Terms & Conditions
Course Connect Inc. - Terms and Conditions
Effective date : January 07th, 2018
These terms and conditions (the “Agreement”) govern your use of the Services provided by Course Connect Inc., a corporation incorporated in Quebec, having a place of business at 406-2753, Sainte-Foy Road, Quebec city, Province of Québec, G1V4S3, and doing business under the name Blackbox App (“Course Connect”). You are required to indicate your acknowledgement and consent to this Agreement in order to access and use the Service or the Application. By checking the appropriate box and clicking on the “Sign Up” or “Sign In” button, you are acknowledging to the terms of this Agreement and are consenting to be bound by it.
If you agree to this Agreement on behalf and in the name of a legal entity such as a company, corporation, partnership, etc. (referred to as a “Business”), you represent and warrant that you have the power and authority to bind such Business to this Agreement.
IF, HOWEVER, YOU ARE UNWILLING TO AGREE TO THIS AGREEMENT OR DO NOT HAVE THE POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND THE BUSINESS, DO NOT CLICK ON THE BUTTON AND DO NOT ACCESS OR OTHERWISE USE THE SERVICES.
INTENDING TO BE LEGALLY BOUND, THE PARTIES AGREE AS FOLLOWS:
1 Definitions and interpretation
1.1 Definitions. The following terms have the following meanings:
(a) “Account” means an individual or Business (depending on the case) Blackbox App account.
(b) “Application” means the mobile application developed by Course Connect that is available on the Apple’s App Storefor download and installation on User’s mobile devices to use the functionality of the Services. Download, installation and usage of the Application is governed by and subject to the terms of this Agreement in addition to other applicable license terms and conditions, if any.
(c) “Confidential Information” has the meaning set out in Section 5.1.
(d) “Course Connect Access Codes” has the meaning set out in Section 2.6.
(e) “Course Connect Parties” has the meaning set out in Section 3.1.
(f) “Disclosing Party” has the meaning set out in Section 5.1.
(g) “Documentation” means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Application and Services provided or made available by Course Connect to User exclusively through the Application or the Apple’s App Store; provided, however, that Documentation specifically excludes any “community moderated” forums, as it may be provided or accessible through the Application.
(h) “Effective Date” means the date on which User has accepted to be bound by this Agreement.
(i) “Feedback” has the meaning set out in Section 3.1.
(j) “Services” mean the Blackbox App hosted service used for taking smart notes that instantly transcribes your voice. The Services includes all underlying proprietary technology (software, hardware, algorithms, code, processes, user interfaces, know-how, techniques, templates, designs and other tangible or intangible technical material or information) of Course Connect, its licensors and service providers. The Services also includes (a) system administration, hosting, system management, and system monitoring activities performed by Course Connect in connection with the mobile Application made available by Course Connect and (b) associated technical support and software maintenance regarding the Services and the Application.
(l) “Receiving Party” has the meaning set out in Section 5.1.
(m) “Term” has the meaning set out in Section 8.1.
(n) “Third Party Components” means software or services that are not part of the Services, that are delivered or performed by third parties independently of Course Connect and that interoperate or integrate with the Services. Our Third Party Components are Firebase, Intercome, G Suite, Stripe and other third party cloud storage services such as IBM Cloud.
(o) “User” means you, an Account holder accepting this Agreement, being a physical person or a Business.
(p) “User Data” means all data of User that is collected, stored, transmitted, displayed or otherwise processed using the Services and the Application.
2.1 Provision of Services. Course Connect will host and make the Services and the Application available to User pursuant to this Agreement during the Term. Course Connect may update and modify the Services at any time. User will benefit from the modifications and improvements that Course Connect may bring to the Services during the Term. User acknowledges that Course Connect has no delivery obligation and will not deliver copies of the software comprising the Services or the source code of the Application to User pursuant to this Agreement.
2.2 Availability. Course Connect will use commercially reasonable efforts to make the Services available with minimal downtime; however, the following are excepted from availability commitments: (a) planned or unplanned maintenance downtime, or (b) any unavailability caused by circumstances described in Section 9.9, or (c) the unavailability or modification by third parties of Third Party Components.
