Terms & Conditions

For Terms & Conditions related to our Legal and/or Realestate solution, please refer to this link: https://support.lexop.com/terms-policies/

Last updated: January 21, 2020

These Terms and Conditions ("Terms") govern your (as an individual or as an entity) relationship with the www.lexop.com website, any software or any software enabled service (collectively the "Service") operated or provided by Lexop Solutions inc. (“Lexop”,"us", "we", or "our"). 

You and Lexop may be referred to as the “Parties” to these Terms and individually a “Party”. 

Please read these Terms carefully before using the Service.

Your access to and use of the Service is based on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Service.

By accessing or using the Service, you agree to be bound by these Terms and accept all legal consequences. If you do not agree to these Terms, in whole or in part, please do not use the Service.

1. Service 

You may install, use, access, display, run, or otherwise interact with one copy of our software on a single computer, workstation, terminal, handheld PC, pager, “smart phone,” or other digital electronic device (“Computer”).

The subscription to the Service grants you the right to have unlimited users using the Service on as many Computers as needed (the “Subscription”). In the event that we offer a replacement or modified version of or any upgrade to the Service your continued use of the Service relies on your acceptance of such replacement or modified version of or upgrade to the Service and any accompanying superseding Terms.

 

2. Subscription, Fees, & Termination

You will pay and authorize Lexop to charge you using your selected payment method for all applicable fees. Fees are non-refundable except as required by law. You are responsible for providing complete and accurate billing and contact information (“Contact Information”) to Lexop. Lexop may suspend or terminate your Subscription if fees are past due or if you breach these Terms. Upon termination, we will assist you in extracting all your data.

After your trial (pilot) period has ended, you may use the Service on a yearly subscription basis. By default, you will be bound by a one (1) year Subscription, unless a longer length has been agreed upon. If you cancel your Subscription before its term, you will be charged nevertheless for the entire length of your Subscription. You may pay your yearly or multi-year Subscription on a monthly basis, or you may pay a lump sum at the beginning of the Subscription period. The latter may render you eligible for a discount, the whole at the discretion of Lexop. We undertake to send you a monthly or yearly invoice via email at the Contact Information. All invoices shall be accompanied by the details of your usage and the associated costs. You agree to pay us within thirty (30) days following the receipt of an undisputed invoice. 

Either Party may immediately terminate this agreement, upon written notice to the other Party, if the other Party is subject to proceedings in bankruptcy or insolvency, voluntarily or involuntarily, if a receiver is appointed with or without its consent, if the other Party assigns its property to its creditors or performs any other act of bankruptcy or if it becomes insolvent and cannot pay its debts when they are due. 

ln addition, the Parties may immediately terminate this Agreement, in whole or in part, in the event of a material breach by the other Party of its obligations hereunder, including a breach of any of the representations and warranties hereunder, provided that such breach is not cured within ten (10) business day (or one (1) business day in case of a security breach) of notification by the Party of such breach.

 

3. Accounts

When you create an account with us, you must provide information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your Subscription.

You agree that we can use your name, logo and trademarks for public relations activities including, without limitation, on our client list and on our website.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.

You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.    

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

 

4. No Warranties

You will be promptly notified if the Service is unavailable. Your sole and exclusive remedy for any failure to provide the Service is that Lexop will re-perform the applicable Service. We have no other responsibility or liability for any such outage or any failure to deliver an email, unless provided otherwise under Lexop’s Support and SLA Agreement (as applicable).

With respect to email deliverability, the Service will return a notice to the sender in real-time. If a sent email is not delivered to the recipient’s inbox, the Service will notify the sender of such delivery status (except for emails that are tagged as junk or spammed). There is no additional responsibility of Lexop to re-deliver that email. It is solely the responsibility of the sender to re-deliver that email. We are not responsible for emails that get spammed or that go to the recipient’s junk folder. The Service will charge the sender as soon as an email is sent, whether it’s delivered or not. Although we strive to offer you the best service, WE DO NOT GUARANTEE THE DELIVERY OF EMAILS because there are too many factors that are out of our control.

The Service is offered to you as a means to facilitate your communication with your customers. You are solely responsible of the regulation and legal ramifications underlying your email or sms campaigns. You are solely responsible for (i) the content of your campaigns, (ii) the incoming messages to your campaigns, and (iii) the outgoing strategy behind your campaigns.

 

5. Content

Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post to the Service, including its legality, reliability, and appropriateness.

You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

We reserve all rights to block or remove communications or materials that we determine to be: (a) abusive, defamatory, or obscene; (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark or other intellectual property rights of another or; (d) offensive or otherwise unacceptable to us in our sole discretion.

You acknowledge that, by providing you with the ability to view and distribute user-generated content on the Service, we are merely acting as a passive conduit for such distribution and we are not undertaking any obligation or liability relating to any content or activity on the Service.

