1. Acceptance and Amendments to the Terms of Use

Please carefully read the conditions and other terms of use that follow (“Terms of Use”) by which you, as a user, agree to be bound by using or accessing any component of the online environment of ACCEO Solutions Inc. or any of its subsidiaries or affiliates, as the case may be (collectively “ACCEO”). These components are made available to you, inter alia, in order to provide you with data processing services or information relating to businesses, products and services offered by ACCEO, a Partner and/or a reseller, including the main website of ACCEO www.acceo.com, the SnapX commercial website www.snapx.com, the Web application snapx.acceo.com, the SnapX mobile application available via Google Play Store, Apple Store, as well as the SnapX back-office processing functionalities used by a SnapX Partner and/or reseller and any current or future downloadable software application published or put on line by ACCEO from time to time (collectively, the “Platforms”).

For the purposes hereof, the Platforms include, without limitation, the software, and network and back-office components used in order to provide functionality for said Platforms.

By using these Platforms, you acknowledge your acceptance of the Terms of Use, without modification or qualification. Said Terms of Use apply to each and every use of the Platforms, both current and future.

ACCEO may, at any time and without prior notice, amend the Terms of Use by publishing a new version thereof on the Platforms, in which case the applicable amendments made will be provided to you and will apply automatically upon your first use of the Platforms following this communication.

If you do not accept any of the Terms of Use, or any amendments thereto, as applicable, you shall refrain from accessing, viewing, consulting or downloading the Platforms or their Content (as defined below), nor shall you obtain or order products or services through the Platforms or use them in any other way whatsoever. If you do not comply with the Terms of Use, you will immediately, without further notice or delay, cease from being authorized to access and/or use the Platforms.

2. Our Conditions

The present General Conditions (“Conditions”) apply (i) to the order that you or your affiliated accountant (as applicable) have made and/or (ii) to the Agreement for the supply of Services which we have concluded with you (“Agreement”). The Conditions apply to the exclusion of all other conditions which you seek to impose or incorporate, or which are implicit in trade, customs, practices or habits.

These conditions apply to SnapX Customers and Partners. You acknowledge that if you are a Customer or a Partner, these conditions apply jointly to both parties.

“Customer” means any person who registers to use the Services, including Partners’ customers. As a Customer, you are responsible for all your Authorized Users who use the Services.

“Partner” means an accountant or public accountant, another software editor and/or a reseller. As a Partner, you are responsible for all your customers who use the Services.

“Authorized Users” means all users to which a Customer has authorized access to the Services.

Unique customer number: In order to follow the use of Services by Partners, customers and users and to prevent any unauthorized use of the Services, we will assign each user account a unique customer number.

3. Ownership and Copyright

You accept and acknowledge that the Platforms and all original works contained in the Platforms, including any work resulting from the selection or arrangement of any part of original works, belong to ACCEO and are protected by copyright. You shall not, without prior written authorization from ACCEO, perform or authorize any act which applicable law reserves exclusively for the holder of the copyright of an original work. Publication by ACCEO of files or any other information (“Content”) on the Platforms does not constitute a waiver by ACCEO of any copyright in respect of the original works of which it is the holder.

Subject to the limited authorization set forth in the section below entitled “Limited Use License”, and unless otherwise authorized in writing by ACCEO, as applicable, you shall not produce, reproduce, run, publicly present, publish, translate, transform, adapt, publicly communicate by telecommunication, record, post, broadcast, or distribute in any way whatsoever the Platforms or their Content which belongs to ACCEO, in whole or in part, except as provided as part of the authorized use of the Platforms in accordance with the Terms of Use, as the case may be.

4. User Content

Insofar as Content belongs to a user of a Platform, said user shall ensure that use of such Content with the Platform does not infringe upon any applicable statutory or regulatory requirements or third-party rights.

5. Limited Use License

ACCEO grants you a limited, non-exclusive and revocable license to use the Platforms and to view, consult, download and use Content which is voluntarily made available to you by ACCEO through the Platforms, provided that: (i) legends of Content ownership are not removed on copies thereof, (ii) Content is used solely for internal purposes and not for resale or distribution purposes whatsoever, (iii) Content is not copied or published on a network computer or broadcasted through any means whatsoever, (iv) no modifications are made to Content, and (v) no representation or warranty in respect of Content is made or given to anyone.

