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End User License Agreement: general terms and conditions of use
These General Terms and Conditions of License and Maintenance (hereinafter “the Terms and Conditions”) define the terms and conditions under which NSim Technologies, headquartered at 1260 boul. Lebourgneuf #315, Quebec, QC (Canada), (hereinafter “the Provider”), markets the Solution and its services to customers (hereinafter “the Customer(s)”).
By downloading, using or accessing our devices, software, services and other products, including updates and upgrades (collectively “Solution”), you accept and agree to be bound by the terms and conditions of this Agreement on your behalf, unless you are acting and are authorized to act for a company or other organization, in which case, the Agreement is with such organization and any reference to “you” herein means such organization. If you do not agree to the terms hereof, you are not authorized to install, use, access or retain our products.
Any Order placed with the Service Provider implies full and unreserved acceptance of the General Terms and Conditions in force on the date the Order is placed, regardless of any provisions to the contrary that may appear in any document issued by the Service Provider or by Customers (in particular their general terms and conditions of purchase). They cancel and replace all previous conditions.
The Service Provider reserves the right to modify these Terms and Conditions at any time, without prior notice.
The Customer acknowledges having read the Terms and Conditions before placing an Order or using “the Solution”.
The Solution is rented by the Service Provider in “Software as a Service” (SaaS) mode.
“Anomaly(ies)”: refers to any malfunction observed by the Customer while using the Solution, preventing the execution of one of the functions provided for in the Documentation.
“Account”: refers to the Customer’s account for accessing the Site and the Solution, consisting of the Customer’s own identifier and password.
“Content”: refers to all documents and data of any kind, regardless of the medium, used by the Customer, Users or Guests via the Site and/or the Solution.
“Bypass”: refers to the action of temporarily modifying the use and/or configuration of the Solution, in the event of a risk of delay in correcting an Anomaly, so that the Anomaly, although still present, no longer constitutes an obstacle to normal use of the Solution by the Customer.
“Services”: refers to the access, use, training, maintenance and support services provided by the Service Provider to the Customer under the conditions defined in the Commercial Proposal.
“Corrective Maintenance”: includes maintenance, support and technical assistance services.
1.1 The purpose of this agreement (hereinafter “the Agreement”) is to define the terms and conditions under which the Service Provider provides the Customer with the Solution, as well as the Services ordered by the Customer.
The purpose of this Agreement is to define the conditions under which:
The Customer therefore declares that he/she has freely verified, under his/her own responsibility, that the user interface of the Application, its ergonomics, the architecture of his/her Database and the technologies implemented by the Application or required for its use, are in line with his/her expectations and compatible with his/her computer environment.
No claim or request for reimbursement may be made by the Customer on the grounds that one of these elements is unsatisfactory or poses any problem whatsoever.
This Contract comprises the following contractual documents (hereinafter referred to as the “Contractual Documents”):
The Contractual Documents constitute the entire agreement between the Parties, and supersede all other agreements and declarations of the Parties, whether written or oral.
They may only be modified by an amendment signed by both Parties.
3.1 The present Contract is concluded for the duration specified in the commercial proposal (the quotation) or, failing this, on the date of signature of the Purchase Order.
At the end of this period, the Contract will be automatically renewed for the next period, by tacit agreement, unless one of the Parties gives notice to the other Party at least three (3) months before the end of the Contract by registered letter with acknowledgement of receipt.
3.2 The Contract may be terminated by either Party in the event of non-performance by the other Party of one or more of its contractual obligations.
In such a case, the Party which considers that its co-contractor is in breach of one or more of its obligations shall notify the other Party of its intention to terminate the Contract early, indicating the nature of the breach of which it is accused, by e-mail or registered letter with acknowledgement of receipt.
Termination will only become effective at the end of a period of thirty (30) days following such notification, unless within this period the Party having been put in default has fulfilled its contractual obligation(s) as provided for in the terms and conditions of the Contract.
The exercise of this right of termination shall not exempt the Party having been put on notice from fulfilling its contractual obligations up to the effective date of termination, without prejudice to any damages it may have to pay to the other Party, bearing the non-performance of the contractual obligation.
Such termination shall take effect automatically and without the need for judicial intervention.
3.3 In the event of termination for any reason whatsoever, the Customer shall cease to use all access codes to the Solution and the Site. Furthermore, in the event of non-payment of invoices issued by the Service Provider within 30 days, the Service Provider reserves the right to deactivate the Customer’s access codes, without prejudice to the Customer.
In the event of persistent non-payment, the Service Provider may terminate the Contract at the Customer’s expense, ipso jure and within the period indicated in the aforementioned formal notice, without further formal notice. The Customer will then remain liable for all sums due for the entire duration of the subscription.
