Terms of use

Last updated: September, 2024

1- Context

About us

We are Solutions B-CITI Inc. (“B-CITI”, “we”, “our” or “us”), a company that develops and markets the B-CITI Platform (defined below) and other B-CITI Solution (defined below) which helps cities and municipalities improve the daily lives of citizens. The B-CITI Platform and other B-CITI Solution allow access to civic and urban services offered by its Clients (defined below) and its Partners (defined below), as well as communication with them or other Users (defined below) of our B-CITI Solution.

If you have any questions regarding this agreement, our services, our applications, or our B-CITI Platform, please communicate with us:

• Via email: privatelife@bciti.com
  

About Conditions of Usage.

The following terms of use (“Terms of Use”, together with any annexures, any attachments, exhibits, and/or amendments hereto, as amended from time to time, collectively the “Agreement”), govern your access to and use of: (a) our website including any content, functionality, offered on or through https://www.bciti.com/ (the “Website”); (b) B-CITI Platform; (c) the Application, (d) any text, pictures, media, data, text, information and other materials or content (collectively, the “Content”) contained on or provided through (a), (b) and (c); and (e) all other Content, products or services provided by us to you through the Website, Application and B-CITI Platform (collectively, the “B‑CITI Solution”)

These Terms of Use form an agreement between B-CITI and you. The term “you”, “your” or “User” refers to the person or entity browsing, installing, downloading, accessing or otherwise using the Services (“use” or “using” in these Terms of Use will mean any of the foregoing).

You understand that you are permitted to use the B-CITI Solution because you are a Permitted User of Client. Client has separately entered into an agreement with us (the “Client Agreement”) that permits Client and its Permitted Users to access and use the B-CITI Platform and other B-CITI Solution. Capitalized terms not defined herein have the meaning in the Client Agreement. The Client Agreement contains our commitment to deliver the B-CITI Platform via the Application to Client and to Client’s Permitted Users like you. These Terms of Use are entered into by you and us regardless of whether the B-CITI Platform or the Application from which you access the B-CITI Platform displays the branding of B-CITI or a third party (including the applicable Client). These Terms of Use relate to the Application and B-CITI Solution only and do not alter in any way the terms or conditions of any agreement that you may have entered into with Client.

BY USING THE B-CITI SOLUTION IN ANY WAY OR BY CLICKING TO ACCEPT THESE TERMS OF USE, YOU:

1. REPRESENT AND WARRANT THAT:
2. YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION; AND
3. YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS; AND
4. AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 10.

IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MUST NOT ACCESS OR USE THE B-CITI SOLUTION.

PLEASE NOTE THAT THESE TERMS OF USE CONTAIN PROVISIONS THAT GOVERN CLAIMS BETWEEN B-CITI AND YOU. PLEASE SEE SECTION 8 (DISCLAIMERS; LIMITATION OF LIABILITY) AND SECTION 9 (INDEMNIFICATION) FOR MORE DETAILS.

2- Definitions

Capitalized terms used in this Agreement have the meaning ascribed to them in the preamble, main body hereof or in this Section 2 as follows:

• “Agreement” has the meaning in Section 1.2.
• “Anonymous Service Data” has the meaning in Section 5.2.
• “Apple” has the meaning in Annex A annexed hereto.
• “Application” means the bciti+ Application for Android or bciti+ Application for iOS.
• “bciti+ Application for Android” has the meaning in Annex A annexed hereto.
• “bciti+ Application for iOS” has the meaning in Annex A annexed hereto.
• “B-CITI Parties” has the meaning in Section 8.2.
• “B-CITI Platform” means the services through: (i) which B-CITI hosts and makes available the B-CITI Software; and (ii) any component or Modification of the services referred to in (i).
• “B-CITI Software” means all software used by B-CITI to provide the B-CITI Platform, and any updates provided as part of the B-CITI Platform.
• “B-CITI Solution” has the meaning in Section 1.2(e).
• “Client” has the meaning in our Client Agreement and refers to an entity that pays for the B-CITI Platform to improve services to citizens (e.g., City, Municipality, University, etc.).
• “Client Agreement” has the meaning in Section 1.2.
• “Content” has the meaning in Section 1.2(d).
• “Connectivity Partner” refers to an entity that provides a business system (such as recreation management system, library management, permit management, etc.) managed by Client and connected to the Application via an API or other modes of connection.
• “Documentation” means the technical and functional documentation prepared for the B-CITI Platform, and made available by B-CITI.
• “Feedback” has the meaning in Section 5.3.
• “Google” has the meaning in Annex A annexed hereto.
• “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations.
• “Partners” refers to any and all Connectivity Partners.
• “Privacy Policy” has the meaning in Section 4.6.
• “Services” means B-CITI Platform and the Application, collectively, and any part of them.
• “Software” has the meaning in Section 6.1.1.
• “Term” has the meaning in Section 7.1.
• “Terms of Use” has the meaning in Section 1.2.
• “User” has the meaning in Section 1.2.
• “User Data” has the meaning in Section 5.2.
• “Website” has the meaning in Section 1.2(a).

3- Access and Usage of the B-CITI Platform and Application

• Right of use the B-CITI Platform. Subject to the terms of the Agreement, during the Term, B-CITI grants you a limited, non-exclusive, non sublicensable, and non-transferable right, in accordance with the Documentation, to access and use the B-CITI Platform via the Application. We do not sell the Application or the intellectual property it contains. Instead, you are licensed to access the Application or download a single copy of the Application onto each of your devices for your own internal use. If the B-CITI Platform is provided to you through the bciti+ Application for iOS, the terms and conditions set out in Annex A will govern, in addition to all the other terms and conditions of this Agreement. If the B-CITI Platform is provided to User through the bciti+ Application for Android, the terms and conditions set out in Annex A will govern, in addition to all the other terms and conditions of this Agreement.
• Suspension of Access. We reserve the right to change the B-CITI Solution at any time, without notice. We may, at our discretion, suspend your access to or use of the B-CITI Solution or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Use; or (iii) to address any emergency security concerns. We will not be liable if, for any reason, all or any part of the B-CITI Solution is restricted to users or unavailable at any time or for any period.
• Rights Related to the Application. Your right to use the Application, in accordance with the limited license in Section 3.1, does not include the right to directly access the software, databases, algorithms, or data that power the B-CITI Platform and the Application, nor the right to review or obtain a copy of the Application’s source code or its architecture.
• Electronic Communications.
  • When you use or view the B-CITI Solution or send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We may communicate with you by e-mail, telephone, push notification or by posting notices on the B-CITI Platform and Application. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
  • If you elect to receive text messages from us, you acknowledge that any charges, fees or costs associated with data and message rates invoiced by your wireless carrier are your sole responsibility. By creating an account to access the B-CITI Solution, you acknowledge and agree that B-CITI will send you service-related e-mails relating to your account, including service updates. These communications can be managed through user features made available through the B-CITI Solution from time to time. Your consent to receive communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. You may withdraw your consent to receive communications electronically by contacting us in the manner described below. If you withdraw your consent (excluding consent to receive marketing communications), from that time forward, you must stop using the B-CITI Solution. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all communications without interruption.
  • If you are a member of our mailing list you will also receive email communications from us regarding our products, services, promotions and initiatives. If you do not wish to receive these communications, you can unsubscribe from such promotional e-mails at any time by clicking on the unsubscribe link in any of our e-mail communications.
  • You are solely responsible for providing B-CITI with accurate contact information for the purposes of any electronic communications between us and you, including your mobile device number and email address. Please keep us informed of any changes in your mobile device number, email, or mailing address so that you continue to receive all communications without interruption.
• Your Responsibilities.
  • You must not make any representations, warranties, or other statements that are inconsistent with these Terms of Use.
  • You agree to:
    • use reasonable efforts to prevent unauthorized access to or use of the B-CITI Solution;
    • keep your user identifications and all other login information confidential;
    • not register for more than one account, register for an account on behalf of an individual other than yourself without such individual’s authorization;
    • monitor and control all activity conducted through your account in connection with the B-CITI Solution;
    • keep your email address and, where applicable, your contact details associated with your account current and accurate;
    • promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of a user identification or account;
    • not use anyone else’s user identification at any time, without the permission of the user identification holder; and
    • comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, and privacy laws.
  • No Unlawful or Prohibited Use.