This license shall automatically be revoked if you do not comply with the Terms of Use. Moreover, this license may be revoked by ACCEO at any time, without cause, prior notice and at an inopportune time. Upon revocation of the license, you shall destroy all copies of any Content of Platforms in your possession, at your disposal or under your control, except for your user Content, as the case may be.

6. Your Obligations

1. You shall provide all the cooperation required for the present Agreement for the supply of Services; without affecting your other obligations under the present agreement, comply with all applicable laws and regulations with respect to your activities under the present agreement; ensure that partner users use the services and documentation in accordance with the present agreement and be liable for any breach of the present agreement (or of their agreement) by a partner user; obtain and maintain all necessary licenses (excluding licenses for the software that we use to provide the services), consents and authorizations required for us, our entrepreneurs and our agents to fulfil our obligations under the present agreement, including, but not limited to, the services; ensure that your network and your systems comply with the relevant specifications; ensure that each authorized user maintains a secure password for their use of the services and the documentation and that each authorized user keeps their password confidential; and, to the extent permitted by law and except as expressly provided in the present agreement, be the only person responsible for the procurement, maintenance and securing of your network connections and your telecommunication links between your systems and our data centres, as well as all problems, conditions, delays, failed deliveries and all other losses or damages resulting from or related to your network connections or telecommunication links or caused by the Internet.
2. You agree to pay the fees and costs of subscription, transactions or use of SnapX in accordance with your user, partner or other agreement and the pricing policy in effect when you use the Platforms. You also acknowledge that failure to pay the above-mentioned fees and costs could result in ACCEO withdrawing the user rights to the product and access to its content for you, your customers and your users. Consequently, you shall release ACCEO from all direct or indirect responsibility and from any direct or indirect damage resulting from this withdrawal of user rights for you, your customers and your users. Consequently, you agree to indemnify and save harmless ACCEO in the event of litigation by one of your customers or users, as applicable.
3. You shall respect the Snap X privacy policy, as well as your partner, use or user license agreement, as applicable, and the mobile application user agreement, available on the installation of said application.
4. You shall not access, store, distribute and transmit worms, Trojan horses, viruses and other similar items or similar devices, nor any material during your use of the services which: are illegal, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitate an illegal activity, depict sexually explicit images, encourage violence; are discriminatory based on race, ethnic origin, sex, colour, religious beliefs, sexual orientation or handicap; or are otherwise illegal or cause damages or injuries to any person or property, and we reserve the right, without liability or prejudice of our other rights towards you, to deactivate your access to any material which breaches the provisions of this clause.

Except to the extent permitted by any applicable law which cannot be excluded by an agreement between the parties and except to the extent expressly authorized by the present agreement:

1. You shall not attempt to copy, modify, duplicate, create derivative works, frame, mirror, republish, download, display, send or distribute any part of the Services and/or Documentation (as applicable) in any form or support whatsoever or through any means whatsoever.
2. You shall not decompile, reverse compile, disassemble, reverse engineer or otherwise reduce any of the Services to a human-perceivable form; access all or any part of the Services or Documentation in order to build a product or service which competes with the Services and/or Documentation; use the Services and/or Documentation to provide services to third parties; grant a license, sell, rent, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party (other than the Partner Users if you are a Partner); attempt to obtain, or help third parties to obtain, access to the Services and/or Documentation; exceed the limits of use as defined in your Plan or, if you are a Partner, delete or add (or attempt to delete or add) users different from your Partner Customers, or in any way manipulate the number of your Partner Customers, in order to ensure that you remain in the limits of use defined in your plan.
3. You shall do everything that is reasonably possible to prevent any unauthorized access or unauthorized use of the Services and/or Documentation and, in the event where you have knowledge of such an unauthorized access or an unauthorized use, you must inform us rapidly.

The rights provided by the present clause are only granted to you and are not considered as granted to one of your subsidiaries or to any holding company unless we agree otherwise.

