PARLe 2.0 MASTER LICENSE AGREEMENT

This PARLe 2.0 Master License Agreement ("License Agreement") applies to any delivery, installation, access or use of the PARLe 2.0 Software or any of its components ("PARLe" or "Software") and to any related Documentation. This License constitutes an agreement between BVC Groupe Cyberjustice Inc. ("Groupe Cyberjustice") and all its customers and users of PARLe (“You”) as Licensee of the PARLe Software (hereinafter collectively referred to as the "Parties"). This License is effective upon delivery, download, installation, access or use by You or Your Authorized Users of the Software.

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BY DOWNLOADING, INSTALLING, USING, OR PERMITTING ACCESS TO, OR USE OF, PARLe TO YOUR AUTHORIZED USERS OR END USERS, YOU AGREE TO ABIDE AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, PLEASE DISCONTINUE ALL USE OF PARLe, REMOVE ALL COMPONENTS OF PARLe AND ANY RELATED MATERIALS FROM ALL YOUR DEVICES, AND REMOVE/BLOCK ALL ACCESSES THAT HAVE BEEN PROVIDED TO YOUR AUTHORIZED USERS OF PARLe. YOU MAY CONTACT GROUPE CYBERJUSTICE TO DO SO.

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1. Definitions

Authorized Users: Your employees, consultants or subcontractors who have been authorized by You to access the Software solely on Your own behalf and for Your own use, and have agreed in writing to use restrictions and confidentiality obligations no less restrictive than those set forth in this Agreement, all in accordance with this License Agreement and any other agreement between You and Groupe Cyberjustice. You shall at all times be responsible for Your Authorized Users’ compliance with this Agreement. 

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Confidential Information: Any information that is expressly identified as confidential or that by its nature would be considered confidential by any person acting reasonably in the same circumstances, including but not limited to information relating to a party’s products, technology, specifications, know-how, business, pricing or marketing.

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Configuration: The implementation by Groupe Cyberjustice of each and any changes and iteration related to the programmable or non-programmable options, parameters and functions of the Software.

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Documentation: Includes quotations, user guides, manuals and data sheets, training and presentation materials, and any other documents produced or provided to You by Groupe Cyberjustice, in any form and on any media, for use with the Software.

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End Users: Individuals, companies, organisations, or their representatives who access PARLe online to resolve their disputes.

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Initial Implementation: Initial integration phase required by the deployment of the Software in its target environment to enable Your operations for a Case Management System with End Users related the Law Society of Ontario, as covered by the Initial Purchase Agreement or Purchase Order.

License Agreement: This PARLe 2.0 Master License Agreement and any amendments thereto made by Groupe Cyberjustice.

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Maintenance: Software maintenance and technical support services, including updates and upgrades.

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Modules: any extension of the underlying Software, with separate, unique and different application functionalities.

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PARLe Software: All computer programs and applications comprising the Software as a whole and any software component thereof, including without limitation content and updates.

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Subsequent Purchase Agreement/Order: Each purchase and any Statement of Work (SOW), agreement or any order schedule (or any other contractual document) agreed to by the Parties, and which incorporates this Agreement, by reference or otherwise, and setting forth, among other things, the Configuration, Maintenance, Modules, and/or related Services or deliverables purchased by You.

Termination Date: The last day of validity of this License Agreement as expressly set forth in any and all Purchase Agreement or Purchase Order for the Software or, in the event of an extension, any new termination date agreed to in writing by the Parties.

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You/Your: A public body or a legal or natural person who acquires or uses the Software.

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2. Ownership of the Software 

2.1. PARLe, its content, and all related proprietary rights and interests remain the sole and exclusive property of Groupe Cyberjustice, including trademarks and all intellectual property rights. This Agreement is a license for limited use only and does not imply any transfer of ownership, title or real rights whatsoever in the Software. Your right to use the Software is limited by the terms of this License Agreement.

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2.2. You authorize Groupe Cyberjustice to use Your comments, suggestions of improvements to the Software for any purpose and without compensation. You also authorize Groupe Cyberjustice to use Your non-confidential information, such as Your name, trademarks, location or generalized data about Your projects, for its own purposes and in its promotional materials. For additional information on how we process your information, please consult our Privacy Policy.

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3. License

3.1. In consideration of the agreed license fees as provided in the initial or any subsequent Purchase Agreement or Purchase Order and subject to the terms of this License Agreement, Groupe Cyberjustice grants You a limited, non-exclusive, revocable, non-sublicensable (except as otherwise necessary and set forth in an EULA) and non-transferable license to install, use, run and operate PARLe, solely for the purpose of providing Online Dispute Resolution and other related services to Your End Users, unless otherwise expressly specified in a SOW in accordance with the specifications and limits indicated in a Purchase Agreement or Purchase Order. Groupe Cyberjustice reserves all other rights not expressly granted to You by this License Agreement.

