Terms of Service for Food Manufacturing Software

Welcome to Informatique Merkaz Inc. (NutraSoft), a Cloud-based nutrition analysis and food manufacturing software provider owned and operated by Informatique Merkaz Inc. (NutraSoft). These Terms of Use ("Terms") explain our obligations as a service provider and Your obligations as a customer. Please read them carefully.

These Terms are binding on any Service use and apply to You from when Informatique Merkaz Inc. (NutraSoft) provides You access to the Service. These Terms also apply to any other services and deliverables provided, or to be provided, by Informatique Merkaz Inc. (NutraSoft) to You, Including any services and deliverables under a Statement of Work, except to the extent agreed in writing.

The Service will evolve based on user feedback. Our objective is that the Terms of Service will answer most questions about issues raised by using the Service.

Informatique Merkaz Inc. (NutraSoft) may change these Terms at any time. Informatique Merkaz Inc. (NutraSoft) will try to communicate these changes to You via email or notification via the Website.

You should ensure You have read, understood, and agreed to the most recent Terms.

By registering for an Informatique Merkaz Inc. (NutraSoft) Account, You acknowledge and represent that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. If You use the Service on behalf of any entity, You are deemed to have agreed to these Terms on behalf of that Entity.

These Terms are effective from January 1, 2024.

1. Definitions

Unless the context requires otherwise, capitalized words shall have these meanings:

"Account Owner" means, in the case of an individual entering into these Terms on their behalf, that individual, or in the case of an individual entering into these terms on behalf of an Entity, that Entity.

"Account User" means each employee, agent or contractor of the Account Owner who uses the Service occasionally.

"Agreement" means the Agreement between You and NutraSoft as set out in these Terms.

"Informatique Merkaz Inc. (NutraSoft)," "we," "us," or "our" means Informatique Merkaz Inc. (NutraSoft), which is incorporated in Quebec, Canada, and all current and future global subsidiaries.

"Informatique Merkaz Inc. (NutraSoft) Account" means a current Subscription Plan(s) to the Service.

"Confidential Information" Includes all Information directly or indirectly made available or exchanged between the parties to this Agreement, whether in writing, electronically or orally, including through the Service, and any personal information provided or received.

"Data" means any data inputted by You or with Your authority into the Website and Service.

"Entity" means any:

a) company or corporation;

b) trust;

c) limited partnership;

d) partnership or firm;

e) agency of any government or authority;

f) public, territorial or regional authority; or

g) other Incorporated or unincorporated body of persons.

"Intellectual Property Right" means all intellectual or industrial property rights and interests held, owned or lawfully used, anywhere in the world, whether or not registered, including, without limitation:

a) Patents, trademarks, service marks, copyrights, registered designs, trade names, symbols and logos;

b) Patent applications and applications to register trademarks, service marks and designs; and

c) Formulae, methods, workflows, plans, data, drawings, specifications, characteristics, equipment, designs, inventions, discoveries, improvements, know-how, experience, software products, trade secrets, price lists, costing and other information.

"Service" means the online ordering and point of sale services and contract, inventory, purchase order, price list, supply chain and stock management services provided under Your Subscription Plan(s) accessed and used using Your login name and password. These services may be changed or updated occasionally by Informatique Merkaz Inc. (NutraSoft) via the Website. Certain services may be accessed offline depending on Your Subscription Plan(s). "Services" also Includes services under a Statement of Work.

"Subscription Charges" means the monthly fee (excluding any taxes and duties) payable by You for the Services and Your Subscription Plan in accordance with the quote to You. The charges in the quote are based on several factors. If those factors change, we will notify you of the need for a pricing review and provide an updated quote at least 20 days before the charge Increase takes effect. For the avoidance of doubt:

a) any such quote will replace any prior pricing arrangements You may have had with Informatique Merkaz Inc. (NutraSoft) and

b) The subscription Charges will not be discounted if You do not use all available modules in any month, including the maximum number of Account Users under Your Subscription Plan.

"Subscription Plan" means the modules an account owner selects that determine the extent and type of Service provided, the maximum number of account users permitted to access the Service, and the subscription charges.

"Statement of Work" means a statement of work referring to these Terms that is agreed between You and Informatique Merkaz Inc. (NutraSoft) and specifies, among other things, services and deliverables to be provided by Informatique Merkaz Inc. (NutraSoft) and fees to be paid by You.

"Website" means the Internet site at the domain www.nutrasoft.ca or any other site operated by Informatique Merkaz Inc. (NutraSoft)

"You" and "Your" means the Account Owner and, where the context permits, an Account User.

2. Use of Informatique Merkaz Inc. (NutraSoft)

Informatique Merkaz Inc. (NutraSoft) grants You the right to access and use the Service via the Website through Your Informatique Merkaz Inc. (NutraSoft) Account according to Your Subscription Plan. Certain services may be available for offline use, depending on your subscription plan. Offline use may depend on whether you have particular technology, applications, or systems set up. These will be advised to You when You select the Service. This right of use is non-exclusive, subject to these Terms, any applicable written agreement between the Account Owner and the Account Users, and any other applicable laws. Your use of the Service and Website in Your jurisdiction is at Your own risk. You confirm that You have complied with all laws applicable to You when using the Service and Website.

3. Your Obligations

3.1 General obligations:

You must only use the Service and Website for Your own lawful internal business purposes in accordance with these Terms and any notice sent by Informatique Merkaz Inc. (NutraSoft) or condition posted on the Website.