3.6.1       You will not use the B-CITI Solution in violation of these Terms of Use or of any applicable law. You will not, without our prior written permission, use the B-CITI Solution for any purpose other than to access and use the B-CITI Solution. Without limiting the generality of the foregoing, you will not (and will not attempt to) directly or indirectly:

• disable, overly burden, impair, or otherwise interfere with servers or networks connected to the B-CITI Solution (e.g., a denial-of-service attack);
• attempt to gain unauthorized access to the B-CITI Solution, or bypass any measures we may use to prevent or restrict access to the B-CITI Solution;
• send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the B-CITI Solution any data, information, pictures, videos, audio or other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) is false, inaccurate, intentionally misleading, or impersonates any other person; (iv) gives the impression that it originates from or is endorsed by us or any other person or entity, if that is not the case; (v) is defamatory, bullying, harassing, abusive, threatening, vulgar, exploitative, obscene, harmful, sexually explicit, inflammatory, offensive or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual, or is otherwise objectionable, such determination to be made in B-CITI’s sole discretion; (vi) is harmful to minors in any way or targeted at minors; (vii) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); (viii) violates, or encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability; or (ix) contains information about an identifiable individual;
• use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the B-CITI Solution or any part thereof or otherwise attempt to discover any source code; use the B-CITI Solution for the purpose of building a similar or competitive product or service;
• in any manner violate the terms of use of any third-party website that is linked to the B-CITI Solution;
• impersonate or attempt to impersonate B-CITI, a B-CITI employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);
• encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the B-CITI Solution, or which, as determined by us, may harm B-CITI or users of the B-CITI Solution or expose them to liability;
• promote any illegal activity or advocate, promote, or assist any unlawful act;
• publish, market, advertise or in any way distribute the Content;
• access or use the B-CITI Solution for the purpose of building a similar or competitive product or service;
• copy or store any significant portion of the Content;
• share, transfer or otherwise provide access to an account designated for you to another person;
• mirror or frame the Website or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages; or
• authorize, permit, enable, induce or encourage any third party to do any of the above.