2.3 Account. User must have an Account to use the Services and is responsible for the information it provides to create the Account, its passwords for the Account, and for any use of its Account. If User becomes aware of any unauthorized use of its password or the Account, User will notify Course Connect as promptly as possible. User must not allow access to, or use of, the Services by anyone that does not have an Account.
2.4 User Responsibilities. User agrees that it will not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit the Services or make the Services available to any third party or as otherwise contemplated by this Agreement; (b) interfere with or disrupt the integrity or performance of the Services; (c) attempt to gain unauthorized access to the Services or its related systems or networks; (d) use or knowingly permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Services or the Application; (e) access the Services or the Application for the purpose of building a similar or competitive product or service; (f) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services, the Applications or any part thereof or otherwise attempt to discover any source code or modify the Services or the Applications.
2.6 Third-Party Web Sites, Products and Services. The Services may rely on or require that User accesses Third Party Components. If User elects to use the Services with Third Party Components, User agrees that: (i) its use of Third Party Components must at all times comply with the terms of service governing such offerings, and (ii) Course Connect has the right to export and import User Data to and from such Third Party Components for purposes of delivering the Services purchased by User. User's use of Third Party Components must always comply with the terms of service or licensing terms governing such Third Party Components. User understands and agrees that the availability of the Services, or certain features and functions of the Services, may be dependent on the corresponding availability of Third Party Components or specific features and functions of Third Party Components. Course Connect will not be liable to User or any third party if changes in Third Party Components cause the unavailability of the Services or any feature or function of the Services. Course Connect does not make any representations or warranties regarding any such Third Party Components. To the extent that Course Connect requires that User grant Course Connect authorizations, passwords or other user credentials to a Third Party Component ("Course Connect Access Codes") to retrieve User Data or to enable interoperability with the Services, User will promptly provide such Course Connect Access Codes. Course Connect will not share, reassign, divulge or disclose any Course Connect Access Codes except to Course Connect employees or authorized contractors specifically engaged in the performance of the Services. Course Connect Access Codes constitute User's Confidential Information under this Agreement.
3 PROPRIETARY RIGHTS
3.1 Services and Application. Course Connect, its licensors and its service providers (together the "Course Connect Parties") own all right, title and interest in and to the Services and the Application, including all related intellectual property rights. Course Connect reserves all rights not expressly granted to User under this Agreement. User will not delete or in any manner alter the copyright, trademark, and other proprietary notices of Course Connect appearing on the Services, the Application or any portion thereof. Additionally, Course Connect exclusively owns all right, title and interest in and to all suggestions, enhancement requests, recommendations or other feedback provided by User relating to the Services or the Application ("Feedback"), and User hereby assigns to Course Connect all its right, title, and interest in and to the Feedback, including all intellectual property rights and waives its moral rights thereof. At Course Connect' reasonable request and expense, User will execute necessary documents and take such further acts as Course Connect may reasonably request to assist Course Connect to acquire, perfect and maintain such intellectual property rights in the Feedback.
3.2 User Data. As between Course Connect and User, User exclusively owns all right, title and interest in and to all User Data. User Data is deemed Confidential Information of User under this Agreement. User will obtain and maintain any required consents necessary to permit (a) User’s use of the Services and (b) accessing and processing of the User Data under this Agreement.
3.3 Statistical Information. Course Connect may monitor User's use of the Services and Application and use the corresponding data in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Services or to support benchmarking or similar features of the Services. User agrees that Course Connect may make such information publicly available, if such information does not incorporate any identifiable User Data and/or identify User, its Confidential Information or the Users without their consent. Course Connect retains all intellectual property rights in such statistical and performance information. In some cases, Course Connect may monitor the individual use of the Services and Application by the User in order to provide all of the features the Services and the Application have to offer. This monitoring will not be utilized by Course Connect to compile statistical and performance information.
