Terms of service

1. AGREEMENT TO TERMS OF USE

These Terms of Use (the “Terms of Use”) apply to your access and use of the Convoflo™ platform (“Convoflo”) and the convoflo.com website (the “Website”).

Convoflo and the Website are the exclusive property of Knova Web Technologies inc. (“Knova Web”). Please read these Terms of Use carefully, as they are binding on you and on all persons you purport to represent. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT ACCESS OR USE CONVOFLO OR THE WEBSITE.

Knova Web reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use at any time and without advance notice. It is therefore your responsibility to check these Terms of Use periodically for changes. Whenever we update these Terms of Use we will indicate the date on which the changes were made and became effective. The provisions contained in these Terms of Use supersede all previous versions published or displayed on the Website. Your continued use of Convoflo or the Website following the posting of any update of these Terms of Use will mean that you accept and agree to the changes. You may not change these Terms of Use in any manner. As long as you comply with these Terms of Use, Knova Web grants you a personal, non-exclusive, non-transferable, limited license to access and use Convoflo and the Website for the purposes authorized herein.

2. OWNERSHIP AND CONTENT

You acknowledge that Convoflo and the Website (including all their original content, software, page headers, custom graphics, button icons, logos, names, marks, scripts, artworks, pictures, computer codes, designs, applications, data, texts, graphics, video and audio files, as well as the presentation, arrangement, coordination, enhancement and selection of such elements) are exclusively owned and controlled by Knova Web and are protected by Canadian and foreign laws relating to intellectual property rights. Your use of Convoflo or the Website does not transfer you any title, right or interest in and to Convoflo, the Website or their content, except as expressly provided in these Terms of Use. You also acknowledge that Knova Web owns all right, title and interest in and to any protectable suggestions, ideas, enhancements, requests, feedbacks and recommendations that you may provide or communicate to us in respect of Convoflo, the Website, their content or features.

3. PERMITTED AND PROHIBITED USES

You may use Convoflo and the Website for personal or business purposes in compliance with the Terms of Use. You may view, print, download or save content or data displayed on the Website provided that you do not (i) modify any such content or data, (ii) remove or alter any proprietary identification, marks, notices, or disclaimers displayed on such content or data, or (iii) use such content or data for purposes other than the purposes for which such content or data is displayed or made available on the Website.

Using Convoflo or the Website for any unauthorized or unlawful purposes or in a way that infringes the rights of Knova Web or other users (collectively the “Users” and each a “User”) is strictly prohibited. Without limiting the foregoing, you agree not to engage in the following prohibited activities (collectively, the “Prohibited Uses”):

1. copy, imitate, reproduce, republish, upload, post, transmit, modify, index, mirror, translate, encode, exploit or distribute in any ways any part of Convoflo or the Website or create any derivative work therefrom for any commercial purpose without the express prior written consent of Knova Web;

2. use Convoflo or the Website to transmit, distribute, publish, upload, make available, reveal, store or destroy content (a) in violation of any applicable law or regulation, (b) in a manner that would infringe the intellectual property rights, privacy rights or other personal rights of others, or (c) in a manner that is unlawful, defamatory, obscene, vulgar, threatening, abusive, hateful, or which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law;

3. use any "deep-link", "page-scrape", "robot", "spider" or any other automatic program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of Convoflo or the Website, or to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through Convoflo or the Website;

4. violate or attempt to violate or compromise the security or integrity of Convoflo or the Website, including, without limitation, (a) accessing data or services offered on or through Convoflo or the Website that are not intended for you, or logging into a system, network, server or account which you are not authorized to access, whether by hacking, password "mining" or any other illicit or illegitimate means, (b) attempting without proper authorization to probe, scan or test the vulnerability of Convoflo or the Website or any system or network connected thereto, or to breach their security or authentication measures, (c) attempting by any means to interfere with the proper working of Convoflo, the Website or their use or access by other Users, including, without limitation, by taking any action known as "flooding", "spamming", "mailbombing" or "crashing", or (d) uploading invalid data, viruses, worms, or other software agents on Convoflo, the Website or any system or network connected thereto;

5. send unsolicited e-mails, spams, or chain letters to Users, including promotions and/or advertising of non-authorized products or services;

6. attempt to decompile, disassemble or reverse engineer any portion of Convoflo or the Website;

7. pretend that you are, or that you represent, someone else, or impersonate any other individual or entity while using Convoflo or the Website;

8. access Convoflo or the Website for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;

9. reverse look-up, trace or seek to trace to its source any information on any other User, including any Convoflo account not owned by you; or

10. link the Website to any third-party website without the express written permission of Knova Web.