 

6. Confidentiality

Lexop must guard against prejudicial interests and avoid any situation likely to create a conflict of interest between the Services performed for you and any other personal or professional situation or occupation. Lexop shall not use Confidential Information (as defined hereunder) for any purpose other than to exercise its rights and to perform its obligations under this Agreement. Lexop shall not copy or otherwise reproduce Confidential Information, or disclose, disseminate or otherwise communicate, in whole or in part, Confidential Information to any third party, without your prior written consent. Lexop further agrees that it shall safeguard Confidential Information from disclosure and, at minimum, use efforts commensurate with those Lexop employs for protecting the confidentiality of its own Confidential Information which it does not desire to disclose or disseminate, but in no event less than reasonable care.  All information provided by you remains your confidential and proprietary property and should be returned or destroyed upon your request in accordance with section 7 of these Terms. For the purposes of this Agreement, “Confidential Information” means any information conveyed verbally or in written form, including any information electronically exchanged or accessible via a virtual data room, which is confidential in nature or that is treated as being confidential and whether such information is acquired directly or indirectly such as in the course of discussions or other investigations during the term of this agreement or before its execution by Lexop, including but not limited to, a) assets, products, services and technologies developed or being your proprietary, including any Intellectual Property Rights; b) the operations, the employees, the business or financial information including any personal information of your employees and/or customers, suppliers, financial statements and forecasts, price determination, marketing, architectural plans and any other financial or strategic information; and c) the terms and conditions of this agreement and all information concerning the discussions of the Parties before the execution of this agreement. In no event shall the absence of mention by you that the information is confidential, shall preclude Lexop to treat as being confidential any information which would be considered confidential by someone exercising reasonable business judgment.

 

7. Return or Destruction of Documents

At the expiry or termination of this agreement or at anytime at your request, Lexop shall return to you all Confidential Information provided by you under the agreement, such as documents, files, computer equipment and data and all other element concerning this agreement, the business or customers’ data, under the format and medium required by you. If Lexop cannot return such Confidential Information, including any outdated Confidential information or placed on a defective media, whatever the medium, Lexop undertakes to destroy or permanently and safely erase the Confidential Information and an officer of Lexop shall certify that such Confidential Information has been destroyed or erased without possibility of recovery, without keeping a copy, subject however to Lexop’s duty to keep copies for the purpose of regulatory requirements or audits. If Lexop cannot return or safely delete the Confidential information, especially because  Lexop is required to keep copies for the purpose of regulatory requirements or audits, then Lexop undertakes to preserve the level of security and confidentiality of the Confidential Information and shall under no circumstances continue to process such Confidential Information.

8. Intellectual Property

The Service and all its related content, including but not limited to text, images, graphics or code are the property of Lexop and are protected by copyright, trademarks, database and other intellectual property rights. You may display and copy, download or print portions of the Content from the different areas of the Service only for your own non-commercial use. Any other use is strictly prohibited and may violate copyright, trademark and other laws. These Terms do not grant you a license to use any trademark of Lexop or its affiliates. You further agree not to use, change or delete any proprietary notices from Content downloaded from and via the Service.

 

9. Security Measures

Lexop shall maintain security measures in accordance with trade practices in the field of information security to ensure the confidentiality, integrity and availability during the term of this agreement and thereafter as long as your information is in Lexop’s possession. These measures include, without limitation,  (i) protecting the systems, including the equipment, servers and software, against any known vulnerabilities (ii) updating physical and logical access controls to information (iii) physical and/or logical isolation of the information and systems, according to current industry practices (iv) regularly make aware Lexop’s employees concerning information security and confidentiality (v) ensuring that any transmission of information between you and Lexop is secure to ensure confidentiality in transit and in accordance with your requirements regarding methods used by Lexop, and (vi) notify you immediately of any security breach or violation involving your information.

10. Indemnification

You agree to indemnify, defend and hold harmless Lexop, its principals, officers, directors, representatives, employees, contractors, licensors, licensees, suppliers and agents, from and against any claims, losses, damages, losses, obligations, costs, actions or demands related to (but not limited to):  (a) legal and accounting fees resulting from your improper use of the Service; (b) your breach of any of these Terms; (c) anything you post on or upload to the Service; and (d) any activity related to your account. This includes any negligent or illegal conduct by you, any person or entity accessing the Service using your account whether such access is obtained via fraudulent or illegal means.

11. Limitation Of Liability

To the fullest extent permitted by law, Lexop, its directors, employees, partners, agents, suppliers, or affiliates, shall not be liable for any loss or damage, direct or indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, resulting from (i) your access to or use of the Service; (ii) your inability to access or use the Service; (iii) any conduct or content of any third-party on or related to the Service; (iv) any content obtained from or through the Service; and (v) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

12. Disclaimer & Non-Waiver of Rights

We strive to provide great Service, but there are certain things that we can't guarantee. Therefore, to the fullest extent permitted by law, Lexop makes no guarantees, representations or warranties of any kind as regards the Service. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the Service is at your sole risk, unless there’s gross negligence from Lexop. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws of any province in Canada. In such cases, the provincial law shall apply to the extent necessary.

Lexop, its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

If you breach any of these Terms and Lexop chooses not to immediately act, or chooses not to act at all, we will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. Lexop does not waive any of its rights. We shall not be responsible for any purported breach of these Terms caused by circumstances beyond its control. A person who is not a party to these Terms shall have no rights of enforcement.

 

13. Assignment 

Neither Party may assign this agreement without the consent of the other Party. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

14. Legal Notice

Lexop does not offer any legal advice, opinions, or guidance. Use of any of the materials or information contained on www.lexop.com or within any Lexop sponsored white papers or marketing and promotional material should be used with caution and with no risk or liability to Lexop. You should seek your independent legal counsel if you have any legal questions and not rely on any of the Lexop materials as legal opinions.

15. Exclusions

As set out above, some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you. Provincial laws of Canada may apply to certain products and service provided.

 

16. Governing Law

These Terms shall be governed by, and interpreted and enforced in accordance with, the laws in the Province of Quebec and the laws of Canada, as applicable. The courts of the Province of Quebec shall have exclusive jurisdiction with respect to all actions, claims, and proceedings arising out of or relating to these Terms or to the use of the Service.

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements, oral or otherwise, regarding the Service.

17. Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. 

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, in whole or in part, please stop using the the Service or accessing it. 

18. Contact us

If you have any questions about these Terms, please contact us.