4- Usage and Prohibited Activities

• Compliance with laws. When you install the Application and use the B-CITI Platform, you must comply with all applicable laws and regulations. Without limiting the generality of the foregoing, the B-CITI Platform and the Application are available on mobile devices. You must not use them in a way that could distract you and prevent you from complying with applicable laws.
• Compliance with Partner terms. The B-CITI Platform and the Application allow you to facilitate and improve your interactions with Partners. The products or services of the Partners may be governed by specific additional terms between you, and Client or its Partner. If you do not agree to abide by the applicable terms for any such services, then you should not install, access, or use such services or products. Any acquisition by Client of services or products and any exchange of data between you and any such provider of services or products is solely between you and the applicable services or products provider. B-CITI does not warrant or support services or products, even if they are designated by B-CITI as “certified” or otherwise recommended. B-CITI is not responsible for any disclosure, modification or deletion of User Data resulting from access to User Data by such services or products or their providers.
• Account. To access the B-CITI Platform and the Application, you must create a user account. To protect your account, you must keep your password confidential. You are responsible for the activity that occurs in your account or through it. You accept full responsibility for all damages that may result from your use of the B-CITI Platform and the Application or that of a third party using your name or through your account. You agree: (i) to notify us immediately of any unauthorized use of your password or account; and (ii) to log out of your account at the end of each session.
• Access to Clients. Creating an account allows you to choose which Clients you wish to interact with, and to access all the services and communications that these Clients have chosen to provide or transmit to you. Creating an account also allows you to sign up for services offered by Partners. The services offered by the Partners are specific to each Client and may include, for example, online appointment booking, a permit application, the payment of a parking space, or the provision of a digital card allowing access to all the services of the Partner with whom you have registered or the management of your subscriptions to these services.
• Specialized Services. Subject to Section 4.2, after creating your account, Partners may occasionally ask you to provide additional information in order to give you access to specific services such as an online payment platform or the purchase of a prepaid parking bank.
• Privacy Policy. B-CITI collects and uses personal information primarily on behalf of and in the course of providing the Application and related B-CITI Solution to our Clients. Subject to certain exceptions described in our privacy policy found at https://www.bciti.com/en/privacy-policy, as updated by us from time to time as provided therein (“Privacy Policy”), our Clients have overall responsibility for managing and protecting the personal information you provide when using the B-CITI Solution. In other words, when we process your personal information through a Client’s instance of the B-CITI Solution, we are almost always acting as a service provider to our Client, and our Client is directly accountable to you. For more information about the privacy practices of our Client whose B-CITI Solution instance you are using (their logo will be visible in the platform), please see Client’s privacy policy. In certain limited contexts, we may collect personal information on our own behalf as further described in the Privacy Policy.
• You acknowledge that while using the B-CITI Solution, you may come into contact with our confidential information, and you agree to protect and keep confidential such confidential information and disclose it only as necessary to comply with these Terms of Use or with any applicable laws compelling disclosure. You agree that upon expiration or termination of these Terms of Use, you will destroy, return or delete any such confidential information in your possession.
  
  

5- Malicious Code and Security; User Data

• Malicious Code and Security. The downloading and viewing of Content on the B-CITI Solution is done at your own risk. We do not guarantee or warrant that the B-CITI Solution is compatible with your computer system or mobile device or that the B-CITI Solution, or any links from the B-CITI Solution, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system and/or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system and/or mobile device that may be necessary as a result of your use of the B-CITI Solution.
• User Data. Except as expressly set forth in these Terms of Use, nothing in these Terms of Use assigns or grants to B-CITI any right, title or interest, including any intellectual property rights, in and to, information, records, files, data, text, software, music, sound, photographs, graphics, video, or other materials, whether publicly posted or privately transmitted to the B-CITI Solution or by Permitted Users, that you load, transmit to or enter into, or that we otherwise collect from your access to or use of, the B-CITI Solution (collectively, the “User Data”). Notwithstanding the foregoing, if you are using the B-CITI Solution under an organization account, your organization may be the owner of your User Data. You are responsible for obtaining all necessary consents to upload User Data, including any third-party content or personal information, to the B-CITI Solution. B-CITI does not control or actively monitor user content and, as such, does not guarantee the accuracy, integrity, suitability or quality of such content. You acknowledge that by using the B-CITI Solution, you may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will B-CITI be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials, or for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the B-CITI Solution. You are responsible for maintaining, protecting, and making backups of all User Data. To the extent permitted by applicable law, B-CITI will not be liable for any failure to store, or for loss or corruption of any User Data.

You grant to us and our affiliates, licensors and service providers, and each of our respective licensees, licensors, successors and assigns, an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, fully paid-up, transferable and sublicensable licence to access, collect, use, process, store, disclose, transmit, copy, modify and display User Data to: (i) develop, enhance, improve and make available the B-CITI Solution and for troubleshooting and reporting; (ii) develop, enhance, improve and make available B-CITI’s other products and services; (iii) produce, generate or create aggregated or anonymized statistical analytics regarding the B-CITI Solution and Permitted User parameters and characteristics (such data, information and materials, the “Anonymous Service Data”). Anonymous Service Data is not User Data and is not your personal information. B-CITI shall own all right, title and interest in and to the Anonymous Service Data, including all intellectual property rights in the Anonymous Service Data. We and our licensors, successors and assigns are free to create, use and disclose Anonymous Service Data during and after the Term for any purpose and without obligations of any kind to you, other Permitted Users, Client or any other person.

