SYNERDEV MARKETPLACE LICENSE TERMS

IMPORTANT - This is a courtesy translation of the original French version. In case of ambiguity or discrepancy, only the French version shall prevail.

SYNERDEV INC. provides you with a marketplace-type platform (web, mobile application, API, etc.). The following terms are used:

1. « HYPRASOFT » refers to this platform;
2. « Synerdev », « company » and « We » refer to Synerdev Inc;
3. « professional » refers to the person who provides a service to the end customer;
4. « provider » means a person, legal or computer system who offers a service to the professional;
5. « customer » means a person, legal or computer system who receives the service;
6. « user » means any person, legal or computer system who has the authorizations to access HYPRASOFT in particular (professional, provider and customer);
7. « Service » refers to all the services offered on HYPRASOFT (collaboration, advertising, exchange and offering of product/service).

HYPRASOFT allows different users to collaborate, advertise, exchange, and offer products or services. HYPRASOFT ensures the smooth operation of transactions between users within the limits of its authority. HYPRASOFT is not responsible for the actions of any user, nor for the quality of the services exchanged. As a platform, HYPRASOFT regulates the relationships between users. For proper functioning, these rules may be changed at any time without prior notice. HYPRASOFT may at any time exclude a user or restrict their actions on the platform without justification or prior notice. By connecting to HYPRASOFT, the user accepts these rules.

Below you will find details of our general conditions of use for HYPRASOFT.

During operations, HYPRASOFT collects information and data. To learn more about our policy regarding the use of your personal information, please visit this site Privacy Policy. The terms of the privacy policy are incorporated into as a part of this agreement.
 
Below you will find the details of our general terms and conditions of use for HYPRASOFT.

If you do not agree to these terms, you must immediately cease all use of HYPRASOFT and remove all our Applications from any device on which they have been installed. Please also note that these terms may change from time to time and it is your responsibility to check for updates.

