USE OF THE PLATFORM

1. Access and Use. You are allowed to access and use the Platform solely in connection with your usage of Cazimut’s software and services, and in accordance with these Terms.

2. Account Creation. To access and use the Platform it is required that you create a user account. If you create an account, you must complete the registration process by providing Cazimut with current, complete, and accurate information as prompted by the applicable registration form. You will also choose a unique username and a safe password. In case of a breach of this Subsection 1.2, Cazimut may end your right to access and use the Platform, at its sole discretion.

3. Responsibility of the Account. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Cazimut immediately of any unauthorized use of your account or any other breach of security.

4. Liability for Account Misuse. To the extent permitted by applicable laws, Cazimut will not be liable for any loss, including the loss of data associated with your account, that you may incur as a result of someone else using your password or account, either with or without your knowledge. You could be held liable for losses incurred by Cazimut or another party due to someone else using your account or password.

5. Use of Other Accounts. You may not use anyone else’s account at any time, unless with the permission of the account holder as her or his duly authorized mandatary.

6. Restrictions. You shall not i) use the Platform for purposes other than in accordance with these Terms, ii) copy, distribute, or disclose any part of the Platform in any medium, including by any automated or non-automated web scraping tool or technique, iii) use any automated system, including "robots," "spiders," and "offline readers", to access the Platform, iv) transmit, via the Platform, spam or other unsolicited content, v) attempt to interfere with the servers running the Platform, compromise their system’s integrity or security, or decipher any transmissions to or from them, vi) take any action that, at our sole discretion, imposes, or may impose, an unreasonable or disproportionately large load on the Platform infrastructure, vii) upload invalid data, viruses, worms, or other malware through the Platform, viii) collect, extract or harvest, or attempt to, any personally identifiable information from the Platform, ix) impersonate another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity, x) interfere with the proper working of the Platform, xi) access any content on the Platform through any technology or means other than those provided or authorized by the Platform, xii) bypass the measures that Cazimut may use to prevent or restrict access to the Platform, including features that prevent or restrict use or copying of any content or enforce limitations on the use of the Platform or the content therein, xiii) modify, disassemble, decompile, reverse engineer, adapt or create derivative works from the Platform, or xiv) otherwise use the Platform in contravention with applicable law.

7. Suspension. Notwithstanding anything to the contrary in these Terms, Cazimut may temporarily suspend your access to any portion or all of the Platform if Cazimut reasonably determines that: (i) there is a threat or attack on any component of the Platform, (ii) your use of the Platform disrupts or poses a security risk to the Platform or to any other client of Cazimut; (iii) you are using the Platform for fraudulent or illegal activities; (iv) your use of the Platform is prohibited by applicable laws; or (v) your use of the Platform is in breach with the provisions of the present Terms or the Subscription Terms and Conditions (each, a “Suspension”). Cazimut shall use commercially reasonable efforts to provide you with a written notice of any Suspension and to provide you with updates regarding resumption of access to the Platform following any Suspension. Cazimut shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Suspension is cured. Cazimut shall have no liability for any damage, liabilities, losses (including any loss of profits), or any other consequences that you may incur as a result of a Suspension.

8. Investigations and Prosecutions. Cazimut reserves the right to investigate any breach of these Terms and to take appropriate remedies to the fullest extent permitted by law. You acknowledge that Cazimut has the right to ensure compliance with these Terms, applicable laws, orders and requirements of a court or governmental body. In case of violation of these Terms, Cazimut shall have the right, at any time and without notice, to disable your access or use to the Platform.

9. Account Termination. Cazimut may terminate your use and access of the Platform in accordance with the Subscription Terms and Conditions. Cazimut reserves the right to delete any account that has been inactive for a period of at least six (6) months, as well as any data associated with such account.

SERVICES

1. Changes to the Services. Cazimut reserves the right, at any time, to modify or discontinue the services offered through the Platform (or any part or content thereof) without notice. Cazimut shall not be liable to you or any third party for any modification, price change, suspension or discontinuance of the services.

2. System Service

   1. System Maintenance. Cazimut may take the Platform, or part of it, offline for scheduled maintenances.

   2. Critical System Maintenance. Notwithstanding paragraph 2.2.1, Cazimut may take the Platform offline for critical system maintenance. Cazimut shall advise you as soon as possible about such takedown but may nonetheless proceed with the critical system maintenance before advising you. What constitutes a critical system maintenance is at Cazimut’s sole discretion.

   3. Availability. Cazimut does not warranty the availability of the Platform or any content thereof, unless otherwise specified in the Subscription Terms and Conditions.

3. Compatibility. Cazimut does not warrant that the Platform or the services provided on the Platform will be compatible with, or remain compatible with, the browser or device you use. You are solely responsible for obtaining the necessary software to use Cazimut’s services.

