PENLESS^TM CIRCLE CHECK is a pen-less, pain-less web and mobile application made available to the subscriber operator (administrator-payer) by Cyber Cat Inc. ("Cyber Cat"), on payment of a monthly fee, to conduct, record and share – if necessary – circle checks inspections in compliance with the most recent legal requirements imposed by the Société de l'assurance automobile du Québec (SAAQ).

IMPORTANT: THIS AGREEMENT (THE "AGREEMENT") GOVERNS THE TERMS AND CONDITIONS UNDER WHICH CYBER CAT GRANTS YOU LICENSES TO USE THE WEB AND MOBILE PENLESS^TM^ CIRCLE CHECK APPLICATION (THE "APPLICATION") AND ASSOCIATED DOCUMENTATION (THE "DOCUMENTATION"). PLEASE PRINT A PAPER VERSION OF THE AGREEMENT FOR YOUR RECORDS OR SAVE AN ELECTRONIC VERSION.

You must carefully read the provisions of the Agreement and accept it in accordance with the following terms and conditions prior to any access, installation or other use of the Service (as defined below). If you are acting on behalf of a legal person, you must be duly authorised thereby to do so.

The Agreement will be deemed to have been entered into once you have clicked on the button or checked the box "I accept" below. If you or the entity you represent does not wish to accept the Agreement, please click on the button or check the box "I do not accept ". No agreement will then be entered into between you and Cyber Cat and you will not be authorized to access, install and use the Service for any purpose whatsoever.

Changes to the Service may require the acceptance of additional or separate license conditions.