• You agree that any suggestion or idea provided by you (such suggestions or ideas, “Feedback”) will not be treated as confidential, and nothing in these Terms of Use will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you and without any obligation to you. You grant to us and our licensees, successors, and assigns, a fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, translate, distribute, publicly perform, publicly display, import, sell, offer for sale, make, have made, derive revenue or other remuneration from, and otherwise exploit and disclose to third parties the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the B-CITI Platform or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise. You will not have any claim, including, without limitation, claims based upon invasion of privacy, defamation or right of publicity, arising out of any use, alteration, blurring, distortion or use in composite form of any Feedback. Except as prohibited by law, you hereby waive, and you agree to waive, any moral and author’s rights (including attribution and integrity) that you may have in any Feedback, even if it is altered or changed in a manner not agreeable to you.

6- Intellectual Property; Third Party Content, Websites or Services

• Intellectual Property.
  • Neither these Terms of Use nor your use of the B-CITI Solution grants you ownership in the B-CITI Solution or the Content you access through the B-CITI Solution. These Terms of Use do not grant you any right to use B-CITI ’s trademarks or other brand elements. All right, title and interest, including intellectual property rights, in the B-CITI Solution, the source code in the software we use to provide the B-CITI Solution (the “Software”), and all other materials provided by us hereunder, and any updates, adaptation, translation, customization or derivative works thereof, will remain the sole property of B-CITI or our third-party suppliers, if applicable.
  • The Software and all other materials provided by us hereunder, including Content we make available through or in the B-CITI Solution, are protected by copyright in Canada, the United States and elsewhere in the world pursuant to the Berne Convention. You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling any of the B-CITI Solution, the Software or other materials provided by us hereunder, or sharing or granting access in any of the foregoing to any third party for any purpose. You agree not to adjust or to try to circumvent or delete any copyright, trademark, or other intellectual property notices contained on the B-CITI Solution or in the Content and in particular, in any digital rights or other security technology embedded or contained within any Content. You agree not to remove any watermarks, labels or other legal or proprietary notices included in the B-CITI Solution or the Content.
  • Any use of third-party software provided in connection with the B-CITI Solution will be governed by such third parties’ licenses and not by these Terms of Use.
  • The B-CITI Solution and all materials provided by us hereunder are made available or licensed and are not “sold” to you.
  • Any trademarks, logos, product and service names, designs, images and slogans appearing in or on the B-CITI Solution are the exclusive property of B-CITI (or its third-party suppliers) and may not be used in any manner without our express written consent.
  • All rights not expressly granted to you in these Terms of Use are reserved by B-CITI.
  • Subject to these Terms of Use, we grant you a worldwide, non-exclusive, non-transferable, non-sublicensable and revocable licence during the Term to use the B-CITI Solution, including to download and display local Content solely in connection with using the B-CITI Solution, in accordance with these Terms of Use.
• Third Party Content, Websites or Services.
  • The B-CITI Solution may provide or publish links or access to third party content, websites, or services. Likewise, we may allow you to access the B-CITI Solution from third party systems. B-CITI does not represent that it has reviewed such third-party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with such third-party content, websites, or services are the property of their respective owners. B-CITI does not endorse any third-party content, websites, services, or systems, or guarantee or warrant their quality, durability, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems are not under B-CITI ’s control, and if you choose to access any such content, websites, or services, or to access the B-CITI Solution from such systems, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of use applicable to third party content, websites, services, or systems and agree to accept and comply with any such terms of use.
  • Your interactions with organizations and/or individuals found on or through the B-CITI Solution, including payment and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You agree that to the fullest extent permitted by applicable law, B-CITI is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

7- Term and Termination

• Term. These Terms of Use will commence on the day you first use any portion of the B-CITI Solution and will remain in effect as long as you have access to the B-CITI Solution as determined by the Client Agreement, unless such access is earlier terminated by either party in accordance with the provisions of these Terms of Use or if the Client Agreement is terminated (the “Term”).
• Termination. We may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the B-CITI Solution. You may terminate these Terms of Use at any time and with immediate effect by requesting by email that your user id be deleted, or by deleting your account, ceasing use of the B-CITI Solution and uninstalling and deleting the Application. For greater certainty, if you continue to use any portion of the B-CITI Solution that is publicly available after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use.
• The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 5.2, 5.3, 6, 8, 9, 10, 11 and this section 7.3.