COLLECTION AND USE OF INFORMATION

1. Collection and Use of Information. Cazimut may, directly or indirectly through the services of others, collect and store information regarding use of the Platform and about equipment through which the Platform is accessed and used, by means of: (i) providing maintenance and support services; (ii) security measures included in the Platform; and (iii) by transfer through the Internet. You agree that Cazimut may use such information for any purposes related to any use of the Platform by you, including but not limited to: (a) improving the performance of the Platform or developing updates; and (b) verifying compliance with the terms of these Terms and enforcing Cazimut's rights, including all intellectual property rights in and to the Platform.

2. Aggregated Data. Notwithstanding anything to the contrary in these Terms, Cazimut may monitor your use of the Platform, collect, and compile aggregated and anonymized data sets and decision models (the “Aggregate Data”). As between the parties, all rights, titles, and interests in and to the Aggregated Data, including any and all intellectual property rights therein, shall belong to and are retained solely by Cazimut. You acknowledge and agree that Cazimut may: (i) make the Aggregated Data publicly available in compliance with applicable laws; and (ii) use the Aggregated Data to the extent and in the manner permitted under applicable laws.

INTELLECTUAL PROPERTY

1. Trademarks. All trademarks (including words, expressions and logos) used by Cazimut for the purposes of distinguishing its own goods or services from those of others, are owned by Cazimut. Trademarks of Cazimut may not be used, reproduced or replicated, in whole or in part, without the prior written permission of Cazimut.

2. Copyright. All original works reproduced or published on the Platform are protected by copyright. The owner of the copyright in each work reserve all its rights in it. You acknowledge that it is an infringement of copyright for any person to do, without the consent of the owner of the copyright, anything that, by the applicable copyright statutes, only the owner of the copyright has the right to do.

3. Other Rights. The Platform may also be protected by industrial designs or patents. Cazimut reserves all rights to the Platform not expressly granted. You agree not to engage in the use, copying, or distribution of any content of the Platform other than when expressly permitted.

4. Feedback. Cazimut is free to use, profit, disclose, publish, keep secret or otherwise exploit any comments, suggestions or other ideas to improve or otherwise modify the Platform or any other Cazimut product or service ("Feedback"), without compensation or attribution to you or to any person responsible for this Feedback.

5. Documentation. Cazimut may, from time to time, provide you with documentation, online or in any material form, describing the features, operation and use of the Platform (the "Documentation"). You understand and agree that you may reproduce and use the Documentation only as necessary to support your use of the Platform and of Cazimut’s software.

6. Reverse Engineering. You shall not Reverse Engineer or attempt any Reverse Engineering of the Platform. “Reverse Engineering” includes any act of reverse engineering, translating, disassembling, decompiling, decrypting or deconstructing (including "cable sniffing" or "black box" reverse engineering) or any method or process of obtaining or converting any information, data, or software from one form into a human readable form.

CLIENT DATA

1. Use of Client Data. Unless it receives your prior written consent, Cazimut shall not access, process, or otherwise use the Client Data other than as necessary to perform the services and maintain or enhance the Platform’s performance and functionalities. Cazimut shall not intentionally grant any third-party access your Client Data, except subcontractors, investors or advisors that are bound by reasonable confidentiality provisions. For the purposes herein, “Client Data” means all the data you create, download, upload or use in connection with the Platform or otherwise disclose to Cazimut. Client Data does not include data and information related to your use of the Platform that is or may be used by Cazimut in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform or any other information reflecting the access or use of the Platform by you or on your behalf.

2. Risk of Exposure. You acknowledge and agree that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Platform, you assume such risks. Notwithstanding anything to the contrary in these Terms, Cazimut offers no representation, warranty or guarantee that the Client Data will not be exposed or disclosed through errors or actions of third parties.

3. Accuracy and Suitability. Cazimut shall not be responsible or liable for the inaccuracy or incompleteness of the Client Data. Moreover, you shall be solely responsible for ensuring that the Client Data transmitted or made available to Cazimut, whether or not gathered, created, processed or used in connection with the Platform is suitable for the purposes for which it is being transmitted or made available, including with respect to applicable law and your internal policies and obligations towards third parties.

CONFIDENTIAL INFORMATION

1. Definition. For the purposes of this Section 6,  "Confidential Information" means any material, non-public, Cazimut-related (including any trade secret) information, whether written or oral, whether or not it is marked as confidential.

2. Non-Disclosure. You agree to protect Cazimut’s Confidential Information with the same care and discretion applied to your own Confidential Information, but in no event less than reasonable care and discretion. Without limiting the foregoing, you agree to keep Cazimut’s Confidential Information secret, and to not disclose, copy or otherwise provide in part or in whole, to any third party, any Confidential Information.

3. Limited Uses. You may only use the Confidential Information for the purpose of using the Platform and Cazimut’s software.

4. Notice. You must promptly and in a timely manner, notify Cazimut if you are required by law to disclose any Confidential Information or has knowledge of any unauthorized disclosure of Confidential Information.

5. Survival. The present confidentiality obligations shall expire five (5) years from the date of disclosure, except for trade secrets, in which case, shall be held in confidence for so long as they constitute trade secrets.

