EULA

MIS.1
Mobile Intelligence Software™

1. INTERPRETATION

1.1. Coming into force

The Effective Date of this Agreement is the date of acceptance of the license by the User.

1.2. Definitions

In this document, the following words and phrases used with a capital letter have the meanings ascribed to them in the text or in this article:

a) “Documentation” means any human-readable documentation that accompanies and configures the elements of the MIS1 Application;

b) “User Data” means any information or data that is uploaded by the user to the MIS1 App or that is generated by the MIS1 App specifically with respect to a user;

c) “Analytics Data ” means data recorded, generated or compiled by Atlante Technologies in connection with users’ use of the MIS1 Application that does not include any User Data or Personal Information;

d) “Fees” means the fees payable by the user in consideration for the License, as set out in the terms of the subscription selected by the user;

e) “Login ID” means a method, including a username and password, that allows a user to access a specific account to enable features of the MIS1 App;

f) “License” means the authorization to install, run and use the MIS1 Application under this Agreement, including all terms, conditions and restrictions set forth in this Agreement and in the subscription selected by the User;

g) “Payment Method” means a payment method for which the user has provided information to Atlante Technologies in order to enable automatic debiting of the Fees;

h) “Personal Information” means information about an identifiable individual.

2. USER ACCOUNT

2.1. Identifier

You must create an account in order to activate your license on the MIS1 Application. Your registration information must be accurate, up-to-date and complete. You must keep your registration up to date so that we can send you notices, statements, and other information by email or through your account. You are responsible for all actions taken through your account or using your login credentials, including orders placed or activated applications (which may result in Fees).

2.2. User Data

The User Data stored on the MIS1 App is stored locally on your device and is encrypted using encryption keys that are not stored on our servers and to which we have no access in any way. This ensures a very high level of confidentiality for User Data, but does not allow your data to be recovered if your password is lost. You are solely responsible for keeping your password, if you forget your password, your User Data will be permanently lost.

Encrypted User Data can only be read with the Application or with other applications published by Atlante Technologies. If you export your User Data to an external medium, you will be able to restore it only through the Application. Upon termination of your license to use the Application, your encrypted User Data will no longer be accessible.

2.3. Purpose of the user account

The purpose of your user account is only to confirm the validity of your license to use the MIS1 Application and to manage user subscriptions and payment of Fees. No User Data passes through our IT systems unless you voluntarily send data to us.

2.4. Analytics data

Atlante Technologies and its affiliates may generate Analytics Data using information derived from the user’s use of the MIS1 Application. Analytics Data is never based on User Data and any information that identifies a particular user is never used other than for the benefit of that user.

Analytics Data collected on an anonymous basis may be used for the following purposes:

a) Improved functionality of the MIS1 Application;
b) Technical assistance and improvement of technical assistance;
c) Security check of the MIS1 Application;
d) Identify trends and create benchmarks (without reference to a specific user).

2.5. Personal Information

2.5.1. Our Responsibility

Atlante Technologies collects only the personal information necessary to provide the services offered by Atlante Technologies. No collection of personal information is carried out without the user’s knowledge and all information collected is disclosed in our Privacy Statement at Atlante Technologies Privacy Center.

2.5.2. Your Responsibility

The user is responsible for complying with the laws and regulations applicable to the processing of personal information in their use of the MIS1 Application. The collection, use and sharing of personal information through the MIS1 Application will always be deemed to be done by the user and not by Atlante Technologies.

3. LICENSE

3.1. Scope of License

Atlante Technologies grants you a non-exclusive, non-transferable, revocable limited license to install and use the MIS1 Application on a device for both your personal and/or commercial use. This license does not give you any ownership rights in the MIS1 App and should not be considered a sale of the MIS1 App. Subject to the license granted herein, Atlante Technologies reserves all rights in the MIS1 Application.
The License is limited to:

a) The features included in the subscription selected by the user, if applicable.
b) By the usage limits imposed by the subscription selected by the user, if any.

