This document, together with the Privacy Policy and any other policies or guidelines posted at www.locallogic.co (the “Agreement”) is a contract between YOU (“YOU”) and Entreprise Nexmoov inc. (“COMPANY”) concerning the conditions associated with your use of the product IO Reports (“IO Reports” and the Reports (“REPORTS”) produced by IO Reports (collectively the “SERVICE”).

Please read all of the following terms and conditions carefully before using the SERVICE. By using or accessing the SERVICE, YOU agree to all the terms and conditions stated in this Agreement and YOU represent and warrant that YOU have the right, authority, and capacity to enter into these terms (on behalf of yourself or the entity that YOU represent). YOU may not access or use the site or accept the terms if YOU are not at least 18 years old. If YOU do not agree with all of the provisions of these terms, do not access and/or use the SERVICE.

If, at any time, YOU do not or cannot agree to the terms of this Agreement, YOU must stop accessing or using the SERVICE. Conditions relating to use of the SERVICE: YOU need a supported Web browser to access the SERVICE. YOU acknowledge and agree that COMPANY may cease to support a given Web browser and that your continuous use of the SERVICE will require YOU to download a supported Web browser. YOU also acknowledge and agree that the performance of the SERVICE is incumbent on the performance of your computer equipment and your Internet connection.

License

COMPANY grants YOU a non-sublicenseable, non-transferable, revocable right and license to (i) access and use IO Reports, and other SERVICEs made available by COMPANY to YOU for non commercial purposes and(ii) reproduce and display the Local Logic name and logo solely in connection with such display and for no other purpose. Reports generated by IO Reports (“REPORTS”) are licensed by COMPANY. YOU are hereby granted a non-exclusive, perpetual, non-sublicensable license to display, copy and use the REPORTs and the information contained therein. YOU may use REPORTs exclusively to assess a location or potential real estate transaction and to communicate your assessment and for no other purpose. YOU may not modify or alter the REPORTs or remove proprietary marks displayed on the REPORTs. YOU may not sell or commercialize the REPORTs or the information contained therein in any way.

Approved Use Cases. The following terms constitute our “Approved Use Case”:
(A) Use IO Reports to generate REPORTS used to assess a location or potential real estate transaction for your individual use
(B) Use IO Reports to generate REPORTS used to assess a location or potential real estate transaction for display to your clients, REPORTS may not be resold or otherwise commercialized in any way. YOU agree not to permit any third party to access the SERVICE for any purpose other than permitted in this Agreement. As a condition to your use of the SERVICE, YOU agree not to:

Use available data or libraries available via IO Reports including the REPORTs, for any commercial purpose other than permitted in this Agreement;
Impersonate or misrepresent your affiliation with any person or entity;
Access, tamper with, or use any non-public areas of the SERVICE or COMPANY’s computer systems;
Attempt to probe, scan, or test the vulnerability of the SERVICE or any related system or network or breach any security or authentication measures used in connection with the SERVICE and such systems and networks;
Attempt to decipher, decompile, disassemble, or reverse engineer any of the software or data used to provide or provided as a SERVICE;
Harm or threaten to harm other users in any way or interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the SERVICE;
Provide payment information belonging to a third party;
Use the SERVICE to collect, compile, upload, transmit, display, or distribute any content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party,
Use the SERVICE in an abusive way contrary to its intended use, to its documentation or to COMPANY’s reasonable instructions;
Systematically retrieve data or other content from the SERVICE to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
Infringe third party intellectual property rights when using or accessing the SERVICE.

COMPANY will have the right to investigate and prosecute violations of any of the above, including without limitation possible infringement of any intellectual property rights and possible security breaches, to the fullest extent of the law. COMPANY may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. YOU acknowledge that, although COMPANY has no obligation to monitor your access to or use of the SERVICE, it has the right to do so for the purpose of operating the SERVICE, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body.

TERMINATION

COMPANY reserves the right to temporarily or permanently discontinue the SERVICE at any time. COMPANY will deploy commercially reasonable efforts to notify YOU of such discontinuation. If YOU breach this Agreement, COMPANY will have the right to terminate this Agreement immediately, without notice, and to deactivate your account.

CANCELLATION OF SUBSCRIPTION

COMPANY or YOU may terminate or cancel your subscription to the Services at any time and such termination or cancellation shall be effective upon the end of your then-current monthly subscription term. YOU understand and agree that the cancellation or termination of your subscription is your sole right and remedy with respect to any dispute with us including, without limitation, any dispute related to, or arising out of: (i) any terms of the Agreement or our enforcement or application of the Agreement; (ii) any of our practices or policies, including, without limitation, our Privacy Policy, or our enforcement or application of these policies; (iii) the content available through the Services; (iv) your ability to access and/or use any the Services components; or (v) the amount or types of our fees or charges, surcharges, applicable taxes, or billing methods, or any change to our fees or charges, applicable taxes, or billing methods. Upon cancellation or termination of your subscription to the Services, the COMPANY may immediately deactivate your user account and/or delete all related information and/or files in your user account and/or bar any further access to such information and/or files, except as the COMPANY may otherwise provide from time to time. The quickest and easiest way to cancel your subscription is by navigating to the subscription management section of your dashboard. From there, YOU can cancel your subscription and remove your stored credit card information. For further assistance, please contact Customer Service at support@locallogic.co. COMPANY will attempt to process all cancellation requests within 72 hours after the COMPANY receives your request. If YOU cancel less than 24 hours before the relevant billing period begins, YOU agree that YOU will be liable for the then current subscription fee for such billing period and are not entitled to a refund of that final subscription fee. For the purpose of these terms, the relevant billing period is defined as the exact day of the month when the subscription period was initiated by the purchaser. The COMPANY reserves the right to collect fees, surcharges, or costs incurred before your cancellation takes effect.