• Scope of the license. This license granted to you for the Licensed Applications (or the HYPRASOFT platform) by us is limited to a non-transferable license to use the Licensed Applications on any supported device (phone, tablet, PC, etc.) that you own or control, as permitted by the Privacy Policy stated on our website. This license does not authorize you to use the Licensed Applications on any supported device (phone, tablet, PC, etc.) that you do not own or control, and you may not distribute or make the Licensed Applications available on a network where they could be used by multiple devices simultaneously. You may not rent, lend, sell, redistribute, or sublicense the Licensed Applications. You may not copy (except as expressly permitted by this license and the terms of use), decompile, reverse engineer, disassemble, attempt to derive the source code, modify, or create derivative works of the Licensed Applications, any updates, or any part thereof (except to the extent and only to the extent a prior restriction is prohibited by applicable law or to the extent the license terms governing the use of any open-source component included in the Licensed Applications). Any attempt to do so constitutes a violation of the rights of Synerdev and its licensors. If you violate this restriction, you may be subject to legal action and liability for damages. The terms of this license will govern all upgrades provided by Synerdev that replace and/or supplement the original product, unless such an upgrade is accompanied by a separate license, in which case the terms of that license will prevail.
• Using HYPRASOFT. You may use the Services if you are registered and authorized to do so. We will not allow you to join us if you do not provide the information required for registration. Your continued access to and use of the Services constitutes your acceptance of and compliance with Terms herein.
• Customer’s undertakings and representations. You agree and represent:
  1. that you will comply with all applicable laws and regulations, and to the present Terms and Conditions;
  2. that all information and details provided by you to us are true, accurate and up-to-date in all respects and at all times. You can update or correct your details using HYPRASOFT;
  3. that you will not use the Services for any unlawful purpose or in any way that interrupts, damages, impairs or renders the Services less efficient or inefficient; use the Services to transfer files that contain viruses, Trojans, logic bombs, worms, corrupted data or other harmful programs or malicious software; access or attempt to access the accounts of other users of the Services; to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; penetrate or attempt to penetrate any security measures; to conduct or promote any illegal activities; to generate spam, unsolicited e-mail advertisements, junk mail, chain letters, or otherwise duplicative messages;
  4. in the event that someone accesses to HYPRASOFT using your account information, we will rely on that information and will assume that it is really you or your representative who is accessing the plateform (Websites or Applications). You are solely responsible for any and all use of your account information and all activities that arise in connection with the account. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as deemed necessary or reasonable, to ensure the security of our Website and your account, including without limitation, terminating your account, changing your password, or requesting additional information to authorize transactions on your account. You agree to be responsible for any act or omission of any users that access to HYPRASOFT (Websites or Applications) under your account information that, if undertaken by you, would be deemed a violation of these Terms. In no event and under no circumstances will Synerdev be held liable to you for any liabilities or damages resulting from or arising out of: (1) any action or inaction of Synerdev under this provision; (2) any compromise of the confidentiality of your account or password; and (3) any unauthorized access to your account or use of your password. You may not access another’s account at any time, without the permission of the account holder.
  5. that you will cooperate in relation to any financial crime screening that is required and to assist us in complying with any laws and card or financial institution rules or policies, and we may provide your personal information to third parties as part of any such process.
  6. You will cooperate with and support us in the event of a dispute over any transaction and you will extend this cooperation to the providers of credit and payment facilities.
• Costs of services.By using the Services, you agree that the following elements govern our relationship on the one hand and the contractual relationship with other users on the other:
  1. Synerdev Applications can be downloaded and installed on any compatible device;
  2. The Services will be provided to customers by you, the professional, in accordance with the rates established either by the Suppliers, or by mutual agreement with the customer, or possibly by local authorities
  3. The Services can be rented monthly by you or paid for per unit;
  4. Rented services are payable at the beginning of the month; a pro rata amount will be added if the rental begins in the middle of the previous month;
  5. Any offer or transaction that is accepted and not cancelled will be charged, by us or by the supplier of the offer, by commission or as a percentage of the total value of the offer or transaction;
  6. Services charged per unit (offer or transaction) will be billed and paid at the beginning of the following month.
  7. Payments can be made in cash, by direct debit, by Interac e-Transfer or credit/debit card and are non-refundable;
  8. Failure to pay all or part of the required amount will result in the immediate suspension of all Services offered by the platform. Reactivation of the Services will be considered a new activation and will be billed at the applicable rate;
  9. If you (the professional) are unable to get paid in full or in part by the customer, the Services will still be charged as at the time of acceptance of the offer;
  10. We have the right to withdraw any Service without notice when : (1) You do not have, or no longer have, the authorizations or knowledge required to offer the Service; (2) You are not running the Service yourself; (3) The quality of the Service provided is unsatisfactory.; (4) The Service provider requests it; (5) You are causing a financial loss to the company; (6) It is reasonably believed that you would not be able to honor the payments to the company; (7) We have proof that you deliberately cancelled offers received or that you made false declarations of cancellation; (8) You cause any direct or indirect loss to the company.
• Termination. The license is effective until terminated by You or the company. Your rights under this license will terminate automatically without notice from us if You fail to comply with any term of this license. Upon termination of the license, You shall cease all use of HYPRASOFT, and destroy all copies, full or partial, of the Synerdev Applications.

  We reserve the right to suspend, restrict or terminate your access to HYPRASOF at any time without notice if we have reasonable grounds to believe you have breached any of these Terms. This shall not limit our right to take any other action against you that we consider appropriate to defend our rights (including any injunctive relief) or those of any other person.

  We are not liable to you or any other party for any termination of your account or access to HYPRASOFT. Termination of your account will not modify, change or void any payment obligations you may have incurred through your use of HYPRASOFT, whether such obligation is to us or a third party.

• Services: Third Party Material. HYPRASOFT may allow you to access its Services and those of third parties. Use of the Services may require internet access and acceptance of additional terms of use.

  You understand that by using any of the third party services, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language.

  By using the third party services, You acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to You or any other person for any third-party services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to You. Location data provided by any Services is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither us, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of stock information or location data displayed by any Services.

  You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and You shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that we are not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the Services.

  We have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any materials on or through HYPRASOFT. You waive and hold harmless the company from any claims resulting from any actions taken by the company during or as a result of its investigations and from any actions taken as a consequence of investigations by either the company or law enforcement authorities.