4 ACCESS RIGHTS AND LICENSE
4.1 Grant.Subject to the terms and conditions of this Agreement, Course Connect grants to User for his personal use and for the Term:
(a) the right to access the components of the Services and Application and to use their functionalities on one device; and
(b) a non-exclusive, non-transferable license to (i) use, and (ii) copy, for the purpose of downloading, installing and executing, the number of copies for which User is allowed by the download site of the Application, on a single device that User possesses or controls to use the Application for accessing and use the Services.
5.1 Definitions. "Confidential Information" means all confidential or proprietary information of a party (the "Disclosing Party") disclosed to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the scope of this confidentiality undertaking, the parties acknowledge and agree that: (a) User Confidential Information includes the User Data; (b) Course Connect Confidential Information includes the non-public elements of the Services and Application.
5.2 Treatment of Confidential Information. The Receiving Party must: (a) use the same degree of care to protect the confidentiality of the Disclosing Party's Confidential Information that it uses to protect its own Confidential Information (but in no event less than reasonable care); and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's permission.
5.3 Exceptions. Confidential Information does not include information that: (i) is or becomes publicly available without a breach of any obligation owed to the Disclosing Party; (ii) is already known to the Receiving Party at the time of its disclosure by the Disclosing Party, without a breach of any obligation owed to the Disclosing Party; (iii) following its disclosure to the Receiving Party, is received by the Receiving Party from a third party without breach of any obligation owed to the Disclosing Party; or (iv) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information.
5.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, regulation or legal process or to enforce its rights under this Agreement. The Receiving Party must, however: (i) provide the Disclosing Party with prompt written notice of the requirement to disclose, (ii) provide the Disclosing Party with reasonable assistance in the event the Disclosing Party wishes to oppose or contest such disclosure, and (iii) limit its disclosure to what is strictly required by law, regulation or legal process.
6 WARRANTIES; DISCLAIMERS
6.1 Warranties. Each party warrants that it has the legal authority to enter into this Agreement. Course Connect warrants to User that the Services and Application will materially conform with the relevant Documentation.
6.2 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, THE COURSE CONNECT PARTIES MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR THE APPLICATION. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET OUT IN SECTION 6.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COURSE CONNECT PARTIES EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES. THE COURSE CONNECT PARTIES DO NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE SERVICES AND APPLICATION WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICES AND APPLICATION WILL MEET USER'S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE SERVICES AND APPLICATION WILL BE ERROR-FREE OR THAT ALL ERRORS OR DEFECTS IN THE SERVICES AND APPLICATION WILL BE CORRECTED; OR (F) THE SERVICES, APPLICATION OR SERVER(S) THAT MAKE THE SERVICES AND APPLICATION OPERATE ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. THE SERVICES AND APPLICATION MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COURSE CONNECT PARTIES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS. FOR GREATER CERTAINTY, IT IS EXPRESSLY PROVIDED HEREIN THAT THE SERVICES AND THE USAGE OF THE APPLICATION REQUIRE THE ACCESS TO THE INTERNET.
7 LIMITATION OF LIABILITY
7.1 Limitation of Liability. IN NO EVENT WILL COURSE CONNECT’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER PURSUANT TO CONTRACTUAL OR EXTRACONTRACTUAL LIABILITY, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT PAID TO COURSE CONNECT BY USER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY.
7.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL COURSE CONNECT BE LIABLE TO USER FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, THE APPLICATION AND/OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES OR THE APPLICATION, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF COURSE CONNECT AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE REASONABLY FORESEEN THEM.
Indemnification.User shall indemnify, defend, and hold harmless Course Connect, and all of its affiliates and their respective employees, officers, directors, agents, and representatives, from and against any and all liability, damage, cost, loss, and expense, including reasonable counsel fees, arising from any claim, suit, action, proceeding, or demand (each a “Claim”) by a third party arising from or occurring as a result of the breach by the User of any term of this Agreement or the derogatory use of the Services or the Application on the part of the User.
8 TERM AND TERMINATION
8.1 Term of Services. User's right to use the Services and the Application begins on the date of acceptance of this Agreement by the User and continues for an unlimited period of time (unless terminated pursuant to Section 8.2or 8.3) therein (the "Term").