You shall indemnify us for any loss or damage that we suffer due to your breach of the present clause or any other clause of the present agreement.

7. Prohibited Use

1. You agree not to use any automatic device, online service, program, algorithm, method or similar or equivalent manual process, to access, reproduce, or monitor any part of the Platforms or their Content for any purpose whatsoever, including to obtain or attempt to obtain Content by any means other than those authorized by ACCEO.
2. You agree not to obtain or attempt to obtain unauthorized access to: (i) the Platforms, (ii) other systems or networks connected to the Platforms, or (iii) a product or service offered on or through the Platforms by any means whatsoever, including by hacking, scanning or password mining.
3. You agree not to (i) probe, scan, or test the vulnerability of the Platforms, (ii) bypass any security or authentication measures on the Platforms, or (iii) use the Platforms in any way to extract or access Content other than that which ACCEO voluntarily makes available to you.
4. You agree not to use any means whatsoever to interfere or attempt to interfere with the proper functioning of the Platforms, including any action which imposes or may impose excessive stress or load on the Platforms or their infrastructure.
5. Unless you benefit from a written trademark license granted by ACCEO to that effect, you agree not to use, record or adopt, as a trademark or otherwise, any of the following: (i) terminology which contains or corresponds to any of the trademarks or trade names of ACCEO, or (ii) terminology bearing such a resemblance thereto that there is a significant likelihood of its confusion with any trademarks or trade names of ACCEO.
6. You agree not to access the Platforms or their Content nor to use or allow use or access thereof or thereto with a purpose considered illegitimate or unauthorized under the Terms of Use, or, without limiting the scope of the other provisions of the Terms of Use, in contravention of any applicable legislation or regulation, including as regards export matters. More specifically, you agree to not allow an unauthorized user to have access to the Platforms, directly or indirectly and to ensure, through all reasonable means, that the users who have access to the Platforms have the necessary user licenses in accordance with the pricing policy of the product and ACCEO. You can obtain a copy of the pricing policy by contacting ACCEO by email, by telephone or by chat.

8. Indemnify

You agree to indemnify and to hold ACCEO, its officers, directors, shareholders, employees, and other representatives harmless for and from any damage resulting from your breach of the Terms of Use, or from your inappropriate use of the Platforms, their Content or the trademarks or trade names of ACCEO.

9. Additional Terms and Conditions

You agree to comply with all the additional conditions of use corresponding to parts or specific functionalities of the Platforms, which are integrated into the Terms of Use by the present reference. In the event of a discrepancy between the Terms of Use and such additional conditions of use, the latter must prevail with respect to your use of the aforementioned parts or specific functionalities of the Platforms.

10. ACCEO Obligations

1. Where applicable, the obligations of ACCEO in respect of its products and services shall derive solely from the agreements specific to each of its customers pursuant to which such products or services are to be provided. No component of the Terms of Use, Platforms or Content shall modify such agreements.
2. At any time and without prior notice, ACCEO may make changes to products or services offered through the Platforms or to the prices applicable to such products or services. Content related to such products and services on the Platforms may become obsolete, and ACCEO shall be under no obligation to update or maintain Content on the Platforms regarding such products and services.
3. ACCEO is committed to the services being provided with reasonable skill and care. You agree that, even though ACCEO makes reasonable efforts to resolve any problems identified by you, the nature of software is such that no guarantee can be provided as to the resolution of a specific problem.
4. ACCEO does not warrant that: (i) your use of the Services will be uninterrupted or error free; or (ii) the Services, the Documentation and/or the information obtained by you through the Services shall meet your needs. ACCEO is not responsible for delays, failed deliveries or any other loss or damage resulting from the transfer of data over networks and communication installations, including the Internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of these networks and communication installations.

11. Availability of Services

We shall strive to make all reasonable efforts to make the Services available 24 hours per day, seven days a week, during the Subscription Period, except for planned maintenance made during the maintenance window which is generally between 12:00 p.m. and 1:00 p.m. or after 5:00 p.m. Quebec time, during working days. Note that it is possible that we perform unscheduled maintenance outside of regular hours, in the event of a critical situation where we would be obligated to update our systems to ensure security in relation with the use of our services.

