GTCS

1. SUBJECT - APPLICATION FORM - Contractual Whole

1.1 – Field of Application - The company Linkeo.com ("Linkeo") is an independent global communication agency, with a special expertise in consulting and Internet communication (website creation and hosting, domain name purchase and management, management of social media pages and emails [webmail], SEO, SEM, Web Call Back services, Qualidevis.com portal services, web marketing services and more.).

As part its available services, Linkeo offers and makes available to the customer (the "Customer") a non-exclusive licence for the online use of an internally created Click & Collect solution called "DELIVER," of which Linkeo remains the sole owner (the "Click & Collect Solution"). The Click & Collect Solution allows the Customer to market their products online (according to their target market and for their own business needs), in addition to allowing the Customer the autonomous administration and configuration of DELIVER once installed. Also, the Click & Collect Solution is accessible seven (7) days a week and 24 (24) hours a day, except in the event of an interruption, scheduled or unscheduled, for maintenance purposes and/or in the event of a force majeure. The installation of the Click & Collect Solution onto the Customer’s website is free.

The Click & Collect Solution is restricted to use on the one and only Customer website for the entire duration of the Contract between the two parties (this may also include extensions of the Customer’s site). Linkeo will inform the Customer, by any means deemed relevant, of any update of the said Click & Collect Solution.

1.2 – Customer Status - The Customer acknowledges having been fully informed of all the functions and limitations of the proposed Click & Collect Solution and declares (via these Terms and Conditions of Service) to be a professional and to provide us with their SIRET number (System of Identification of the Directory of Establishments). Therefore, the Customer must imperatively be a legally constituted company or association registered with the Government of Canada.

1.3 – Contract - The said GTCS constitute an individual contractual whole (collectively, the “Contract”). The Customer expressly acknowledges having received, read and understood the terms of the Contract and acknowledges that their electronic signature at the bottom of the General Terms and Conditions implies their full and unreserved acceptance and full and complete adherence to the provisions of the Contract.
Once the conditions have been accepted and once the information required to open an account has been collected, the Customer Account will be created. Accessible by means of a login (commonly referred to as a "username") and a password as chosen by the Customer. The latter agrees to keep strictly confidential their username and password that allow access to their account. The Customer is responsible for the use of their account, as well as all data they publish.

1.4. TURNAROUND TIME - The validation of the Contract is automatically, and within 24 hours, sent by Linkeo to the email address indicated during registration. It is also specified that a delay in delivery cannot give rise to penalties. In the event that the delivery deadline is exceeded by more than seven (7) days, not justified by a case of force majeure, the Customer may request the termination of the Contract, under the conditions provided by Provincial and Territorial Laws relating to the protection of Canadian consumers, and obtain reimbursement of sums already paid.

1.5 Acceptance of GTCS - The Order is placed by the Customer online. Before the validation of the Order by Linkeo, the Customer expressly accepts the present GTCS, by ticking the box, "I declare that I have read the above general terms and conditions of service that are contractually binding and I accept them without reservation through my electronic signature.” The Customer's Order shall systematically be confirmed by e-mail to the address indicated by the Customer at the time of the Order. This e-mail includes the next steps to be taken as well as the Customer's future login information.

2. Term - Termination - Withdrawal

2.1 Length of Contract Term - Once the CGTS have been duly completed and signed, the Contract shall be binding for a period of 30 days. The Contract is automatically renewed by tacit agreement for the same duration and under the same conditions as the initial offer on each anniversary date.

2.2 Termination - The Customer who wishes to terminate must sent an email to the following address: module@linkeo.com by filling out the termination form that they will find in the customer portal, specifically in the footer tab, Unsubscribe. (For security reasons, the e-mail address used to cancel your registration must be the same as the one you provided at the time of registration.) They will receive an email confirmation once the request is processed. Upon termination of the Contract, for any reason whatsoever, the Customer will no longer have access to their customer account (including all data that depends on it), which will be terminated and closed.

Termination of the Contract will take effect at the end of the current subscription period (unless the Customer has indicated a specific date for the termination of their Contract). In all cases, the termination of the Contract will take effect on the anniversary date of the Contract.

2.3 – Forfeiture of Contract - Insolvency, voluntary or forced bankruptcy of the Customer, the contractual proposal of the Customer to their creditors, the assignment of their assets, the abandonment of business, the liquidation before full performance of their obligations, the sale, assignment or transfer of their rights under the Contract without having first obtained the written permission of Linkeo, will result in the forfeiture of the term for the Customer and the right for Linkeo to terminate the Contract by operation of law.

2.4 – Right to Withdrawal - The Customer may exercise its right to withdrawal, without having to justify their reasons or pay any penalties, within a period of fourteen (14) days from the date of subscription to the contract. The customer must send an email to the following address: module@linkeo.com

The right to withdrawal, if it has been validly exercised, allows the Customer to obtain reimbursement for the Services concerned by the exercise of this right. 