3.2. Restrictions on Use

Any illegal or abusive use of the MIS1 Application is prohibited. Except to the extent that a law of public order renders such limitation unenforceable, you are not, in particular, permitted to:

a) copy, modify, reverse engineer, decompile, disassemble or reverse engineer the MIS1 Application;
b) circumvent the technical limitations of the MIS1 Application that only allow you to use it in certain ways;
c) sell, resell or lease access to the MIS1 Application or its features;
d) remove, reduce, block or alter any attribution mark of Atlante Technologies or its suppliers in the MIS1 Application;
e) use the MIS1 App in a manner that is contrary to the law or to create or spread malware;
f) use the MIS1 App for activities where the use or failure or malfunction of the MIS1 App could result in physical damage, death, or personal injury;
g) access the MIS1 Application for the purpose of creating a competing product or service or copying its functionality or user interface;
h) perform benchmarking tests on the MIS1 Application;
i) upload to the MIS1 App any content that violates applicable laws or infringes the intellectual property rights of others;
j) use the encryption features of the MIS1 App to commit an offence or to disguise a breach of applicable laws.

3.3. System requirements

The User shall obtain and maintain in working order computer systems and an Internet connection in accordance with the minimum configuration standards determined by Atlante Technologies from time to time, as applicable.

3.4. Mobile Apps

The download and use of mobile applications provided from time to time by Atlante Technologies is subject to the terms and conditions governing the Apple App Store and the Google Play Store. The User is responsible for compliance with these Terms and its failure to comply with them shall be deemed to constitute a default under this Agreement.

3.5. Updated

The MIS1 App may be updated from time to time and new features may be added to the MIS1 App. Atlante will make such updates and new features available to users in its sole discretion and makes no commitment to the development of future versions of the MIS1 Application. The user acknowledges that his/her subscription is not based on a promise to develop a future feature or on a communication from Atlante Technologies regarding a future feature of the MIS1 Application.

4. LACK OF TECHNICAL ASSISTANCE

Atlante Technologies has no obligation to provide support, updates or training for the MIS1 Application. We may offer technical support from time to time in our sole discretion. There is no guarantee that any such technical assistance will be maintained.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. No Assignment

The user acknowledges that no transfer of intellectual property is made by this contract and that he may not claim any intellectual property rights on the MIS1 Application or the Documentation. Atlante Technologies reserves all rights with respect to the MIS1 Application and all of its components and the Documentation.

5.2. User-Generated Content

Atlante Technologies does not claim any intellectual property rights in the User Data and in the content generated or created by the user using the features of the MIS1 Application. As far as Atlante Technologies and the user are concerned, the user is the owner of all intellectual property rights in this content.

5.3. Suggestions

If a user communicates with Atlante Technologies regarding improvements and changes to the MIS1 Application (” Suggestions”), the user acknowledges that: (i) Atlante Technologies has no obligation of confidentiality, express or implied, with respect to the Suggestions; (ii) Atlante Technologies is entitled to use or disclose (or choose not to use or disclose) the Suggestions for any purpose, in any manner, in any medium, anywhere in the world; (iii) Atlante Technologies may have already considered or be in development for the same or similar items as those mentioned in the Suggestions; and (iv) no compensation or compensation will be paid by Atlante Technologies in consideration for the Suggestions.

5.4. Trademarks

The License does not grant you any right to use or exploit any trademarks exploited by Atlante.

6. FEES & BILLING

6.1. Fees

In consideration of the License, the user agrees to pay Atlante Technologies the Fees provided for in the selected package. If the user changes their subscription during a billing period and the applicable Fees for the new subscription are higher, the difference will be applied to the next payment, prorated to the number of days remaining in the billing period. If the Fees applicable to the new subscription are lower, no refund will be given to the user. No refunds will be given if the user cancels a subscription during a billing period.