12. Term and Termination

The present Agreement takes effect on the Effective Date and, except for early termination in accordance with the present clause, shall continue during the initial Subscription Period and, subsequently, the Agreement will be automatically renewed for successive periods (each one a “Renewal Period”), except if you are a Partner or a Customer, if applicable, one of the parties notifies the other party of the cancellation in writing, on notice of thirty (30) days. If you are a Customer only, you cancel the automatic renewal of the subscription by contacting our customer service by telephone.

13. Protection of Personal Information

ACCEO complies with the requirements to which it is subject under the applicable Canadian laws governing the protection of personal information. The ACCEO privacy policy available with the use of the software clearly establishes the terms and conditions on this level, as well as compliance with Quebec protection of personal information legislation.

14. Data Protection

In the present Agreement, the parties acknowledge that we are a Processor acting on your behalf and that, for the purposes of the present Agreement, the types of personal Data are: the names, contact information and other personal information appearing on downloaded invoices or receipts or any other item added or submitted to our attention, and the categories of Persons concerned are: your personal data and that of your Partner Customers and any other person identified in the documents downloaded by you (“Personal Data”). The parties acknowledge that the nature and purpose of the Processing is to allow us to provide the Services (which constitute the purpose of the Processing) or to provide analysis services like you request and the term of the Processing shall be the term of the present agreement.

We shall also act as controller with respect to our use of the personal data concerning you directly or your Partner Customers. We shall comply with our obligations under the data protection legislation with respect to Personal Data.

When we act as your Data Controller, we: Shall process the Personal Data only to the extent and in the manner necessary to provide Services and in accordance with your written instructions and the present clause; shall implement appropriate technical and organization measures in accordance with data protection legislation in order to guarantee a level of security adapted to the risks presented by this Processing; shall ensure that any person or any employee authorized to process Personal Data is subject to the appropriate privacy obligations; shall ensure, through a written agreement, that any subcontractor designated to discharge processing obligations under the present Agreement shall be, at any time during the commitment, subject to data processing obligations equivalent to those outlined in the present clause.

You hereby consent to our using the following subcontractors: (i) the members of our group; and (ii) the service providers that we designate (of which the list is available on request).

You acknowledge that the clause does not apply to the extent where we are bound by law to process the Personal Data otherwise than in accordance with your instructions and we acknowledge that, in such a case, we must inform you rapidly of the relevant legal requirement before the Processing (except if the law forbids the providing of such information for reasons of important public interest).

15. Disclaimer of Liability and Warranty

1. ACCEO does not warrant that the Platforms, their Content, or any Platform services or functions are free of defects, bugs or interruptions, or that any defects, bugs, or interruptions will be corrected, or that use of the Platforms will produce specific results.
   The Platforms and their Content are provided “as is”, without any express or implied warranty, including warranties respecting accuracy, non-infringement, merchantability and fitness for a particular purpose. ACCEO does not warrant that Content of the Platforms, including downloadable Content, is free of computer viruses or other disruptive components.
2. ACCEO reserves the right to modify, suspend or terminate at any time and without prior notice, access to the Platforms or their operation, in whole or in part, for any reason whatsoever, including for the purposes of their maintenance, the correction of defects, or other changes.
3. ACCEO disclaims any responsibility for the actions, omissions or behaviour of third parties with regard to your use of the Platforms or their Content. You shall be solely responsible for your use of the Platforms and their Content. Your only recourse against ACCEO in the event of dissatisfaction regarding the Platforms or their Content is cessation of their use.
4. Except where prohibited by law, under no circumstances shall ACCEO be held liable to you or a third party for any damage whatsoever related to the Platforms or their Content, including, without limitations, any damage caused by noncompliance, error, omission, interruption, erasure, defect, delay, computer virus, crash, theft, destruction, denied access, or force majeure, regardless of the basis for the claim and even if ACCEO has been advised of the possibility of such damage.
5. Except as expressly and specifically provided in the present agreement, you assume full responsibility for the results obtained through your use of the Services and Documentation, and conclusions drawn from this use. We shall have no liability or obligation for: (i) the advice that you provide to Partner Customers or any decision that you or your Partner Customers take; (ii) the advice that is provided to you by an affiliated Accountant or any decision that you or you or affiliated Accountant take or (iii) the accuracy or content of any submission that you make to a third party, and we shall not have any liability for any loss or damage caused this advice given or these decisions taken and all warranties, representations, conditions and all other terms of any nature whatsoever whether implied by legislation or common law are excluded from the present agreement, as far as legally possible under the applicable legislation.
6. Specific exclusions to the SnapX product: ACCEO cannot guarantee that the data and information that will be retrieved by the SnapX artificial intelligence algorithm are accurate and that they accurately represent the content that appears in the document that was digitized. In this context, it is up to the Partner, the Customer and the User, as applicable, to validate the content before transferring it to their accounting software. ACCEO cannot be held liable for the data that will appear in the customer’s accounting software at any time and in any way. Moreover, if the customer subscribes to a SnapX service or version which includes a manual processing of data by ACCEO employees, ACCEO commits to providing this service with prudence and diligence and, if applicable, to doing business with competent partners in the field. Despite this, manual input errors could occur and the Partner, the Customer and the User accept this situation.