The Customer may not exercise their right to withdrawal for Digital Content Services not supplied on a hardware medium whose execution has begun after prior express consent of the consumer and express renunciation of their right to withdrawal. The Customer therefore formally acknowledges and accepts that, in all cases where they expressly accept the execution of the Service or use the Service, and expressly waive their right to exercise their right to withdrawal before the expiration of the withdrawal period, they may not validly invoke this right. 

3. PRICES

3.1 – Monthly Fee: Subscription - LINKEO's remuneration for the use of its Click & Collect Solution is based on a monthly fee of ninety-nine (99) dollars (also referred to as the "Subscription"). As Linkeo has teamed up with its partner STRIPE (secure online payment processing solution), you authorize STRIPE to debit the bank card or bank account you provided when you registered. The debit will be made on the anniversary date of your registration, thereby giving access to the full use of the Click & Collect Solution, which will repeat at each renewal by tacit agreement. Each month, the Customer will receive an invoice from STRIPE corresponding to the subscribed offer. If the customer benefits from a promotional offer, the latter will be specified and charged to the customer's invoice. 

Linkeo is obliged to ask the Customer for their credit card information to allow for the set up of automatic payment during the contract signing. As a result, the Customer undertakes to pay the amount corresponding to the full use of the said Click & Collect Solution on the basis and date fixed at the time of contract signing. Finally, invoicing and payment are due, that is to say, the Customer will be debited on the anniversary date and will enjoy the Click & Collect Solution until the next anniversary date.

3.2 Online Payment Solution - If the Customer wishes to integrate a payment solution with their Deliver solution, they accept the terms of use and privacy policy of the STRIPE payment processing service provider with whom Linkeo has partnered. Linkeo informs its Customer that transaction fees generated through the use of a payment solution are not included in the monthly Subscription and will be billed separately. Linkeo strongly encourages their Customer to inform themselves ahead of time regarding all applicable prices.

Each month, the Customer will receive an invoice from STRIPE corresponding to the subscribed offer with the details of all transaction costs included on this same invoice.

3.3 Sharing of Information - The Customer authorizes Linkeo as well as the Payment Processing Service to share all information and payment instructions that the Customer provides with its Payment Service Provider and any other third party Service Provider required to carry out its transactions. Any failure, consequence, and damage to Deliver resulting from the Stripe payment solution cannot, in any capacity and for any reason whatsoever, engage the responsibility of Linkeo.

4. Default by the Customer

4.1 – Default of Payment - In the event of late or non-payment by the Customer (failure to debit the Subscription from a card or bank account), Linkeo reserves the right to take legal action against the Customer:

• to suspend or cancel the current Click & Collect Solution.
• to keep any access code to the DELIVER admin space for as long as the Customer's account is not regularized. Access to the account is therefore momentarily interrupted.

If need be, the Customer will have to regularize their situation with Linkeo services who will have contacted them.

4.2 – Termination of Contract - With the exception of the termination option provided for in Article 2.2 above, in the event of non-performance by one of the Parties of any of their contractual obligations, the Party that is the victim of this non-performance may avail themself of the termination of this Contract seven (7) days after an unsuccessful formal notice, sent by any means, that makes it possible to prove its date, specifying the alleged breach(s) and the intention to make use of this clause.

At the end of the Contract, regardless of the cause, access to the said Click & Collect Solution will be interrupted and the Customer will no longer have access to their account.

5. Confidentiality

LINKEO does not record any personal information that allows for identification, with the exception of forms that the user is free to fill out. This information will not be used without your consent, we will only use it to send you letters, brochures, quotes, or to contact you.

The information collected benefit from a right of accessibility, rectification, opposition to communication and deletion upon simple request to LINKEO, 23 rue des grands augustins, 75006 PARIS. 

LINKEO may carry out statistical analyses without these being nominative and may inform third parties (attendance evaluation bodies) in a summarized and non-nominative form.

6. Communication Elements

6.1 – Necessary Elements - Within the framework of Linkeo's Services, the Customer is obliged to provide Linkeo with the necessary elements for the implementation of Deliver and the configuration of the Customer's account (Customer texts, images or photos) and more generally, any information requested by Linkeo, with a view to complete the set-up of the account and Click & Collect Solution.

6.2 – Accuracy of Elements - The Customer commits to providing accurate, true, up-to-date, and complete information. To allow for the optimal launch of Deliver, the Customer undertakes to send Linkeo as many elements as possible, to cooperate with Linkeo and to respond to any request or contact, verbal or written, from Linkeo. If the Customer fails to do so, the provision of the Services by Linkeo will be delayed and Linkeo's responsibility cannot be invoked under any circumstances.