6.2. Subscription Control

The user is solely responsible for any Fees incurred by the subscriptions selected through the MIS1 Application Administration Console. If you have any questions about the Fees for a particular subscription, please contact us.

6.3. Usage-based fees

If the user chooses to purchase a subscription with a usage-based Fee, the user agrees to be responsible for all Fees incurred as a result of any usage made from the user’s account.

6.4. Taxes

Fees do not include applicable taxes, including but not limited to sales taxes, value-added taxes, goods and services taxes, special taxes, harmonized taxes.

The user is responsible for all applicable taxes arising out of or resulting from his/her subscription to the MIS1 Application, except for taxes levied on the income of Atlante Technologies and its affiliates. To the extent Atlante Technologies charges these taxes, they are calculated using the applicable tax rates based on the billing address provided by the user. These amounts are in addition to the Fees and will be charged to the user’s Payment Method. If the user is exempt from paying taxes, he/she must provide proof of such exemption. Any tax exemption will apply only from the date Atlante Technologies is satisfied with satisfactory proof of the exemption, in its sole discretion. If Atlante Technologies does not charge taxes, the user is responsible for determining whether taxes are payable, and if so, for remitting the applicable taxes to the appropriate tax authorities in its jurisdiction.

6.5. Pre-Authorized Payments

If the user has purchased a license and provided a Payment Method to Atlante for recurring charges, the user may choose to cancel their subscription via the Admin console at least 5 days prior to the next billing date.

Where the user has provided Atlante Technologies with information regarding a Payment Method, the user authorizes Atlante Technologies to charge that Payment Method in accordance with these terms for the applicable Fees based on the subscription selected by the user. The Payment Method will be charged automatically at the beginning of each billing period and an invoice will be issued in the user’s name.

To the extent that the applicable Fees vary depending on the terms of the subscription selected by the user, the user expressly waives the right to receive a notice indicating the amount to be charged to the user’s Payment Method before a payment is debited.

6.6. Suspension of services

If the Payment Method cannot be charged for any reason, Atlante Technologies will send written notice to the user and may suspend the License 10 days after such notice is sent if the user fails to pay the Fees due in full.

6.7. Interest

Any amount payable to Atlante Technologies and not paid 30 days after maturity shall bear interest at an annual rate of 18%, compounded monthly.

7. TERM AND TERMINATION

7.1. Duration of the contract

The License is for an indefinite period. It shall remain in effect until terminated by either party.

Some subscriptions giving access to certain features are for a fixed term, these remain in force for the agreed term. To the extent permitted by applicable law, the user waives any right to terminate a subscription before the expiry date, including the rights provided for in Articles 2125 to 2129 of the Civil Code.

7.2. Termination of the contract

Either party may terminate this Agreement and the License immediately, if the other party fails to perform its obligations under this Agreement and fails to cure its default within 10 days of written notice.

7.3. Survival of certain obligations

The parties’ obligations with respect to intellectual property, confidentiality, indemnification and Fees owed to Atlante Technologies shall continue to apply notwithstanding the termination of the Agreement.

8. EXCLUSIONS OF LIABILITY AND DISCLAIMERS

Not applicable to consumers in jurisdictions that prohibit it.

Your use of the MIS1 App is entirely at your own risk. The MIS1 Application is provided by Atlante Technologies “as is” and without warranty of any kind, either express or implied. In particular, Atlante Technologies makes no warranty (a) that the MIS1 Application will be secure, error-free, accurate and complete, (b) regarding the results that the user may obtain from the use of the MIS1 Application.

All implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, non-infringement, and freedom from computer viruses or other harmful code.

9. LIMITATION OF LIABILITY

Not applicable to consumers in jurisdictions that prohibit it.