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3.2. You may not rent, sell, distribute or otherwise transfer PARLe to third parties. You may not, without limitation, modify, alter, make improvements, copy, duplicate, translate, reverse engineer, share, disassemble or decompile the Software or its source code, or remove any copyright, trademark notices, or product identification, incorporate into or with other software or create derivative works of the Software, or try to do any of the foregoing. Any illegal, abusive, malicious, defamatory, inappropriate or prejudicial use or operation of the Software is also prohibited. You may not use unauthorized modified versions of the Software or use the Software to develop commercially competitive or similar products.

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3.3. This License Agreement does not include any Configuration, maintenance, improvement, support or updating services. It shall not be interpreted or construed as a substitute or replacement to any Purchase Agreement or Purchase Order for any of Groupe Cyberjustice’s services related to Maintenance, Configuration and/or Modules of PARLe ― which may be subject to a separate agreement between the Parties, including any financial consideration associated therewith. However, for greater certainty, in the event that You acquire or subscribe to such support, updates, Configuration, Modules or Maintenance, those will be automatically and entirely subject to the terms and conditions of this License Agreement.

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3.4. You remain entirely responsible for Your content and data transferred or processed by the Software as well as for their storage and backup. Insofar as it is not ensured by the Software or by any third-party software, You remain responsible for the security of Your information, including authentication and passwords.

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3.5. You shall be responsible for ensuring that the End Users using the Platform comply at all times with the provisions of this Agreement and You shall be responsible towards Groupe Cyberjustice for all actions committed by End Users in violation of this Agreement.

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4. Termination

4.1. This License Agreement automatically terminates on the Termination Date. Notwithstanding the foregoing, Groupe Cyberjustice may terminate or suspend this License Agreement upon 15 days' notice if You fail to comply with the terms and conditions contained herein.

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4.2. Groupe Cyberjustice may also terminate or suspend this License Agreement with immediate effect if Your use of the Software violates Sections 2, 3 or 7 of this License Agreement or raises suspicions of fraud, abuse, security breach, illegal activity or unauthorized access. Upon termination of this License Agreement, You agree to cease all use and operation of PARLe and to destroy all versions and copies of the Software.

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4.3. In the event of termination by Groupe Cyberjustice of this License Agreement for any of the reasons set forth in Sections 4.1 and 4.2 above, any amount due to Groupe Cyberjustice at the time of termination shall remain payable and no refund may be claimed from Groupe Cyberjustice.

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5. Warranty and Disclaimers

5.1. Groupe Cyberjustice warrants that the Software will perform in all material respects in accordance with the specifications of the Software set forth in the Documentation for a period of thirty (30) days from the date the Software becomes available to You. This warranty does not apply to any defect caused by accident or improper or abusive use or misuse of the Software or the infrastructure on which it is hosted. It also does not apply if the Software has been modified, altered or used in a manner inconsistent with this License Agreement. This warranty does not apply to any beta, demo, test or pilot version. These versions are provided "as is" without warranty of any kind, including but not limited to any warranty of performance or quality.

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5.2. In the event of a defect covered by the warranty, Groupe Cyberjustice commits to repair or replace, at its discretion, the Software. No other remedy, including full or partial refund, may be required from Groupe Cyberjustice. The repair or replacement made under warranty will in turn be guaranteed for a period of thirty (30) days.

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5.3. No other express or implied warranty, including no warranty of latent defects, conformity, compliance with legislation, efficiency, compatibility with other software, quality or performance, applies to PARLe, which is delivered "as is", without any other representations, conditions or obligations. While all reasonable efforts will be made to ensure the security and performance of the Software, Groupe Cyberjustice cannot guarantee that the Software will be free of bugs, errors, viruses or interruptions at all times. GROUPE CYBERJUSTICE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE PRODUCT WILL MEET THE END USER'S REQUIREMENTS.

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6. Limitation of Liability

6.1. THE LIABILITY OF GROUPE CYBERJUSTICE, ITS SHAREHOLDERS, DIRECTORS, OFFICERS AND EMPLOYEES FOR ANY DAMAGE OR LOSS ARISING OUT OF THIS LICENSE AGREEMENT OR THE USE OR INABILITY TO USE PARLe, IS LIMITED TO DAMAGES DIRECTLY ATTRIBUTED TO THEIR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IF GROUPE CYBERJUSTICE, ITS SHAREHOLDERS, DIRECTORS, OFFICERS AND/OR EMPLOYEES ARE FOUND LIABLE, THE AMOUNT OF THEIR MAXIMUM LIABILITY FOR ANY LOSSES AND/OR DAMAGES WILL BE LIMITED TO THE LICENSE FEES YOU PAID TO GROUPE CYBERJUSTICE TO USE PARLe DURING THE SIX (6) MONTHS PRIOR TO THE OCCURRENCE OF THE CAUSE OF SUCH DAMAGE OR LOSS.