6.3 – Inaccurate Elements - In the event that the Customer provides false, inaccurate, outdated, or incomplete information, Linkeo is entitled to suspend or terminate the Customer's account without delay or to suspend the online launch of Deliver. In case of the Customer’s failure to communicate their elements to Linkeo after the contract signing, Linkeo reserves the right to put the Click & Collect Solution on hold and Linkeo's responsibility can in no case be invoked.

6.4 – Rights and Properties - With regards to the elements or content brought by the Customer to Linkeo for the launch of Deliver, the Customer declares that they are the owner of all rights and authorizations allowing the reproduction, representation and exploitation of said elements and/or content, in any form whatsoever. The Customer is furthermore exclusively responsible for obtaining, within a reasonable time, any necessary authorizations relating to the right to use the image of any person or element or contributor, either directly or indirectly, in the set-up of Deliver. The Customer will protect Linkeo and hold it harmless against any third-party claim on these Elements and/or in that capacity.

7. Obligation of Means - Claim

7.1 – Obligation of Means - For the execution of all Services subscribed to by the Customer, Linkeo owes the Customer an obligation of means, and not an obligation of results. The Customer has thus been informed that the provision of Services depends on many technical, technological, or other parameters that Linkeo cannot fully control.

7.2 – Customer Responsibility - In no event shall Linkeo be liable for any punitive, moratorium or consequential damages including, but not limited to, the loss of data, loss of revenue or profits, loss of customers, business interruption, financial loss, loss of profits or failure to realize projected savings, even if Linkeo has been advised of such facts. The Customer is solely responsible for the choice of products or services and the results that the Customer wishes to obtain by using them, even if the Customer has notified Linkeo of their objectives.

7.3 – Customer Obligations - Linkeo will furthermore be released from any liability if the Customer is in default or late in performing its obligations under the Contract, particularly with regards to the payment of any sum or the communication of elements to Linkeo.

7.4 – Claim - Any claim under this article must be received by Linkeo within one (1) month from the date on which the events giving rise to such a claim occur. In the event of any failure whatsoever by Linkeo in the performance of its obligations (failure to perform or poor performance), the Customer must notify Linkeo of this within a maximum period of one (1) month from the date of Deliver's online launch, the date on which Linkeo carried out the Service, the disputed obligation or the date on which the service or the disputed obligation should have been carried out. The customer will then have to communicate their complaint to Customer Service at the following number: 1-855-254-6536, or by email at service@linkeo.ca. Linkeo will make every effort to investigate and resolve the complaint as quickly as possible. 

8. Intellectual Property

8.1 – Property Rights - The Deliver Configuration and Operation Click & Collect Solution is a specific solution published by Linkeo and of which Linkeo is the sole owner. Linkeo remains the exclusive owner of all property rights of the Click & Collect Solution, the Click & Collect Solution’s source codes and objects and in particular, all related intellectual and industrial property, and no provision of the present Contract may be interpreted as conferring to the Customer any rights other than those granted to them under the Contract.

8.2 Rights of Usage - Linkeo grants the Customer, as long as the Contract is in force, the right to use the Click & Collect Solution, on the express condition that this right of use is limited to the administration of the Site and that the Customer complies with all terms and provisions of the Contract. The Customer understands that the right hereby granted to the Customer to use the Click & Collect Solution is not exclusive and that Linkeo reserves, at its sole discretion, the right to grant other licenses to other persons. All derivative products, modifications, updates, and improvements made to the Click & Collect Solution by Linkeo or the Customer remain the property of Linkeo. The Contract does not confer any interest or right to the Customer in the Click & Collect Solution or the intellectual property of Linkeo.

8.3 – Confidentiality of Information - As long as the Contract remains in force and for an indefinite period following its expiration, for whatever reason, each party agrees, both for themself and for their agents, mandataries, representatives, beneficiaries, officers or employees, to keep secret and confidential all information communicated to them by the other party, including but not limited to the content of the Contract, which is considered confidential information belonging to Linkeo. For the purposes of this article, the "receiving party" means Linkeo or the Customer to the extent that this party receives confidential information belonging to the other party. The "disclosing party" refers to Linkeo or the Customer to the extent that this party discloses confidential information belonging to the disclosing party.

9. Customer Commitment

9.1 – Activity - It is up to the Customer to proceed with the steps, declarations, requests for legal and administrative authorizations in order to be able to carry out their activities legally and in compliance with the laws and regulations in force.

9.2 – Reliability - In particular, the Customer declares that they have complied with the legal requirements concerning the processing of personal data, access to information, protection of privacy and confidentiality of personal information. The Customer acknowledges that they are solely responsible for the content provided to Linkeo both in terms of its lawfulness and its informational reliability.