8.2 Termination for Convenience. User may terminate this Agreement at any time by contacting the Course Connect team at the email address provided below. Course Connect may also terminate the Agreement for convenience by providing a 5‑day prior notice to User.
8.3 Termination for Cause. This Agreement may be terminated by either party for cause as follows: (i) upon three (3) days written notice if the other party breaches or defaults under any material provision of this Agreement and does not cure such breach prior to the end of such three (3) day period, or (ii) effective immediately and without notice if the other party becomes insolvent or is the subject of a voluntary or involuntary petition in bankruptcy or of corporate reorganization or any similar relief or of an assignment for the benefit of creditors or appointment of a receiver for any reason or ceases to do business, or otherwise terminates its business operations, except as a result of an assignment permitted hereunder. Course Connect may temporarily cease performance of its obligations during any User cure period.
8.4 Retrieval of User Data. In the event of termination of this Agreement, User may request, up to 30 days after termination of this Agreement, the retrieval of the User Data and Course Connect will make such data available for download by User in CSV or audio format, depending on the nature of the data. Course Connect will have no obligation after such period to maintain or provide any User Data and will thereafter, unless legally prohibited or as needed to resolve dispute and enforce agreements, delete the User Data in its systems or otherwise in its possession or under its control.
8.5 Effect of Termination. Upon termination of this Agreement for any reason, User’s Account, including the right to access and use the Services and the Applications will cease and User will delete any Course Connect proprietary material (such as the Applications) from its systems and devices. Except to the extent expressly provided to the contrary herein, Sections 2.4, and 3through 9(except 4) will survive the termination of this Agreement.
9.1 Relationship. Course Connect and User are independent contractors, and this Agreement does not create a partnership, joint venture, employment or agency relationship between the parties. This is a non-exclusive arrangement.
9.2 Entire Understanding; Modifications. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, oral or written, regarding the subject matter covered by this Agreement.
9.3 Waiver. No waiver of any breach of this Agreement, and no course of dealing between the parties, will be construed as a waiver of any subsequent breach of this Agreement.
9.4 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the provision will be modified and interpreted by the court so as best to accomplish the intent of the original provision. The invalidity or unenforceability of any provision will not affect any of the other provisions of this Agreement.
9.5 Governing Law and Venue. This Agreement will be governed by and construed under the laws in force within the Province of Quebec, Canada, excluding its conflict of law rules. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. The courts located in Montreal, Province of Quebec, Canada will have exclusive jurisdiction to adjudicate any dispute relating to this Agreement. Each party hereby irrevocably consents to the exclusive jurisdiction of such courts.
9.6 Publicity. After obtaining User’s written consent, Course Connect may reference and use the name and trademarks of a Business User and may disclose the nature of the Services provided hereunder in Course Connect business development and marketing efforts, including without limitation its web site.
9.7 Assignment. Unless in connection with the sale of all or substantially all of its business whether by sale, merger, operation of law or otherwise, no party may assign this Agreement to any third party without the prior written consent of the other party, such consent not to be unreasonably withheld. Any purported assignment in violation of this Section will be void. This Agreement binds and benefits the parties, their respective successors and permitted assigns. There are no third party beneficiaries to this Agreement.
9.8 Notices. Any notice, consent or other communication of a legal nature under the Agreement must be given in writing and delivered by certified mail or recognized overnight courier service, by hand, or by email. In User’s case, such communication will be made to the address registered in User’s Account and in Course Connect’s case, such communication will be made to the following addresses: firstname.lastname@example.org. Such notice, consent or other communication will be deemed to have been given and received on the day it is actually delivered (or if that day is not a business day, on the following business day), unless it is delivered after 4:30 p.m., in which case it will be deemed to have been given and received on the next business day. A party may, from time to time, designate another address by transmitting a notice to the other party in accordance with this Section 9.8.
9.9 Force Majeure. No party will be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, change in applicable laws (ex. Privacy Laws) or any other cause beyond its reasonable control. If the force majeure event continues for more than thirty (30) calendar days, then either party may terminate the Agreement for convenience upon written notice to the other party.
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