4.1 The Service Provider provides the Customer with the Solution and associated Services for the duration of the Contract. The Solution is provided as part of a shared environment using the resources of the Service Provider or its partners, subject to the Customer’s compliance with its obligations.
Users access the Solution using their login and password (hereinafter referred to as “the Identifiers”).
The service provider provides the Customer with access to the Application in SaaS mode 24 hours a day, 7 days a week, subject to interruptions due to maintenance scheduled outside the Customer’s normal working hours, or interruptions due to failure on the part of the service provider. Such temporary interruptions shall under no circumstances give rise to compensation for the Customer.
The Application remains on the Service Provider’s Infrastructure, and the Service Provider will under no circumstances provide the Customer with a copy of the Application, in any form or on any medium whatsoever.
On entering into the Contract, the Customer provides the name and contact details of a natural person designated as Administrator. User Accounts are created, within the limit of the number authorized for each type of User profile, mentioned in the quotation (if applicable), either by the Customer via the Administration Interface, or, at the Customer’s request, by the Provider.
The license to use the Application granted under this Agreement is for the limited number of Vehicles, as set out in the quotation (if applicable). The monthly cost of an additional Vehicle is stated in the quotation.
4.2 Access to the Site and/or the Solution may be temporarily suspended by the Service Provider in order to carry out maintenance operations or updates. The Service Provider will do its utmost to ensure that such suspensions take place outside peak usage times.
In the event of absolute necessity, such as the occurrence of a malfunction likely to affect the security of the Content and/or the Solution, the Service Provider reserves the right to immediately interrupt access to the Solution and/or the Site without prior notice.
The Site and/or the Solution may be modified by the Service Provider without prior notice and without affecting this Agreement.
The Service Provider shall not be held liable for any impact that the unavailability of the Solution and/or the Site may have on the Customer’s business.
The Service Provider provides technical support and assistance, as well as corrective and evolutionary maintenance for the Solution.
5.1 The Service Provider provides the Customer with an e-mail service at the following address: support@rasters.io
The Service Provider reserves the right to respond by e-mail or by calling the Customer back.
The Service Provider undertakes to propose a solution to remedy the Anomaly reported by the Customer, or to propose a workaround solution, as soon as possible.
5.2 Remote maintenance: Maintenance may also include remote maintenance via an Internet-compatible remote control tool. If the Customer refuses to install the remote maintenance tool proposed by the Service Provider, the Service Provider reserves the right to invoice the Customer for any additional costs incurred as a result of this refusal (shipping costs, travel costs, costs of installing a remote maintenance solution other than that proposed by the Service Provider, etc.).
5.3 Corrective maintenance and procedure: corrective maintenance services consist of correcting or bypassing any anomaly that may arise during the correct use of the application.
Any corrective maintenance operation will be carried out by the Service Provider in accordance with the following process, and subject to compliance by the Customer with the said process and the conditions described below:
Phase 1: declaration of the Anomaly by the Customer and receipt of the declaration by the Service Provider: any Anomaly must be identified and described by the Customer and notified to the Service Provider in the manner defined above. The Customer must describe the identified Anomaly to the Service Provider and provide sufficient details on how to reproduce it, so that the Service Provider can intervene.
Phase 2: diagnosis of the Anomaly by the Service Provider: the Service Provider will diagnose the Anomaly, i.e. check and qualify it, in order to determine its level of seriousness (Blocking, Major, Minor) in relation to the level indicated in the declaration made by the Customer, and the causes and origins of the Anomaly.
Phase 3: correction of the Anomaly: once the Anomaly has been diagnosed, the Service Provider will proceed with its correction.
Phase 4: Provision of the correction by the Service Provider or communication to the Customer of the initial information and/or correction and/or workaround that can be implemented.
Phase 5: follow-up on the resolution of the Anomaly.
The Service Provider undertakes to intervene as soon as possible to facilitate use of the Solution by the Customer.
5.4 Corrective maintenance exclusions: the Service Provider is not responsible for corrective maintenance in the following cases:
As part of the corrective and evolutionary maintenance, the service provider may put new versions of the Application online. The Customer undertakes to update its computer configuration, and in particular its Internet browser, if the Service Provider so requests.
5.5 Upgrade maintenance: the Service Provider provides upgrade maintenance for the Solution, which is mandatory for the Customer due to the SaaS (Software as a Service) mode of the Solution, which the Customer acknowledges and accepts.
5.6 Technical assistance: It is agreed that requests for assistance and maintenance must be made by the Customer to the number (833) 674-6911 ext. 1, accessible by telephone on working days from Monday to Friday from 8 a.m. to 5 p.m. Eastern time, or by e-mail to the address support@rasters.io.
The service provider undertakes to respond to requests for assistance within 8 working hours.