9.3 – Laws - The Customer undertakes to respect the federal and provincial laws in force in Canada that may govern the Internet, any international convention ratified by Canada, as well as any recommendations regarding Internet ethics originating from Canada or by one of its official bodies, regardless of the Customer's permanent or temporary place of representation.

9.4 – Public Order - The Customer, in their capacity as the main publisher of the content, undertakes to specifically comply with the provisions relating to intellectual property, respect for privacy, protection of confidential information, protection of minors on the Internet, freedom of the press, and more generally, all provisions aimed at ensuring the protection of public order.

9.5 - Permanent Control - The Customer acknowledges the impossibility for Linkeo to exercise a permanent and effective control of the legality of the content and undertakes to exercise this control themself. The Client acknowledges that Linkeo has no control over the data processed and used by the Customer.

9.6 – Correction of Information - The Customer undertakes to correct and modify any information deemed to be illicit according to one of the rules or recommendations issued by one of the bodies referred to in the present article 9.3, within a period corresponding to that which was stipulated by the said body or, failing this, within a maximum period of forty-eight (48) hours. In the absence of such diligence, Linkeo reserves the right to suspend, without delay and without notice, the accessibility of the Service, until it is fully compliant, and this will take place without any reimbursement or compensation.

9.7 – Damages - The Customer undertakes to compensate, indemnify and release Linkeo from all liability in the event of any claim, legal proceedings, legal action, and formal notice, including the costs of judicial and extra-judicial consultation, whether or not a case is well-founded, of any judgment and any compensation awarded for damages caused to any person whatsoever, due to a failure by the Customer with regards to the lawfulness or informational reliability of the content given to Linkeo for the delivery of Services.

9.8 – Conflicts - It is the Customer’s responsibility to ensure that the published content does not conflict with any copyright, trademark, company name, design or model registered or commercially exploited by a third party. The Customer undertakes to carry out any useful verification to ensure the absence of such conflicts and undertakes to hold Linkeo harmless from any recourse that may be brought against it in this regard.

10. Independent Entrepreneurs

10.1 – Statuses of Parties - The Parties acknowledge that they are acting as independent contractors and that nothing in the Contract shall be construed to alter their status or to create a partnership, joint venture, or agency of any kind.

10.2 – Full Control of Parties - Each of the parties shall have full control over the manner and means of performing their obligations under the Contract. Nothing in the Contract shall be construed so as to permit a party to require the other party to do anything that might have the effect of jeopardizing their status as an independent contractor.

10.3 – Responsibilities of Parties - Neither party has the right or authority, explicit or implied, to create or assume on behalf of the other party any obligation or liability to third parties.

11. General Provisions

11.1 – Indivisible Obligations - For the purposes hereof, the parties acknowledge and agree that a partial or isolated obligation of the Contract cannot be considered as an essential obligation of the Contract, as the object of the Contract is based on the fulfilment of several obligations and services, deemed indivisible. The Customer also undertakes to mitigate any damage they may suffer by implementing all necessary measures to this effect.

11.2 - Invalid Provision - If for any reason, any provision of these Terms and more generally, of the Agreement is unlawful, inoperative, void or unreasonable, in whole or in part, the remaining provisions shall remain in full force and effect as if these Terms or the Contract had been entered into without the invalid provision. The provision found to be invalid will be replaced by a valid provision that is as similar in scope as possible.

11.3 - Limitation of Provisions - No tolerance on the part of Linkeo, whatever the nature, extent, duration or frequency, may be interpreted as creating any right to or the expression of a waiver by Linkeo to rely on the provisions of the Contract, nor may it lead to limiting in any way the possibility for Linkeo to invoke any of the provisions of the Contract at any time.

11.4 – Precedence of the Contract - The parties acknowledge that any promotional, commercial, or advertising material of Linkeo is subject to the Contract. If a conflict of interpretation arises between the Contract and any other written document or oral communication between Linkeo and the Customer, it is agreed that the Contract shall take precedence.

11.5 – Update of the GTCS - The GTCS may be modified or changed in whole or in part upon mutual agreement between the parties. Where applicable, any change or modification so made shall take effect only from the day on which it is recorded in a written document duly signed (electronically) by the parties, expressly stating that it modifies this Contract.

12. Hyperlinks

LINKEO does not control the sites that are connected to its own website, and therefore cannot be held responsible for their content. The risks associated with the use of these sites are fully assumed by the user. It will comply with their terms of use.

13. LITIGATION - APPLICABLE LAW

The parties agree, for any claim or legal action for any reason whatsoever, about the Contract, to choose the judicial district of Montreal, province of Quebec, Canada, as the appropriate place and venue for the hearing of such claims or legal proceedings, to the exclusion of any other judicial district which may have jurisdiction over such a dispute in accordance with the provisions of the law