8- Disclaimers; Limitation of Liability

• THE LAWS OF CERTAIN JURISDICTIONS, WHICH MAY INCLUDE QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF USE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR CONDITION, THE SCOPE AND DURATION OF SUCH WARRANTY OR CONDITION WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE B-CITI SOLUTION AND ANY B-CITI PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. B-CITI DOES NOT WARRANT THAT THE B-CITI SOLUTION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE B-CITI SOLUTION. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED OR AS OTHERWISE REQUIRED BY LAW, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE B-CITI SOLUTION AND PRODUCTS AND SERVICES WHETHER EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, B-CITI EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE B-CITI SOLUTION (OR ANY PART OF THEM), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER. B-CITI WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE, THE B-CITI SLEEP APP OR THE CONTENT OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON ANY WEBSITE LINKED TO THEM.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY COMMUNICATIONS AND ANY THIRD-PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE B-CITI SOLUTION.

IF YOU ARE A CONSUMER RESIDING IN QUÉBEC, THE FOREGOING DOES NOT LIBERATE US FROM THE CONSEQUENCES OF OUR OWN ACTS OR THOSE OF OUR REPRESENTATIVES.

• TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, LICENSEES AND SERVICE PROVIDERS AND ANY SUCCESSORS AND ASSIGNS OF THE FOREGOING (COLLECTIVELY WITH B-CITI, THE “B-CITI PARTIES”) BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; (VI) PERSONAL OR PROPERTY DAMAGE; OR (VII) OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE B-CITI SOLUTION OR THE INABILITY TO MAKE USE OF THE B-CITI SOLUTION, OR THESE TERMS OF USE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE B-CITI SOLUTION, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE B-CITI SOLUTION.
• TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE B-CITI SOLUTION, EXCEED THE AMOUNT YOU PAID FOR THE B-CITI SOLUTION IN THE SIX MONTHS IMMEDIATELY PRECEDING THE CLAIM, IF ANY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
• Without limiting the foregoing, under no circumstances will any of the B-CITI Parties be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our or their reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, pandemics, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
• If you are a consumer residing in Québec, the foregoing does not liberate us from the consequences of our own acts or those of our representatives.

9- Indemnification

• You will defend, indemnify and hold harmless the B-CITI Parties from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:
  • your User Data;
  • your use of the B-CITI Solution or any services offered by B-CITI (except to the extent prohibited by law);
  • your breach of any provision of these Terms of Use or any documents referenced herein;
  • your violation of any law or the rights of a third party (including intellectual property rights); or
  • any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you into the B-CITI Solution.
• B-CITI reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defences. You agree that the provisions in this section will survive any termination of your account, the Terms of Use or your access to the B-CITI Solution.

10- Changes to these Terms of Use

• Except where prohibited by applicable law, we reserve the right, in our sole discretion, to change any element of these Terms of Use at any time. When we change these Terms of Use, we will: (i) place a notice on the Website and may send you an email or notify you by some other means as required by applicable law; (ii) post a new version to the Website; and (iii) update the “Last Updated” date at the top of these Terms of Use. We may require you to provide consent to the updated Terms of Use in a specified manner before further use of the B-CITI Solution is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you will stop using the B-CITI Solution. Otherwise, your continued access to or use of the B-CITI Solution after any changes to these Terms of Use indicates your acceptance of such changes.