Subject to any limitations of public policy provided by law which cannot be waived by contract, Atlante Technologies shall not be liable for any indirect or consequential damages, including punitive, incidental or special damages, arising out of the user’s use of the MIS1 Application or the user’s inability to , whether such liability is based on contract, fault, tort, negligence, strict liability or any other legal theory, even if Atlante Technologies has been advised of the possibility of damages that may be caused to the user by the use of the MIS1 Application or by any interruption or suspension of the functionality of the MIS1 Application.

Without limiting the generality of the foregoing, the parties exclude, among other things, Atlante Technologies’ liability for damages for loss or corruption of data, loss of profits or business opportunities, failure to realize anticipated savings, cost of substitute goods and services, and legal fees and expenses.

Subject to public policy limitations provided for by law which cannot be waived by contract, Atlante Technologies’ liability under this contract shall be limited to an amount corresponding to the Fees paid by the user during the 12 months preceding the occurrence giving rise to liability.

10. COMPENSATION

10.1. By the user

User agrees to indemnify and hold harmless Atlante Technologies, as well as its directors, officers, employees, shareholders, consultants and affiliates (collectively, the “Atlante Technologies Indemnitees”), and to indemnify and hold harmless Atlante Technologies, and any third party claim brought against any of the Atlante Technologies Indemnitees (including, but not limited to, all costs, losses, liabilities, fines, convictions, costs, interest, penalties or expenses, whether direct or indirect, including disbursements and reasonable fees of their legal counsel that they may suffer or be compelled to pay) arising from:

a) use of the MIS1 Application by the user or an Authorized User in violation of this license;
b) the user’s violation of any applicable law or regulation;
c) unauthorized processing of personal information by the user through the MIS1 Application;
d) gross negligence or intentional act on the part of a member of the user’s staff;

10.2. By Atlante Technologies

If the user is sued by a third party who alleges that the Application infringes intellectual property rights that are applicable in Canada or in a jurisdiction where Atlante Technologies actively promotes the Application, Atlante Technologies agrees to indemnify the user and assume its defense against such action, unless the alleged infringement arises from a situation that is not under the control of Atlante Technologies, e.g., a modified version of the Application, use in contravention of the terms of the Agreement, or use of the Application with a product not approved by Atlante Technologies)

10.3. Preventive measures

If Atlante Technologies discovers or reasonably suspects that the MIS1 Application may infringe the intellectual property rights of a third party, Atlante Technologies may, at its option: (a) acquire the right to continue to provide the MIS1 Application to the user, (b) replace any material that could potentially infringe such rights with another functionally equivalent material, or (c) terminate this license and reimburse the user for the fees paid to the user. advance payment for the use of the MIS1 Application.

10.4. Conditions

To take advantage of the provisions of this section, a party seeking indemnification shall promptly notify the party entitled to indemnify the party in writing and no later than ten (10) days after a claim becomes known to the party or reasonably should have known of the claim. The indemnifying party will then be free to conduct the defense of the indemnified party and to engage legal counsel reasonably acceptable to all parties, but may not enter into a settlement or make any admission of liability without the consent of the indemnified party, who may not refuse without good cause.

11. APPLICABLE LEGISLATION

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 all questions relating to its validity or performance.
In some jurisdictions, consumer contracts cannot be governed by foreign law. If you are a consumer and the laws of your jurisdiction require that this Agreement be governed by local laws, those laws apply to this Agreement, but only to the extent required.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between you and Atlante Technologies with respect to your use of the MIS1 Application and supersedes any prior or contemporaneous agreements. Our present and/or future affiliates may invoke our rights under this Agreement. This Agreement does not inure to the benefit of any other person.

13. DISPUTE RESOLUTION

13.1. Let’s try to sort things out first.

We want to address your concerns without the need for a formal legal case. Before filing a claim against Atlante Technologies, you agree to try to resolve the dispute informally by sending us a written notice of dispute at dispute-notice@atlante.technology stating your name, a detailed description of the dispute, and the nature of your claim. We will attempt to resolve the dispute informally by contacting you by email. If a dispute is not resolved within 60 days of its submission, either you or Atlante Technologies may initiate formal proceedings.