PROPRIETARY RIGHTS AND OWNERSHIP OF DATA

All right, title, and interest in and to the SERVICE and the REPORTs are and will remain the exclusive property of COMPANY and its licensors. The SERVICE and the REPORTs are protected by copyright, trademark, and other domestic and foreign laws concerning intellectual property. Except as expressly permitted in this Agreement, YOU may not reproduce, modify, or create derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use or commercially exploit the SERVICE or the REPORTs. Any rights not expressly granted herein are reserved. YOU hereby grant COMPANY an irrevocable, perpetual and fully assignable license to use any content that YOU upload to the SERVICE, with the right to grant sub-licenses.

PERSONAL INFORMATION

YOU agree that COMPANY will process your personal information in accordance with COMPANY’s privacy policy and YOU give your consent to such processing.

FEEDBACK

If YOU elect to provide any suggestions, comments, improvements, information, ideas, interactions with the SERVICE, search preferences, or other feedback or related materials to COMPANY (collectively “Feedback”), YOU hereby grant COMPANY a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute and exploit any such Feedback in any manner without any obligation, payment or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits COMPANY’s right to independently use, develop, evaluate or market products, whether incorporating Feedback or otherwise.

DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, COMPANY MAKES NO WARRANTY OR REPRESENTATION REGARDING THE SERVICE, INCLUDING THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR WILL WORK IN COMBINATION WITH ANY HARDWARE OR SOFTWARE PROVIDED BY THIRD PARTIES, THAT THE SERVICE WILL BE UNINTERRUPTED, WITHOUT PROBLEMS OR ERROR FREE, OR THAT ALL ERRORS IN THE SERVICE WILL BE CORRECTED. COMPANY PROVIDES THE SERVICE “AS IS” AND “AS AVAILABLE”. TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, COMPANY’ WARRANTIES AND REMEDIES (IF ANY) EXPRESSLY SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTE, CUSTOM, ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING, BUT NOT LIMITED, TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, AVAILABILITY, PERFORMANCE, COMPATIBILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION AND NONINFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY AND ITS SUPPLIERS OR LICENSORS HAVE ANY LIABILITY, WHETHER BASED IN CONTRACT, DELICT OR TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY, FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF, OR UNAUTHORIZED ACCESS TO, OR DISCLOSURE OF INFORMATION OR DATA OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THE SERVICE, WHETHER FORESEEABLE OR NOT, AND EVEN IF COMPANY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT COMPANY IS FOUND LIABLE TO PAY YOU ANY DAMAGES, COMPANY’S TOTAL CUMULATIVE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEEED $100. THE ABOVE LIMITATIONS OF LIABILITY WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN SHALL FAIL ITS ESSENTIAL PURPOSE.

INDEMNIFICATION

YOU agree to defend, indemnify, and hold harmless COMPANY, its officers, directors, affiliates, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the SERVICE.

GENERAL PROVISIONS

This Agreement shall be governed by and construed by the laws of the Province of Québec, Canada and the laws of Canada applicable to contracts between Quebec residents and to be performed in Québec. Parties hereby irrevocably submit and attorn to the jurisdiction of the Courts of the district of Montreal, Province of Québec. This Agreement is the entire and exclusive agreement between COMPANY and YOU regarding the SERVICE, and this Agreement supersedes and replaces any prior agreements between COMPANY and YOU regarding the SERVICE. YOU shall not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of COMPANY which consent is within COMPANY’s sole discretion. No assignment or delegation by YOU shall relieve or release YOU from any of its obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by each of the Parties and their respective successors and assigns. COMPANY shall be allowed to assign this Agreement to any third party without requiring your consent. Nothing in this Agreement shall constitute a partnership or joint venture between YOU and COMPANY. If a particular provision of this Agreement is held to be invalid by a court of competent jurisdiction, the provision shall be deemed severed from this Agreement and shall not affect the validity of this Agreement as a whole. The Parties have expressly requested that this Agreement be drawn up in English and that all modifications thereof can be made in this language.

CONTACT

If YOU have any concern, question or complaint regarding this Agreement, please contact COMPANY at:

GABRIEL DAMANT-SIROIS
402-3510 Saint-Laurent Blvd,
Montréal, QC, H2X 2V2

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