Prohibited Uses may result in civil or criminal liability. If you breach these restrictions, or otherwise exceed the scope of the licenses or other rights granted to you herein, you may be subject to prosecution and damages, as well as liability for infringement of intellectual property rights. Knova Web will investigate occurrences which may involve such violations, will report them to law enforcement authorities having jurisdiction if needed and will cooperate with such authorities in prosecuting Users who are involved in such violations.

4. CHANGES

Knova Web reserves the right, at any time and without prior notice or liability to you or any other person, to (a) correct any error, inaccuracy or omission displayed on the Website, (b) change the products and services advertised or made available for sale on the Website, the prices, fees, charges and specifications of such products and services or any other content displayed on the Website, and (c) change or discontinue any feature of Convoflo.

5. EQUIPMENT, ACCOUNTS AND SECURITY

Users are responsible for obtaining and maintaining all networks, computer hardware, software and other equipment needed to access and use Convoflo and the Website.

Convoflo is accessible only to Users who have created an account with a secret password. These passwords are used for authentication purposes, but Knova Web is not under any obligation to verify the identity or authority of a person using your password to access or use your Convoflo account. However, Knova Web may, at its sole discretion and at any time, deny the use of or the access to your account in case of any reasonable security concern.

When creating your Convoflo account, you must provide complete and accurate information and promptly update such information thereafter if required. You are solely responsible for any and all loss, damage or additional costs that you, Knova Web or any other person may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update it when required. You are solely responsible for the activity that occurs on your account and you must keep your password secure and confidential. You will be responsible for any damages incurred by Knova Web or any other User due to someone else using your Convoflo password or account. You may never use the account or password created or issued to another User without permission. You agree to promptly notify Knova Web in case of any unauthorized use or breach or suspected breach of security or your account or password. Knova Web reserves the right to cancel or suspend your account at any time without any notice or liability if you fail or refuse to comply with these Terms of Use.

6. USER CONTENT

Convoflo allows you to interact with other Users and to upload, exchange, share and submit data and content to the platform and to other Users (any such content or data a User submits, posts, displays, publishes, uploads or otherwise makes available on Convoflo is collectively referred to as the “User Content”).

By submitting User Content to Convoflo, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Knova Web a non-exclusive, royalty-free, perpetual, irrevocable, transferable, worldwide and sublicensable right and license to use, reproduce, adapt, display, store and distribute such User Content for the sole purpose of allowing you to use Convoflo as provided herein. You also hereby grant each User a non-exclusive license to access your User Content through Convoflo, and to use, reproduce and distribute such User Content as permitted through the functionalities of Convoflo and in accordance with these Terms of Use.

You are solely responsible for any User Content that you decide to upload or share on Convoflo and for any interaction or communication that you may have with other Users. You may not, and by using Convoflo and the Website you agree not to, post or submit User Content:

1. that violates third-party rights of any kind, including without limitation any rights of privacy and intellectual property rights;
2. that may create a risk of harm, loss, physical or mental prejudice or injury, emotional distress, death or disability to any other person;
3. that may create a risk of any loss or damage to any third-party property;
4. that may constitute or contribute to a crime, tort or any other illegal action;
5. that contains any information or content that is illegal, confidential, secret, privileged, or that you do not have a right to make available under any law or under contractual or fiduciary obligations;
6. that contains any obscene, sexually-explicit, libelous, defamatory, threatening, harassing, abusive, hateful, racist, sexist or embarrassing information or material, or that is otherwise immoral or inappropriate;
7. that discloses personally identifiable information or any private or personal matters concerning any person without such person’s consent;
8. that contains any unsolicited business opportunities, chain letters, pyramid scheme or advertising;
9. that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programs, algorithms, devices or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, computer, data or software.