HYPERLINKS

The Platform may contain hyperlinks to external Internet sites that remove you from the Platform (the "External Sites"). You acknowledge and agree that Cazimut is not responsible for the availability of these External Sites, nor for the accuracy of the content, products or services available on these External Sites. Hyperlinks to External Sites do not imply any endorsement or endorsement by Cazimut of such External Sites. You acknowledge that you assume all risks arising from your use of the External Sites. By using the Platform, you expressly release Cazimut from any liability arising from your use of any External Site.

DISCLAIMERS OF WARRANTY

The Platform is provided to you “as is” and “as available” without any warranties of any kind. To the fullest extent permitted by applicable law, Cazimut disclaims all warranties, expressed or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, freedom from errors, suitability of content, or availability. Cazimut may update the Platform without notice. Although Cazimut does everything in its power to ensure that the information presented on the Platform is complete and accurate, Cazimut cannot guarantee that such information is free of errors, omissions and inaccuracies. Cazimut makes no warranty regarding the quality of any content consulted or obtained through the platform.

You acknowledge and agree that Cazimut does not supply certified accountant, tax (CPA) or Chartered Financial Analyst (CFA) services, that use of the Platform is not a substitute for such services and that you must have all output data resulting from the processing of your input data with the Platform verified by a certified professional.

Neither Cazimut nor its parent, subsidiaries, affiliates, or their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors make any warranty, representation, or endorsement with respect to the completeness, security, reliability, suitability, accuracy, currency, or availability of the Platform. Without limiting the foregoing, neither Cazimut nor its parent, subsidiaries, affiliates or their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors represent or warrant that the Platfrom or any services or items found or attained through the Platform will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our Platform or the server that makes it available are free of viruses or other harmful components.

We cannot and do not guarantee or warrant that files or data available for downloading from the Platform will be free of viruses or other destructive code. You are solely and entirely responsible for your use of the Platform and your computer, internet, and data security. To the fullest extent provided by law, we will not be liable for any loss or damage caused by denial-of-service attack, distributed denial-of-service attack, overloading, flooding, mailbombing, or crashing, viruses, trojan horses, worms, logic bombs, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Platform or any services or items found or attained through the Platform or to your downloading of any material posted on it, or on any website linked to it.

LIMITATION OF LIABILITY

In no event will Cazimut be liable in connection with these Terns for any damages other than those that were foreseen or foreseeable at the time the obligation was contracted and that are an immediate and direct consequence of non-performance by Cazimut. Without limiting the foregoing, the following damages are expressly excluded: (a) increased costs, diminution in value, or lost business, production, revenues, or profits, (b) loss of goodwill or reputation, (c) use, inability to use, loss, interruption, delay, or recovery of the Platform (d) loss, damage, corruption, or recovery of data, or breach of data or system security, (e) cost of replacement goods or services, (f) error or omission which may occur in output data resulting from the processing of the Client Data with the Platform, or (g) consequential, incidental, indirect, special, aggravated, punitive, or exemplary damages, in each case regardless of whether such persons were advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

INDEMNISATION

By using the Platform, you agree to defend, indemnify and hold harmless Cazimut and its officers, agents, directors, employees, licensors and assigns from and against all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorneys' fees and costs) and all amounts paid in settlement arising from or relating to use of the Platform, or your violation of these Terms or the rights of third parties. Cazimut may assume the exclusive defense and control of any matter for which you have agreed to indemnify Cazimut and you agree to assist and cooperate with Cazimut in the defense or settlement of any such matters.

GENERAL

1. Survival of Provisions. The provisions that by their nature should survive termination of these Terms shall survive termination, including ownership and indemnification provisions as well as warranty disclaimers and limitations of liability.

Entire Agreement. These Terms and the Subscription Terms and Conditions replace any prior agreement between you and Cazimut regarding the matters contemplated herein and constitute the entire agreement between you and Cazimut.

Assignment. You cannot assign or transfer these Terms or any rights or obligations thereto.

Governing law. These Terms shall be governed, construed, and enforced in accordance with the laws of the Province of Quebec (Canada) and applicable federal laws, without regard for their conflict of laws rules.

Waiver. The negligence or delay by Cazimut to exercise a right, recourse, power or privilege in accordance with the Terms does not constitute a waiver of such rights, recourses, powers or privileges. To be valid, a waiver must be made in writing and signed by Cazimut. A written waiver to a default cannot be interpreted as constituting a waiver to any other default or default of the same nature which may occur in the future.

Invalidity or Unenforceability. In the event that one or many provisions of the Terms is declared invalid or unenforceable or inapplicable by a court of competent jurisdiction, such invalidity or inapplicability will not affect the validity or applicability of the other provisions of these Terms. These Terms will then be interpreted as if the invalid or inapplicable provision had never formed part of these Terms.

CONTACT US

Cazimut appreciates your comments, questions, and feedback, which may be sent to admin@braincaz.ca.

Responsible in Charge of the Protection of Personal Information

Jonathan Lacroix
Chief executive
1-866-918-9949
admin@cazimut.ca