• No Warranty. You expressly acknowledge and agree that use of HYPRASOFT is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. to the maximum extent permitted by applicable law, the Synerdev Applications and any services performed or provided by the licensed applications ("services") are provided "as is" and “as available”, with all faults and without warranty of any kind, and we hereby disclaims all warranties and conditions with respect to the licensed applications and any services, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of legal warranty as to quality or fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third party rights. We do not warrant against interference with your enjoyment of the licensed applications, that the functions contained in, or services performed or provided by, the licensed applications will meet your requirements, that the operation of the licensed applications or services will be uninterrupted or error-free, or that defects in the licensed applications or services will be corrected. No oral or written information or advice given by us or our authorized representative shall create a warranty. Should the licensed applications or services prove defective, you assume the entire cost of all necessary servicing, repair or correction. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to you.

  8. Limitation of Liability. To the extent not prohibited by law, in no event shall we be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to your use or inability to use the licensed applications, however caused, regardless of the theory of civil liability (contractually, torts or otherwise) and even if we have been advised of the possibility of such damages. Furthermore, we are not responsible for the behavior, actions or inactions of Provider and Customers whether or not they are users of the Services. Any agreement for the provision of services is between you and the Provider or the Customer and not between you and Synerdev. We simply provide a platform using technology to introduce provider, professionals and customers and facilitate payments in certain circumstances. Synerdev disclaims all liability for your interactions with Providers and Customers and their use, whether or not they are users of the Services.

• Indemnification. You convene and agree to compensate, defend, and fully indemnify and hold harmless the company, its parents, subsidiaries, affiliates, any related companies, its licensors and their respective officers, directors, employees, members, attorneys, contractors, agents, licensors and suppliers from and against any and all claims, legal proceedings, liabilities, damages, judgments, awards, losses, costs, and expenses or fees (including reasonable attorneys’ fees and costs on an attorney-client basis) arising out of or in connection with (1) your violation or breach of any of these Terms or your use of HYPRASOFT, including, without limitation, any use of the Website’s content and services other than as expressly authorized in these Terms or your use of any information obtained from HYPRASOFT, (2) your use of any the services of any Provider, whether or not arranged through the Services, or (3) otherwise as a result of your negligence or willful misconduct. You agree not to settle any such matter without the company’s prior written consent.
• Release. You hereby release the company, its officers, employees, agents and successors from claims, demands, any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of any HYPRASOFT users or third-party websites.
• Transfer of rights. We may wish to transfer our rights or obligations or sub-contract our obligations under these Terms to another legal entity. You agree that we may do so provided that this will not adversely affect the standard or Service you receive under these Terms. As set out hereinbefore, you may terminate your agreement with us at any time. However these Terms and Conditions are personal to you. You may not transfer your rights or obligations to anyone else.
• Independent provisions. If any part of these Terms is disallowed or found to be ineffective, invalid or unenforceable, such provision shall be struck and the remaining provisions shall continue to apply.
• Modifications. We are constantly looking for ways to improve and expand the Services. We may, in our sole discretion, amend or modify these Terms from time to time. It is your responsibility to check these Terms, as they are binding on you. Your continued use of HYPRASOFT following the posting of changes to these Terms constitutes acceptance of any changes. You can terminate at any time as set out hereinabove.
• Election of domicile and forum. This Agreement shall be governed by and construed in accordance with the law of the Province of Quebec and the federal laws of Canada applicable therein, without regard to the choice or conflicts of law rules. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Services shall be subject to the exclusive jurisdiction of the provincial and federal courts located in the Province of Quebec, district of Montreal, with the exception that the Company may seek relief in any court of competent jurisdiction to protect or enforce its intellectual property and propriety rights. You irrevocably consent to the jurisdiction of and venue in such courts (and of the appropriate appeal courts therefrom) and irrevocably waive, to the fullest extent permitted by law, any objection that you may have now or hereafter as to inconvenient forum.
• Complete agreement. These Terms and Conditions constitute the entire agreement between you and the company and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.