Knova Web does not represent or guarantee the truthfulness, accuracy, or reliability of User Content posted or submitted by other Users, and you understand and agree that you may be exposed to User Content that is inaccurate, objectionable or inappropriate. Knova Web takes no responsibility and assumes no liability for any such User Content or any use made thereof by others Users, or for any interactions that you may have with other Users on or through Convoflo. Convoflo is a passive conduit for the secure and encrypted communication of User Content and Knova Web has no access to such User Content. We therefore encourage you to notify us should you become aware of any violation of these Terms of Use by any other User. If we are notified or become aware of any such violation by a User, we may investigate the matter further and we reserve our right, but without being obligated, to expel a User and prevent his/her further access to Convoflo.

7. THIRD-PARTY CONTENT

The Website and Convoflo may contain certain third-party content, refer to third-party products or services or link to independent third-party websites (collectively, “Third-Party Content”). Such Third-Party Content may be provided by Knova Web as a convenience or by other Users. Knova Web does not control, is not responsible for and does not endorse such Third-Party Content. Once you choose to link to a third-party’s website from our Website or from Convoflo, these Terms of Use will then cease to apply. You should read carefully the terms of use and privacy statements of such third-party websites before using them. Your use of Third-Party Content is made at your own risk and you expressly relieve Knova Web from any such use and you expressly acknowledge that Knova Web is not liable for any claim or damage arising from, connected with, or relating to such uses or dealings.

8. ACCESS INTERRUPTION

We may from time to time and without notice interrupt or stop (permanently or temporarily) your access to the Website or to Convoflo for maintenance or updating purposes, and Knova Web shall have no liability for any loss or damage caused by such interruptions. The Website and Convoflo may also be subject to limitations, delays and other problems inherent to your Internet network, your electronic communications or your use of an outdated web browser. Knova Web is not responsible for any such delays, delivery failures, data loss or other damages resulting from such problems, which you acknowledge are not under Knova Web’s reasonable control.

9. PRIVACY AND PROTECTION OF PERSONAL INFORMATION

Knova Web may collect and process your personal and non-personal information when you access the Website and Convoflo. By accessing and using their features, you hereby consent to the terms and conditions of our privacy policy as posted on our Website, which terms are incorporated into these Terms of use by reference.

10. DISCLAIMER OF WARRANTIES

THE WEBSITE, CONVOFLO, THEIR CONTENT AND FEATURES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND KNOVA WEB EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF ACCURACY, ACCESSIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, MERCHANTABILITY, PERFORMANCE, DURABILITY, SECURITY AND RELIABILITY.

KNOVA WEB DOES NOT WARRANT THAT THE WEBSITE, CONVOFLO OR ANY OF THEIR COMPONENTS OR FEATURES WILL OPERATE ERROR-FREE OR UNINTERRUPTED, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, THAT THEIR USE WILL PROVIDE SPECIFIC RESULTS OR WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION OR IN A SECURE MANNER. KNOVA WEB DOES NOT WARRANT THAT THE WEBSITE, CONVOFLO OR ANY FILE OR DATA THAT YOU DOWNLOAD THEREFROM ARE FREE OF COMPUTER VIRUSES, CONTAMINATION OR OTHER HARMFUL OR DESTRUCTIVE MECHANISMS. YOU UNDERSTAND AND AGREE THAT YOUR ACCESS TO THE WEBSITE OR TO CONVOFLO AND YOUR USE THEREOF IS MADE AT YOUR OWN DISCRETION AND RISK. YOU ASSUME TOTAL RESPONSIBILITY THEREFOR.

11. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL KNOVA WEB BE LIABLE TO YOU OR ANY OTHER PERSON (AND YOU HEREBY AGREE TO RELEASE KNOVA WEB FROM ANY SUCH LIABILITY) ON ACCOUNT OF ANY ACCESS TO THE WEBSITE, CONVOFLO OR ANY USE OR MISUSE THEREOF. UNDER NO CIRCUMSTANCES SHALL KNOVA WEB BE LIABLE FOR ANY ALLEGED OR PROVEN DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO YOUR USE OF THE WEBSITE OR CONVOFLO, INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, BUSINESS, INCOME, PROFITS, USE, PRODUCTION, REPUTATION OR GOODWILL, ANTICIPATED OR OTHERWISE, OR ANY OTHER ECONOMIC LOSS, EVEN IF KNOVA WEB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE THAT KNOVA WEB IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING OUT OF, OR IN ANY WAY CONNECTED WITH (I) THE TRANSMISSION OF ANY COMPUTER VIRUS, CONTAMINATION OR OTHER HARMFUL MECHANISMS, THROUGH THE WEBSITE, CONVOFLO OR BY ANY OTHER MEANS; (II) ANY LOSS OR UNAUTHORIZED ACCESS OR ALTERATION OF YOUR ACCOUNT OR PASSWORD; (III) ANY FAILURE OR INABILITY TO DOWNLOAD OR UPLOAD ANY FILE, DATA OR CONTENT FROM THE WEBSITE OR CONVOFLO OR TO SEND OR RECEIVE ANY COMMUNICATION THROUGH THE WEBSITE OR CONVOFLO; (IV) ANY INFRINGEMENT OF RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS; (V) ANY PROHIBITED USE COMMITTED BY YOU OR ANY OTHER PERSON; (VI) THE TERMINATION OF YOUR ACCOUNT IN CONFORMITY WITH THESE TERMS OF USE; OR (VII) ANY DELAYS, INTERRUPTIONS, INACCURACIES, ERRORS, OMISSIONS OR CESSATION OF THE WEBSITE OR CONVOFLO, IN ALL OR IN PART.

THE EXCLUSION OF CERTAIN WARRANTIES AND THE LIMITATION OF CERTAIN LIABILITIES MAY BE PROHIBITED IN SOME JURISDICTIONS AND MAY NOT BE APPLICABLE TO YOU. TO THE EXTENT THAT A COURT OF COMPETENT JURISDICTION HOLDS KNOVA WEB LIABLE IN RESPECT OF ANY MATTERS ARISING UNDER OR INCIDENTAL TO THESE TERMS OF USE, THE TOTAL AND AGGREGATED LIABILITY OF KNOVA WEB TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OF THE WEBSITE OR CONVOFLO (WHETHER IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, STRICT LIABILITY OR OTHERWISE), WILL IN NO EVENT EXCEED THE AMOUNT OF CAD$250.

12. INDEMNITY

You agree to defend, indemnify, and hold harmless Knova Web and its subsidiaries, affiliated companies, employees, officers, directors and shareholders from and against any alleged or proven claims, actions, demands, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees and legal disbursements) arising from your use of and access to the Website or to Convoflo or your breach or violation of these Terms of Use, including the commission by you of any Prohibited Use.

13. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms of Use shall be governed by the laws of the Province of Quebec without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Any dispute or claim arising out of or in connection with these Terms of Use shall be resolved under the exclusive auspices of arbitration by the Canadian Commercial Arbitration Centre, by means of arbitration and to the exclusion of courts of law, in accordance with its General Commercial Arbitration Rules then in force. Such arbitration shall take place in Montreal, Province of Quebec. Nothing herein shall be deemed as preventing Knova Web from seeking injunctive relief from the courts as necessary to protect any of its proprietary interests, including to prevent the actual or threatened infringement, misappropriation or violation of its intellectual property rights.

14. GENERAL PROVISIONS

If any provision of these Terms of Use is held to be invalid or unenforceable for any reason, then the provision will be deemed to be severed from these Terms of Use and the remaining provisions will continue in full force and effect.

These Terms of Use enure to the benefit of and are binding upon each party and their respective successors, permitted assigns and legal representatives.

These Terms of Use supersede any previous version thereof and constitute the entire agreement between you and Knova Web with respect to the use of the Website and Convoflo.

You may not assign these Terms of Use or the rights and obligations thereunder. Knova Web may assign these Terms of Use and its rights and obligations thereunder without your consent.

No consent or waiver by a party to or of any breach or default by the other party in the performance of its obligations under these Terms of Use will be: (a) deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party; or (b) effective unless in writing and signed by all parties.