TV's instructions, a trial or "beta" functionality, any modification of the Platform by a person not authorized by Collectiv.TV.

8.3. Preventive measures

If Collectiv.TV determines or reasonably suspects that the Platform may infringe the intellectual property rights of a third party, Collectiv.TV may, at its option: (a) procure the right to continue to provide the Platform to the Customer, (b) replace any potentially infringing element with another non-infringing functionally equivalent element, or (c) immediately suspend the Customer's access to any potentially infringing element of the Platform.

8.4. Conditions

In order to benefit from the provisions of this Section , the party seeking indemnification must promptly notify the indemnifying party in writing no later than ten (10) days after the indemnifying party becomes aware of a claim or reasonably should become aware of a claim. The indemnifying party shall then be at liberty to conduct the defense of such claim and to retain counsel reasonably acceptable to all parties, but shall not settle or make any admission of liability without the consent of the indemnified party, who shall not unreasonably withhold consent.

9. DURATION AND TERMINATION

9.1. Duration of the contract

These Terms of Use shall remain in effect for as long as the Customer or Authorized Users use the Platform.

9.2. Termination of the contract

Collectiv.TV may terminate this Agreement and stop providing the Software Services immediately if the Customer fails to comply with his obligations under this contract and does not remedy such failure within 10 days of a written notice stating the default.

9.3. End of the contract

The obligations of the parties with respect to intellectual property, limitation of liability and indemnification shall continue to apply notwithstanding the termination of the Agreement.

10. GENERAL PROVISIONS

10.1. Notice

Any notice required or permitted to be given under this Agreement shall be in writing by means of a message delivered in person, in which case the notice shall be deemed to have been received on the day of delivery, or sent by email from the email address of one party to the email address of the other party, in which case it shall be deemed to have been received on the next business day after it is sent. The parties are free to change their e-mail addresses by providing written notice to the other party in accordance with this section.

10.2. Applicable law

This Agreement shall be governed in all respects by, and construed in accordance with, the laws in force in the Province of Quebec, including the laws of Canada applicable therein, including any question as to its validity or enforcement.

10.3. Dispute Resolution

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

10.4. No Waiver

The failure of a party to exercise its rights under this Agreement, or the delay in exercising them, shall not constitute a waiver by that party of any right. Any waiver of a right under this Agreement shall be effective only if made expressly and in writing.

10.5. Modification

Collectiv.TV may make changes to these terms of use. The Customer will be notified in writing of any such change at least 30 days prior to its coming into effect. The Customer's sole remedy in the event of a change to these terms of use is to terminate this agreement in accordance with its terms.

10.6. Independence of provisions

To the extent possible, each provision of this Agreement shall be construed so as to be enforceable and valid under applicable law, but in the event that any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason under applicable law or regulation in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity of the remaining provisions of this Agreement.

10.7. Assignment

The Customer may not assign or otherwise transfer any of its rights and obligation under this Agreement without the prior written consent of Collectiv.TV which shall be at Collectiv.TV's sole discretion.

Collectiv.TV may assign its rights and obligations under these Terms of Use and any other agreement governing Customer’s access to the Software Services in connection with the sale of all or part of its assets.