Technical assistance is not intended as a substitute for training services for Users or for their privileged contacts. Furthermore, the service provider is under no obligation to carry out any upgrades requested by the customer. In all cases, unless otherwise specified in the quotation, the duration of the services provided by the service provider within the framework of this assistance is limited to a monthly duration of ten minutes multiplied by the maximum number of Users authorized.
In the event of a malfunction of the Application, the service provider undertakes to intervene in accordance with the procedures and within the deadlines specified in article 5. Only malfunctions that can be reproduced by the service provider will be covered by maintenance. Malfunctions must be described precisely, with details of the context in which they occurred and with screenshot or screengrab copies.
Nevertheless, the service provider does not guarantee that a solution can be found within the time limits defined above, nor that reported malfunctions can always be corrected, particularly if the malfunction is complex and requires in-depth research.
6.1 Some vehicles or installation configurations may require professional installation, additional equipment or modifications to your vehicles. Before installing our products, you should carefully review the Rasters.io installation documentation. If you are unsure whether you have the knowledge and skills to install our products, you should hire a Rasters.io installer. Improper installation can result in short circuits and fire hazards that can cause personal injury or extensive damage to your vehicle. Installation or maintenance may also require modifications to your vehicle. If you fail to comply with the procedures specified in a product’s installation instructions, or if you attempt to install our products without adequate knowledge of our products, installation, configuration, maintenance, repair, removal procedures or your vehicle, you may cause damage to the product or your vehicle, which may result in failures of the vehicle’s engine controls or environmental systems and result in personal injury. You understand that any such activities not performed by an authorized NSim Technologies installer are at your own risk. You release and forever discharge us and our affiliates, resellers and agents and their directors, officers, employees and representatives from any and all losses, actions, causes of action, liabilities, claims, demands, penalties, costs, expenses (including legal fees and disbursements on a full indemnity basis), judgments and damages of any kind whatsoever, whether in contract, tort, delict, or under any other principle of law or equity, which you or any third party have or shall have, arising out of or in connection with the foregoing.
With a subscription to the Rasters.io SaaS solution, a training service is offered, remotely, according to the following conditions:
8.1 It is the Customer’s responsibility to ensure:
8.2 The Customer and its Users undertake not to transmit on the Web Site and via the Solution any Content:
The Customer represents and warrants that it has all necessary authorizations to use the Content in connection with the use of the Solution and that it may freely license the Content to the Service Provider under the conditions set forth in Article 9 of this Agreement.
Under no circumstances shall the Service Provider be held liable for the Customer’s Content.
The Customer shall indemnify and hold harmless the Service Provider from and against any and all claims, demands, damages, costs and expenses arising out of or in connection with the Customer’s Content. In this respect, the Customer agrees to indemnify the Service Provider for any amount that the Service Provider may be required to pay in this respect, in particular for any condemnation, legal fees or court costs.
The Customer undertakes to ensure the protection and security of its computer equipment against any virus, intrusion or malfunction of any nature whatsoever.
8.4 The Customer is hereby notified that it shall cooperate closely with the Service Provider on an ongoing basis by providing all information necessary for the Service Provider to properly perform its obligations.
The Customer shall:
8.5 The Customer authorizes the Service Provider and/or any subcontractor (including NSim Technologies’ experts) to access, consult and use the Content.
9.1 The Customer is aware of the technical hazards inherent on the Internet, and of the access interruptions that may result. Consequently, the Service Provider shall not be held liable for any unavailability or slowdown of the Solution and/or the Site.
It is the Customer’s responsibility to comply with the provisions of the Contract, and in particular the Conditions of use of the Solution.
9.2 The Solution is accessible by the Customer at any time, 24 hours a day, 7 days a week, with the exception of periods reserved for data backup or maintenance of the Solution.
Access to the Solution may be temporarily interrupted for reasons of necessity related to the Solution and in particular to ensure the maintenance of the servers used by the Service Provider.
In the event of a security breach identified by the Service Provider, which is likely to compromise the security of the Solution and the Customer Content, the Service Provider may, without prior notice, temporarily interrupt the Solution in order to remedy the security breach as soon as possible.
In this event, the Customer may not claim any compensation or hold the Service Provider liable for any reason whatsoever.
9.3 The Service Provider undertakes to host the Solution or to subcontract such hosting, which the Customer acknowledges and accepts.
The service provider retains all data up to three years old, depending on the duration of the contract. The customer may at any time request the service provider to access its raw data via a “REST API”. Customer data may be accessed after the contract period. This service will be invoiced according to current rates.
In the event of termination of the contractual relationship, for whatever reason, the right to use the Application will cease. For a period of 30 days from the termination of the contract, the service provider will retain the Customer’s data, which will be accessible via the “REST API”.