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6.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND WITHIN THE LIMITS OF APPLICABLE LAW, IN NO EVENT SHALL GROUPE CYBERJUSTICE, ITS SHAREHOLDERS, DIRECTORS, OFFICERS AND EMPLOYEES BE LIABLE FOR (I) ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES; (II) ANY DAMAGES RESULTING FROM A COMPUTER FAILURE, VIRUS, MALICIOUS SOFTWARE OR MISUSE OF THE SOFTWARE; (III) ANY DAMAGES FOR LOSS OF REVENUE, PROFITS, DATA OR OPPORTUNITY; EVEN IF GROUPE CYBERJUSTICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE.

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6.3. You agree to defend, indemnify and hold harmless Groupe Cyberjustice, its shareholders, directors, officers, employees and affiliates from and against any and all actions, claims or damages arising directly or indirectly from Your use of the Software or from Your breach of the terms of this License Agreement.

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6.4. Groupe Cyberjustice does not warrant that Software will comply with the applicable regulatory requirements. You are solely responsible for complying with such requirements and for obtaining necessary government certifications, if any.

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7. Confidentiality

7.1. The Parties undertake to keep the other party’s Confidential Information strictly confidential. A party may disclose Confidential Information only to its employees, representatives, agents and/or consultants which are bound by confidentiality obligations at least as restrictive as those of this Confidentiality clause and such party will remain at all times liable for the use of the Confidential Information by its employees, representatives, agents and consultants.

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7.2. This non-disclosure obligation does not apply, however, to any information (a) which was known to the party concerned prior to disclosure by the other party; (b) which became known without any obligation of confidentiality; (c) which is public or has become public through no fault of the party receiving such information; (d) which is developed independently of the other party.

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7.3. Each party will not use Confidential Information other than for the purposes of this Licence Agreement and will protect the Confidential Information with the same degree of care as it applies to its own Confidential Information, but in any event not less than a reasonable degree of care.

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7.4. Confidential Information may be disclosed by a party if required by law, regulation or order, upon prior notice to the party holding the Confidential Information to be disclosed.

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7.5. The safeguarding of the Confidential Information of Your Authorized Users or of Your End Users is Your sole responsibility, and Groupe Cyberjustice shall not be liable for any damages that may result from the disclosure or safeguarding of such confidential information.

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8. General

8.1. Groupe Cyberjustice may transfer its ownership rights in the Software to any person without Your prior consent. You may not assign or transfer the rights granted to You by this License Agreement without the prior written consent of Groupe Cyberjustice. In the event of any such unauthorized transfer, such transfer shall not be binding on Groupe Cyberjustice and You shall remain fully liable for the obligations contained in this License Agreement.

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8.2. Any provisions of this License Agreement which by their nature should survive the termination of this License Agreement, including confidentiality provisions and limitations of liability and warranty, will survive termination of this License Agreement.

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8.3. In the event that any section or portion of this License Agreement is determined by any competent authority to be illegal or invalid, such provision shall become unenforceable and shall be deemed to be unwritten, but this shall not affect the validity of the remaining provisions of this License Agreement, which shall remain in full force and effect.

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8.4. The failure of either party to exercise any right under this License Agreement shall not be construed as a waiver of such right.

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8.5. You agree to use the Software only for lawful purposes and in accordance with applicable laws and regulations, including those relating to the protection of personal data and export control.

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8.6. Where the Software is used in combination with third-party software or where third-party software is integrated into the Software, the terms and conditions of use of such software may apply and Groupe Cyberjustice will not be liable for such third-party software or for any loss or damage arising therefrom.

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8.7. PARLe and the information it contains are not legal opinions nor advice.

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8.8. Subject to a written agreement to the contrary between the Parties, this License Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes any prior or contemporaneous oral agreements or representations made in connection with this License Agreement.

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8.9. Groupe Cyberjustice may amend this License Agreement at any time. The License Agreement as so amended will then be published on the Groupe Cyberjustice website and communicated to You directly. Your continued use of the Software 10 days after such notice will constitute Your acceptance of such amendments.

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8.10. This License Agreement and its application are governed exclusively by the laws and regulations of the Province of Quebec. Any action in connection with this License Agreement or PARLe will be submitted to the courts of Quebec or the federal courts, exclusively in the judicial district of Montreal. Groupe Cyberjustice may, however, seek injunctive relief in any other jurisdiction, if necessary, for violations of the terms of this License Agreement.