1. Important notice

Any use of our application (defined below) is subject to the terms and conditions of the present license agreement (“Agreement”). Please read the entire Agreement carefully.

By downloading or using the Application or by clicking the Accept button below (as applicable), you confirm that:

1. You are 18 years of age or older.
2. You are using the application as an employee, agent or independent entrepreneur of an organization or a self-employed worker and you are not in a conflict-of-interest situation.
3. You use the App for internal business purposes only.
4. You accept and agree to be legally bound by all terms and conditions of the present agreement. If you do not agree, you must not download, install or use (or continue to use) the application.

2. Description of the mobile application

Our mobile application (hereinafter referred to as the App) is a “Bridge” type of application which can be used to make a copy or a photograph of a document and send it for analysis to the Snap X Web application. This App works in correlation with the Snap X Web application only.

3. License restriction

1. You accept that the license is personal. You cannot rent, lease, sublicense, lend, provide or make available the application, in any form whatsoever, in whole or in part, to anyone without our prior written consent.
2. If you sell a device on which the application is installed, you must remove the application from said device.
3. By using the App, your commitments are the following:
   • Not copy the App, except as part of the normal use of the App or when it is necessary for backup or operational security purposes.
   • Not translate, merge, adapt, vary, alter or modify the App, in whole or in part, nor allow the App to be combined with or be incorporated in any other program, in whole or in part, unless it is necessary to use the App on devices as authorized in the present terms and conditions.
   • Not decompile, reverse engineer or disassemble the software source code, whether in full or in part.
   • Comply with all applicable technological control or export laws and regulations which apply to the technology used or supported by the application.
   • Comply with the SnapX terms and conditions of use provided with the Web application, as well as the product’s privacy policy and the user or partnership agreement that you signed with ACCEO Solutions Inc. or one of its subsidiaries.
   • Use the App in compliance with the product documentation and technical specifications.

4. Application store conditions

The way that you can use the application can also be controlled by the rules and policies of the relevant application store from which the application was downloaded (such as Apple App Store or Google Play Store). The rules and policies of the applications store shall apply instead of the present terms and conditions in the event of a difference between the two.

5. Amendments to the present agreement

We can amend these conditions from time to time and we shall display any updated version on the application. You may be bound to read and accept the changes to continue to use the application, but in all cases, your continued use of the application will be considered as an acceptance of these changes. Use of the application will be considered an acceptance of all revised conditions.

6. Application update

From time to time, we can automatically update the application to improve performance, strengthen the functionalities, reflect the changes made to the operating system or process security problems.

If you choose not to install these updates or if you refuse the automatic updates, you may not be able to continue to use the application or the services provided via the website.

If you download or broadcast the application on a telephone or another device that does not belong to you, you must have the owner’s authorization. You will be liable for respecting these conditions, whether or not you are the owner of the telephone or device concerned.