11- General Provisions

• Choice of Law. Except as restricted by applicable law, these Terms of Use will be governed by B-CITI Solution the laws of the province of Quebec, Canada, and the laws of Canada applicable therein without giving effect to any principles of conflicts of law and such laws apply to your access to or use of the B-CITI Solution, notwithstanding your domicile, residency or physical location. You will only use the B-CITI Solution in jurisdictions where the B-CITI Solution may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Montreal, Quebec in all disputes arising out of or relating to the use of the B-CITI Solution. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
• Entire Agreement and Interpretation. These Terms of Use and all documents incorporated by reference herein constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the B-CITI Solution, products, and any services offered by B-CITI. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation”. The headings of sections of these Terms of Use are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of us in these Terms of Use, mean our right to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain our decision to you.
• Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
• If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.
• You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section will be null and void. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

 

 

Annex A

“Access Through bciti+ Application for iOS and bciti+ Application for Android”

1- Access Through bciti+ Application for iOS.

• If User accesses or uses the B-CITI Platform through the application B-CITI or its affiliates made available for download from the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) application store (the “bciti+ Application for iOS”) the following terms and conditions apply to User in addition to all the other terms and conditions of this Agreement in respect of User’s access to or use of the B-CITI Platform through the bciti+ Application for iOS:
  • the parties acknowledge this Agreement is concluded between the parties, and not with Apple and Apple is not responsible for the B-CITI Platform and content thereof is governed by this Agreement;
  • notwithstanding anything to the contrary hereunder, User may use the bciti+ Application for iOS only on an Apple device;
  • the parties acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the B-CITI Platform (including the bciti+ Application for iOS);
  • in the event of any failure of the bciti+ Application for iOS to conform to any applicable warranty, User may notify Apple, and Apple will refund the purchase price for the bciti+ Application for iOS (if any) to User. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the B-CITI Platform (including the bciti+ Application for iOS), and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by this Agreement.
  • any claim in connection with the B-CITI Platform related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by this Agreement, and Apple is not responsible for such claim.
  • any third-party claim that the B-CITI Platform or User’s possession and use of the bciti+ Application for iOS infringes that third party’s intellectual property rights will be governed by this Agreement, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim;
  • User represents and warrants that User is not: (i) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; or (ii) listed on any U.S. Government list of prohibited or restricted parties;
  • User may contact B-CITI in writing regarding any notices, questions, complaints or claims with respect to the B-CITI Platform (including bciti+ Application for iOS) through the contact information made available on the following webpage: https://www.bciti.com/en/contact-us and
  • Apple is a third-party beneficiary to this Agreement and may enforce this Agreement against User.

2- Access Through bciti+ Application for Android

• If User is accessing or using the B-CITI Platform through the application B-CITI or its affiliates made available for download from the “Google Play” application store made available by Google Inc. (Google Inc. together with all of its affiliates, “Google”, such application the “bciti+ Application for Android”) the following terms and conditions apply to User in addition to all the other terms and conditions of this Agreement in respect of User’s access to or use of the B-CITI Platform through the bciti+ Application for Android:
  • the parties acknowledge that this Agreement is concluded between the parties, and not with Google and Google is not responsible for the B-CITI Platform and content thereof is governed by this Agreement;
  • the parties acknowledge that Google has no obligation to furnish any maintenance or support services with respect to the B-CITI Platform (including the bciti+ Application for Android);
  • to the maximum extent permitted by applicable laws, Google will have no warranty obligation whatsoever with respect to the B-CITI Platform (including the bciti+ Application for Android), and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by this Agreement;
  • any claim in connection with the B-CITI Platform related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by this Agreement, and Google is not responsible for such claim;
  • any third-party claim that the B-CITI Platform or User’s possession and use of the bciti+ Application for Android infringes that third party’s intellectual property rights will be governed by the Agreement, and Google will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim;
  • User may contact B-CITI in writing regarding any notices, questions, complaints or claims with respect to the B-CITI Platform (including the bciti+ Application for Android) through the contact information made available on the following webpage: https://www.bciti.com/en/contact-us  and
  • Google is a third-party beneficiary to this Agreement and may enforce this Agreement against User.