Terms of Use

This Service Agreement (the “Agreement”) are entered into by and between Les Solutions XPERCA Inc.(“XPERCA”) and the client (“Client” or “you”). By subscribing to XPERCA web-based application platform (the “Service”), the client agrees to the terms and conditions contemplated in this Agreement, which Agreement shall govern the provisions of the Service. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement.


Grant of Rights
During the term of this Agreement, XPERCA grants the client a non-exclusive, personal, non-transferable, non-sublicenseable right and license to use the Service for its internal business purposes only. The client may not access, use, subscribe to or purchase the Service: (a) if it is a direct competitor of XPERCA, as determined by Les Solutions XPERCA Inc., in its sole discretion; or (b) for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.

Les Solutions XPERCA Inc. agrees to use commercially reasonable efforts to operate and maintain the Service generally available 24 hours a day, 7 days a week, except for: (i) planned downtime (which XPERCA shall schedule to the extent reasonably practicable during evening and weekend hours); or (ii) downtime caused by circumstances beyond XPERCA’s reasonable control, including, but not limited to, any Internet or telecommunications failure transmission limitations or interruptions, legislative action, act of God, action of the elements, serious fire, labour disturbance, delays in transportation, shortage of materials or supplies, government restrictions, war, riots, flood, earthquake, epidemic, or other conditions beyond the control of Les Solutions XPERCA Inc. (“Force Majeure”). Les Solutions XPERCA Inc. shall not be responsible for delays nor failures of performance resulting from any downtime, transmission limitations or interruptions, as well as any case of Force Majeure. Nothing in this Agreement shall be interpreted as an undertaking on the part of XPERCA to provide Internet access or telecommunication lines or infrastructure.

The client agrees to use the Service solely for its internal business purposes as contemplated by this Agreement and further agrees that it will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all client data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify XPERCA promptly of any such unauthorized use; (iii) comply with all applicable local, state, provincial, federal and foreign laws in using the Service; (iv) collect and maintain any personal information from users (the “Users”) which have entered into a User Agreement (the “User Agreement”) with XPERCA and are registering or enrolling in the web-based program offered by Les Solutions XPERCA Inc , and the Beneficiaries (as this term is defined in the User Agreement), in accordance with all applicable laws; (vi) defend, indemnify and hold harmless XPERCA, its shareholders, directors, officers, employees, agents and representatives from and against any and all claims, actions or lawsuits related to or arising from (1) the use by an employee, officer, consultant or representative of the client of XPERCA’s services, and (2) the collection, transmission, use, storage or disclosure of any personal information of any Users and Beneficiaries, and will not: (i) license, sublicense, sell, resell, rent, lease, assign, distribute, timeshare or otherwise commercially exploit or make the Service available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable law; (iii) send or store infringing, obscene, threatening, libellous or otherwise unlawful or material which gives rise to a delict or is otherwise tortuous, including material violating third party rights including, but not limited to, privacy of rights; (iv) send or store material containing software viruses, worms, Trojan horses or harmful computer codes, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (vi) attempt to gain unauthorized access to the Service or its related systems or networks; (vii) modify, copy or create derivative works based on the Service or the XPERCA Technology (as defined herein); (viii) create internet “links” to or from the Service, or “frame” or “mirror” any content forming any part of the Service other than on the client’s own intranets for the purposes hereof or otherwise for its own internal business purposes; or (ix) disassemble, reverse engineer or decompile the Service or the XPERCA Technology for any purpose or reason.


Intellectual Rights
In providing the Service, XPERCA utilizes (i) certain audio and visual information, documents, software and other works of authorship and (ii) other technology, software (source code, object code and documentation), products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions (patentable or not) and other tangible or intangible technical material and information (collectively, the “XPERCA Technology”), which is covered by intellectual property rights owned by or licensed to XPERCA (collectively, the “XPERCA IP Rights”). Other than as is expressly set forth in this Agreement, no license or other rights in or to the XPERCA Technology or the XPERCA IP Rights are granted to the client, and all such licenses and rights are expressly reserved. The client grants to Les Solutions XPERCA Inc. a royalty-free, fully paid, worldwide, perpetual, irrevocable, fully transferable and fully sub-licenseable right and license to use, develop, improve, modify, incorporate and commercialize into the Service any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the client relating to the Service.

Client Data
All client data, inputted or uploaded, is the sole and exclusive property of the client. The client, on its behalf, grants to XPERCA a royalty-free, fully paid, worldwide, perpetual, irrevocable, fully transferable and fully sub-licenseable right and license to use the client data in connection with the use, operation and commercialization of the Service in accordance with all applicable privacy legislation.


The service is provided on an ‘’as is’’ and ‘’when available’’ basis and Les Solutions XPERCA Inc. makes no representations and warranties relating to the service. Without limiting the foregoing, XPERCA makes no warranty of any kind, whether expressed, implied, statutory or otherwise with respect to the service, The XPERCA Technology and the XPERCA IP Rights. XPERCA disclaim all implied warranties, including any warranty of merchantability or fitness for a particular purpose or use, to the maximum extent permitted by applicable Law. No person is authorized to make any other warranty or representation concerning the performance of the service other than as provided in this agreement. Without limiting the foregoing, XPERCA does not warrant the service is error free, will meet the client requirements or expectations, or the performance or the results that may be obtained by using the service.


Neither XPERCA, its Affiliates, Directors, Shareholders, Officers, Employees or Assigns shall be liable for any indirect, incidental, special, punitive, collateral or consequential damages or for any lost or imputed profits or revenues or lost data or costs of cover arising from or related to the service or this agreement, Regardless of the legal theory under which such liability is asserted and regardless of whether a party has been advised of the possibility of any such liability, loss or damage. Finally, in the event of a ‘’Force Majeure’’, Les Solutions XPERCA Inc. shall have no liability to the client.


The customer ‘’Client’’ or user of the platform XPERCA hereby agrees to declare any conflict of interest that may arise or grow in relationship with the different information that is disclosed on the platform XPERCA.


The client agrees to grant XPERCA the right to reference the client on the client section of XPERCA’s public web site until such time the client use of the Service is discontinued. For the purposes above, the client grants to the right and license to publish, on its public web site or third party web site, the information about the client activities and use the client’s name and trademarks. The client shall not use the name, Service marks or trademarks of Les Solutions XPERCA Inc. or its affiliates without XPERCA’s prior written consent

It is forbidden to establish links with this website in the prior written consent of XPERCA. It is possible that this website contains hyperlinks to access sites operated by third parties. These links are provided solely for the convenience of the user. XPERCA disclaims any responsibility for the content and information found on these web sites operated by other companies and their consultation is made the customer's risk.

This Agreement shall be governed by and construed exclusively in accordance with the laws of the Province of Québec, and the federal laws of Canada applicable therein, The Parties hereby attorn to the exclusive jurisdiction of the Courts of the Province of Québec, Canada, District of Montréal.

If you have problems viewing any page of the site or for additional information regarding this website, please contact us at the following address: info@xperca.com

This Agreement contains the sole and entire agreement and understanding between Les Solutions XPERCA Inc. and the client with respect to the use of the Service.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provisions shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

Les Solutions XPERCA Inc. may modify this Agreement at any time by posting the revised XPERCA Master Service Agreement Terms and Conditions on XPERCA web site. The continued use of the Service shall constitute the client acceptance of such revised XPERCA Master Service Agreement Terms and Conditions.


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