1. LICENSE. Subject to payment of the agreed fees, Cyber Cat grants you, for the Subscription Period, a personal, non-exclusive, non-assignable and non-transferable right to access and use the Application as an administrator of your account, (ii) create profiles for the number of users registered with Cyber Cat so that they may use the Application (your "Users") and (iii) access and use the Documentation (collectively, the "Service"). The use of the web version of the Application and the downloading and use of its mobile version by Users will be subject to their consent to the terms and conditions of use of the Application.
2. CREATION AND USE OF PROFILES. You will be responsible for creating User profiles through the Application and communicating the parameters of their profiles (username and password) required for using the Application. You confirm that you have obtained all the required consents from Users to transmit their personal information for the creation of their profile. Cyber Cat undertakes to use this personal information only for the purpose of providing the Services. This personal information may be modified, updated or deleted by you at any time through the Application. You will be responsible for any activity performed through the Application under the profile of one of your Users using your account. You agree to inform all persons whose personal information you disclose to Cyber Cat that they may have rights to access and correct their personal information under applicable laws and regulations.
3. UNAUTHORIZED ACCESS. You will use all reasonable efforts to prevent any unauthorized access to or use of the Service and, if such unauthorized access occurs, you will immediately notify Cyber Cat and provide it with all necessary assistance to prevent such access.
4. RESPONSIBILITIES: You are responsible, on your own behalf and on behalf of all your Users: to comply with all laws and regulations relating to activities conducted using the Service; (ii) to use the Service only in accordance with this Agreement and the Documentation; (iii) to obtain and maintain Internet and network communications, computer equipment and an appropriate Web browser required to access and use the Service, and to comply with all other technical requirements that Cyber Cat has notified you of from time to time; and (iv) to comply with all instructions for use of the Service provided or made available by Cyber Cat.
5. USE AND TRANSMISSION OF DATA. You grant a non-exclusive, non-assignable and non-transferable license to Cyber Cat to use the data submitted by Users through the Application (the "Data") in order to provide the Service. You acknowledge that you and the Users are solely responsible, to the complete exclusion of Cyber Cat, for the accuracy and completeness of the Data recorded and transmitted through the Application and for the activation of functionalities allowing the transmission of the Data to third parties. You acknowledge that in the event of an interruption of the Internet connection, the Data for which the transmission function has been activated will be transmitted as soon as the connection is restored.
6. DATA HOSTING. The Data transmitted on the Application will be hosted on servers controlled by Cyber Cat and will be kept by Cyber Cat for a period of 6 months following the interruption of the subscription. You will be able to access all the Data at any time through the Application and export it locally in the formats offered by the Application.
7. UPDATES. Access to Service updates is included in the license.
8. PROPERTY RIGHTS. You acknowledge that Cyber Cat is the sole owner of all right, title and interest in the Service (including the PENLESS^TM^ trademark) and that you do not acquire any right to the Service other than the license fees provided herein. The Service is licensed, not sold. Cyber Cat and its suppliers own respective intellectual property rights in the Service and reserve all respective rights not expressly granted under the Agreement.
9. RESTRICTIONS. You may not lend, pledge, sub-license or transfer in any way all or part of the Service, use the components of the Service independently of each other or use the Service for commercial purposes and to provide services for the benefit of third parties. You agree not to reverse engineer or attempt to reverse engineer all or part of the Service, decompile, modify, translate, disassemble, discover the source code or create derivative works from all or part of the Service. You further undertake to ensure that you do not allow third parties to use the Service or benefit from its functionalities, whether on a timesharing, service bureau or other similar agreement. Similarly, you may not encourage any conduct that would constitute a violation of applicable law, or engage in any activity that could interfere with the use or peaceful enjoyment of the Service by other users, or use the Service to monitor or track the location and activities of any individual, without his express prior consent. You undertake not to authorise a third party to carry out any of the above operations.
10. CONFIDENTIALITY. The Service contains exclusive trade secrets and know-how that belong to Cyber Cat and are made available to you on an essentially confidential basis. Any use or disclosure of the Service, or its algorithms, protocols or interfaces, for any purpose other than those provided for in this Agreement may be prosecuted as a violation of Cyber Cat's rights.