The Customer undertakes to pay, in consideration of the services provided by the Service Provider, the annual (or monthly) subscription as provided for at the time of submission, and according to future invoices in the event of renewal.
The prices mentioned on the Site are exclusive of taxes and expenses, in particular travel expenses, and each of the Parties is responsible for paying any applicable taxes.
10.1 Insurance: The Service Provider declares that it is insured for general liability with a reputable and solvent company for all material and immaterial damage resulting from the execution of the order by its staff or collaborators.
The Service Provider is and remains the owner of the property rights, in particular intellectual property rights, relating to any element of the Solution and/or the Site, and more generally to the IT infrastructure of the Solution and/or the Site (in particular text, graphics, logos, names, brands, designations, functionalities, images, sounds, data, etc.).
The present Contract does not confer upon the Customer any right of ownership over the Solution and/or the Site. The temporary provision of the Solution under the conditions set out in the Contract shall not be construed as the transfer of any property rights whatsoever to the Customer.
In this respect, the Customer shall in particular refrain from reproducing, representing, downloading, copying, altering, transmitting, distributing, selling, renting, licensing or exploiting, in whole or in part and in any manner whatsoever, on any medium whatsoever, the Solution and/or the Site and/or any element of the Solution and/or the Site.
The Customer is responsible for compliance with all the provisions of the Contract by Users and Guests.
Content generated by the Customer using the Solution remains the sole property of the Customer and is always accessible via the Solution or API for extraction or consultation for the duration of the Contract.
The Service Provider represents and warrants that:
13.1 The Parties are responsible for the performance of their obligations under the Contract.
13.2 The Service Provider is bound by a general obligation of means, whether in the use, availability or purposes of the Solution.
Accordingly, the Service Provider may not be held liable, in particular, if the results obtained by the Customer using the Solution do not correspond to the Customer’s expectations or do not provide the Customer with the expected result, or a high-performance result.
13.3 In addition, and in any event, in the event of proven fault on the part of the Customer, the Service Provider shall only be liable for the pecuniary consequences of direct and foreseeable damage resulting from the performance of the Agreement. Consequently, the Service Provider shall under no circumstances be liable for any indirect or unforeseeable loss or damage suffered by the Customer or Third Parties, including in particular any loss of profit, loss, inaccuracy or corruption of files or data, commercial loss, loss of sales or profit, loss of clientele, loss of opportunity.
In all cases, the amount of the Service Provider’s liability is strictly limited to the reimbursement of sums actually paid by the Customer between the last renewal date of the Contract and the date of occurrence of the event giving rise to liability.
13.4 The Service Provider shall under no circumstances be held liable for any damage in the event of loss caused by an interruption or reduction in service by the telecommunications operator or electricity supplier, or in the event of force majeure as defined by case law. Contractually, and in agreement with the Customer, the Parties agree to qualify computer attacks as cases of force majeure.
13.5 The solution is not designed for use in emergency services, and the Provider assumes no responsibility for such use. The Provider shall not be liable for any damages if the Solution is used in the context of emergency services such as, but not limited to, police, fire and ambulance services. Use of the Solution in emergency services is entirely at the Customer’s risk.
14.1 For details of our privacy policy, please consult this page:
https://cdware.com/en/privacy-policy/
14.2 You are entirely responsible for the security of all usernames and passwords (your “Login Information”). If you believe that the security of your Login Information has been compromised, or if you suspect that it is being used in an unauthorized manner, you must notify us immediately. If we suspect, in our reasonable opinion, fraudulent or unauthorized activity in your account, we reserve the right to terminate or suspend your access to our website and/or any applicable service, and we will contact you to inform you of this decision.
This Agreement expresses the entire agreement between the Parties. It replaces any previous agreement between the Parties having the same object. Any modification of a provision of this Agreement must be the subject of a prior amendment, duly signed by each of the Parties.
The fact that one or other of the Parties does not avail itself, at a given time, of any of the present conditions of the Contract, may not be interpreted as a waiver of the right to subsequently avail itself of any of the present conditions.
The nullity of one of the clauses of the present Contract shall not entail the nullity of the whole, and in general, if one or more stipulations of the Contract are held to be invalid or declared as such in application of a law, regulation or following a final decision of a competent court, the other stipulations shall retain all their force and scope.
The Parties hereby agree to replace the clause declared null and void with a clause that is as close as possible in content to the clause initially agreed, and in view of the Parties’ initial intention, so as in particular to maintain the economic balance of the Contract.
The same principles will apply in the case of incomplete provisions.
16.1 The validity, performance or non-performance, interpretation and termination of the Agreement shall be governed by Quebec law.
16.2 Any dispute arising between the Parties, relating in particular to the interpretation and/or validity and/or performance/non-performance and/or termination of this Agreement, shall be submitted to the jurisdiction of a Quebec court.