13.2. Jurisdiction

Subject to Section 14, the parties agree to select the judicial district of Montreal, province of Quebec, to the exclusion of any other judicial district that may have jurisdiction, as the appropriate venue for the institution and hearing of any legal proceedings relating to this Agreement and any dispute relating to the use of the MIS1 Application by the user.

Not with standing the preceding paragraph, either party may file an injunctive or urgent application for an order in any jurisdiction of competent jurisdiction.

13.3. Public policy provisions

In some jurisdictions, certain provisions of this Section 13 may be inapplicable by law and regulation, including if you are using the MIS1 App for personal use as a consumer. Provisions that do not apply as a result of such laws or regulations shall be construed so as to apply where possible and the Agreement shall otherwise be construed without applying the unenforceable provisions, but the remaining provisions shall continue to apply. If any portion of a dispute or dispute cannot be dealt with in accordance with the terms of the Agreement, the remaining elements of such dispute or dispute shall be dealt with in accordance with the terms of the Agreement.

14. MANDATORY ARBITRATION PROVISIONS

EXCEPT WHERE PROHIBITED BY THE LAW OF YOUR JURISDICTION OF RESIDENCE, YOU ALSO AGREE TO THE FOLLOWING ALTERNATIVE DISPUTE RESOLUTION PROVISIONS:

14.1. Binding Arbitration

Any dispute arising out of or relating to this Agreement, including, but not limited to, its formation, existence, validity, effects, interpretation, performance, breach, resolution or termination, shall be settled by arbitration in accordance with the International Arbitration Rules of the Canadian Commercial Arbitration Centre.
The following terms and conditions apply:

a) The number of arbitrators is set at (1);
b) The seat of arbitration shall be in Montreal, Quebec, Canada;
c) The languages of the proceedings are English and French;
d) The parties must follow the arbitration procedure established according to: International Arbitration (ccac-adr.org)

14.2. Class Actions

PROHIBITION FROM PARTICIPATING IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS FOR USERS.

You and Atlante Technologies acknowledge that each may bring a dispute against the other party only on its own behalf, and not on behalf of any other person, entity or class of persons. You agree to resolve any dispute with us only on an individual basis and waive the right to file a claim as a plaintiff or class member in any class action, class action, or similar proceeding.

14.3. Opting Out of the Arbitration Agreement

You may opt-out of this agreement to arbitrate by clicking here and submitting the opt-out Application to withdraw the arbitration agreement form within 30 days of your initial account registration or acceptance of this Agreement. However, if you agreed to a previous version of this Agreement that allowed you to opt out of arbitration, your previous choice to opt out or not to opt out remains binding.

14.4. Exceptions to the Agreement to Arbitrate

Notwithstanding mandatory arbitration, either party may bring a lawsuit solely to obtain injunctive relief to stop the unauthorized or abusive use of the Services, or infringement of intellectual property (e.g., trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above. If it is determined that the agreement to arbitrate does not apply to you or your claim, you consent to the exclusive jurisdiction of the courts referred to in paragraph 13.2.

15. EXPORT

You must comply with all applicable laws of Canada in your jurisdiction relating to export controls and trade sanctions (“Export Laws”). You shall not, directly or indirectly, export, re-export, provide, or otherwise transfer the MIS1 App: (a) to any individual, entity, territory, or country prohibited by the Export Laws; (b) to anyone on the Government of Canada or your jurisdiction’s lists of unauthorized parties; or (c) for any use prohibited by the Export Laws, including nuclear, chemical or biological weapons, or for applications involving missile technology, without the required government authorizations. You agree not to use or download the MIS1 App if you are located in a restricted country or territory, if you are currently listed as unauthorized parties in Canada or the United States, or for any purpose prohibited by Export Laws, and you will not otherwise mask your location using an IP proxy server or other methods.