11. LIMITED WARRANTY. Cyber Cat warrants that during the Subscription Period, the Application will operate substantially in accordance with the Documentation (the "Limited Warranty"). Cyber Cat does not warrant that use of the Service will be error-free, uninterrupted, timely or secured, or that all errors or malfunctions found are likely to be resolved or corrected. THE LIMITED WARRANTY IS EXPRESSLY EXCLUDED IF THE ALLEGED ERROR RESULTS FROM AN ACCIDENT OR IMPROPER USE OF THE SERVICE OR FROM ITS USE IN CONJUNCTION WITH THIRD-PARTY PROGRAMS AND/OR SERVICES WITH SIMILAR OR INCOMPATIBLE FUNCTIONALITIES. THE LIMITED WARRANTY IS THE ONLY WARRANTY GRANTED BY CYBER CAT WITH RESPECT TO THE SERVICE. UNLESS OTHERWISE REQUIRED BY LAW, CYBER CAT EXPRESSLY EXCLUDES ANY OTHER WARRANTY WITH RESPECT TO THE SUBJECT MATTER OF THE AGREEMENT, IN PARTICULAR WITH RESPECT TO THE COMMERCIAL VALUE OF THE SERVICE, ITS FITNESS FOR A SPECIFIC PURPOSE, OR ITS NON-INFRINGEMENT OF THIRD PARTIES' INTELLECTUAL PROPERTY RIGHTS.
12. REMEDIES UNDER THE LIMITED WARRANTY. Cyber Cat's sole responsibility under the Limited Warranty is exclusively and at its sole discretion to (a) correct the error by means of an Update, if any, or (b) assist you in circumventing the error, or (c) refund to you the fees paid for the Service, in the latter case in proportion to their non-use from the date of the Limited Warranty claim. UNLESS OTHERWISE REQUIRED BY LAW, THE FOREGOING PROVISIONS CONSTITUTE YOUR EXCLUSIVE REMEDY AND CYBER CAT'S SOLE RESPONSIBILITY IN THE EVENT OF ERRORS OCCURRING WITHIN THE SERVICE.
13. LEGISLATIVE CHANGES. You remain solely responsible for your compliance with applicable legislative and regulatory obligations.
14. LIMITATION OF LIABILITY. CYBER CAT, ITS EMPLOYEES AND AGENTS SHALL NOT BE LIABLE FOR ANY CLAIMS, DAMAGES, PREJUDICE, LOSSES OF ANY KIND, DIRECT OR INDIRECT, CONSEQUENTIAL OR INCIDENTAL, ARISING FROM THE USE OF THE SERVICE OR THE INABILITY TO USE IT OR THE FAILURE TO SAFEGUARD OR BACK-UP THE DATA CONTAINED IN THE SERVICE. THIS INCLUDES, BUT IS NOT LIMITED TO, LOSS OF INCOME, PROFITS OR SAVINGS, LOST, DAMAGED, STOLEN DATA OR OTHER COMMERCIAL OR ECONOMIC LOSSES. You agree to hold harmless and indemnify Cyber Cat, its employees and agents from and against any and all damages, claims, complaints, costs or expenses, losses, actions or causes of action that you or any third party has incurred or suffered as a result of the use of the Service or the inability to use it or the failure to safeguard or back‑up the data contained in the Service. WITHOUT PREJUDICE TO THE FOREGOING, YOU RELEASE CYBER CAT FROM ANY LEGAL, CIVIL, FINANCIAL AND MATERIAL LIABILITY ARISING FROM: (I) INCIDENTS OR ACCIDENTS DUE TO INCOMPLETE OR IMPROPERLY EXECUTED CIRCLE CHECKS OR FAILURE TO FOLLOW UP ON DEFECTS REPORTED DURING CIRCLE CHECKS; (II) FINES OR PENALTIES IMPOSED BY THE SOCIÉTÉ DE L'ASSURANCE AUTOMOBILE DU QUÉBEC OR ANY OTHER GOVERNMENT AGENCY DUE TO INCOMPLETE, IMPROPERLY EXECUTED, UNRECORDED AND/OR UNSHARED CIRCLE CHECKS OR FAILURE TO FOLLOW UP ON DEFECTS REPORTED DURING CIRCLE CHECKS; AND (III) ADMINISTRATIVE, CRIMINAL OR CIVIL PROCEEDINGS RELATING TO MATERIAL OR ENVIRONMENTAL DAMAGE DUE TO INCOMPLETE OR IMPROPERLY EXECUTED CIRCLE CHECKS OR FAILURE TO FOLLOW UP ON DEFECTS REPORTED DURING CIRCLE CHECKS.
15. SUBSCRIPTION PERIOD. The subscription period is for an initial period of one month, and is automatically renewed for additional periods of one month each (each month constituting a "Subscription Period"). You can unsubscribe at any time through the Application, and the Access Termination will be effective at the end of the current calendar month.
16. COSTS. Fees are payable in advance for each Subscription Period, and are non-refundable except as provided herein. Any failure to pay a fee for a Subscription Period will result in an Access Termination to the Service and Data at the end of the last Subscription Period for which you paid the fee.
17. TERMINATION OF THE LICENSE. Cyber Cat reserves the right to terminate your license automatically for any reason whatsoever, including in the absence of any breach by you of the provisions of the Agreement, upon a five (5) days prior notice following your receipt of a notification to this effect, after which the Service will be subject to Access Termination.
18. ACCESS TERMINATION. Upon any access termination following unsubscription, non-payment or termination of the license (in each case, an "Access Termination"), from the moment of Access Termination, Users will no longer have access to their profile and you will receive all the Data available in a single PDF by email (at the time of Access Termination or at the end of the billing cycle in the event of unsubscription). Your account is then deactivated and the Data will be purged from Cyber Cat servers.
19. FORCE MAJEURE. Cyber Cat shall in no event be liable for any breach of its contractual obligations resulting from your own actions, acts of civil or military authorities, fortuitous events, governmental priorities, earthquakes, fires, floods, epidemics, quarantines, energy crises, strikes, social unrest, wars, riots, acts of terrorism, accidents, shortages, transport delays or any other event beyond its control. In the event of a case of force majeure, Cyber Cat will do everything in its power to resume the performance of its obligations as soon as possible.
20. MISCELLANEOUS. This Agreement constitutes the entire agreement between you and Cyber Cat with respect to its subject matter. If one or more provisions of the Agreement are held to be invalid or considered invalid pursuant to a law, regulation or final decision of a competent court, they shall be deemed to be unwritten and the other provisions shall remain in force. Cyber Cat reserves the right to subcontract all or part of its obligations under the Agreement to any qualified third party of its choice, including a subsidiary or affiliate, but remains solely responsible for their proper performance to you.
21. APPLICABLE LAW / JURISDICTION. This Agreement is governed by the laws of Québec and the parties consent to the exclusive jurisdiction of the courts of Québec, the judicial district of Québec, for any dispute between the parties arising therefrom.
22. QUESTIONS. Any questions regarding the Service and the Agreement may be directed to info@penlesscirclecheck.com
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