3.2 Account Owner Obligations:

a) The Account Owner may use the Services and the Informatique Merkaz Inc. (NutraSoft) Account for the Account Owner's internal business purposes concerning the Account Owner's business only.

b) The Account Owner must not use, nor allow any person (including any Account User) to use, the Services or the Informatique Merkaz Inc. (NutraSoft) Account in relation to, or for, any other business (including the business of any other entity or individual).

c) The Account Owner is responsible for determining who can be an Account User and what level of access to the Subscription Plan modules each Account User has.

d) The Account Owner controls each Account User's level of access to the Informatique Merkaz Inc. (NutraSoft) Account and Subscription Plan at all times and can revoke or change an Account User's access or level of access at any time and for any reason.

e) The Account Owner is responsible for all Account Users' use of the Service, and Informatique Merkaz Inc. (NutraSoft) has no responsibility or liability for the actions of any Account User.

f) Informatique Merkaz Inc. (NutraSoft) will not be a party to any dispute between an Account Owner and an Account User for any reason.

3.3 Access conditions:

You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. All Account Users and Account Owners must select their passwords carefully, and password numbers must not be sequential or easily identifiable (for example, birthdates, 1-2-3-4 or 1-1-1-1). You must immediately notify Informatique Merkaz Inc. (NutraSoft) of any unauthorized use of Your passwords or any other breach of security, and Informatique Merkaz Inc. (NutraSoft) will reset Your password and You must take all other actions that Informatique Merkaz Inc. (NutraSoft) reasonably deems necessary.

When accessing and using the Services, You must:

a) not attempt to undermine the security or integrity of Informatique Merkaz Inc. (NutraSoft)'s computing systems or networks or, where a third party hosts the Services, that third party's computing systems and networks;

b) not use or misuse the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;

c) not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to access the computer system on which the Services are Hosted;

d) not transmit or input into the Website any files that may damage any other person's computing devices or Software, content that may be offensive, or material or Data in violation of any law;

e) not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as permitted by law;

f) not use or permit the use of the Services for the business of any other entity or individual;

g) ensure that each Account User is allocated to and used by only one person at any time and

h) ensure that each Account User does not access the Services from more than one device at any one time.

3.4 Configuration:

You are responsible for Your configuration of the Services and any required hardware and the compatibility of the Services with any required hardware, application or system setup. Informatique Merkaz Inc. (NutraSoft) will provide helpdesk assistance as set out in these Terms, but Informatique Merkaz Inc. (NutraSoft) is not responsible for any required configuration.

3.5 Paying for the Service:

a) Your Subscription Plan commences when You set up Your Informatique Merkaz Inc. (NutraSoft) Account, select the Service modules You require and submit Your billing details. Your first month's Subscription Charges are due in full upon commencement of the Subscription Plan.

b) You authorize Informatique Merkaz Inc. (NutraSoft) to invoice and receive payment from You in advance for Subscription Charges on a monthly or annual basis and in accordance with the pricing provided to You until You terminate Your Informatique Merkaz Inc. (NutraSoft) Account and cease to use the Service. You agree to pay any Subscription Charges Incurred during the time that the Service is used or subscribed to, Including for any additional modules of the Service that You select during the term of Your use of the Service in accordance with the Subscription Charges Schedule. This obligation to pay the Subscription Charges Incurred by You survives the termination of Your use of the Service.

c) You will pay the subscription charges by direct debit, credit card, or PayPal if agreed upon by us. We may require You to provide direct debit and credit card details as alternative payment methods. In supplying Your bank account and/or credit card details to Informatique Merkaz Inc. (NutraSoft)'s payment service, You authorize Informatique Merkaz Inc. (NutraSoft) to invoice and the payment service provider to process payment of Your Subscription Charges and any other outstanding amounts (as applicable) as they become due. If Your payment by one payment method fails, You acknowledge that You authorize us to take payment from the alternative payment method you provided.

d) All billing is calculated based on whole calendar months. Where a new Subscription Plan module is added to Your Informatique Merkaz Inc. (NutraSoft) Account, any additional costs payable by You will be pro-rated for the remaining period of the calendar month in which You add the Subscription Plan and will be billed based on the whole calendar months in the future.

3.6 Changing Your Subscription Plan:

Changing Your Subscription Plan: Changing Your Subscription Plan by reducing the modules You subscribe to may cause a loss of content, features, or capacity of the Service You receive, and Informatique Merkaz Inc. (NutraSoft) does not accept any liability for losses arising as a direct or indirect consequence of this.

3.7 Refunds:

No refunds or credits for Your Subscription Charge will be provided if You elect to downgrade or terminate Your Subscription Plan during a calendar month. In the case of a downgrade, the new Subscription Charge for the downgraded Subscription Plan will apply from the beginning of the calendar month following the month in which the Subscription Plan was downgraded.

3.8 Fair use:

Your use of the Service must be reasonable and not excessive. Informatique Merkaz Inc. (NutraSoft) (acting reasonably) may determine Your usage to be unreasonable and excessive if, on average, it materially exceeds the average level of usage of other users in that same period (Excessive Use). If We reasonably consider that Your use is Excessive Use, We will use reasonable endeavours to notify You of the Excessive Use, and You will have three days after the date of that notification to reduce Your usage. If You fail to reduce Your usage after three days sufficiently, We may:

a) immediately suspend, modify or limit Your use of the Services or

b) charge you for the excessive use at a rate determined by Informatique Merkaz Inc. (NutraSoft), which Informatique Merkaz Inc. (NutraSoft) will notify you of in writing.

3.9 New Services:

New Services: Requests for new Services or features not currently offered may be made by contacting Us. We will discuss Your requirements and any associated costs with You before commencing any work. The timing of any new Services or features will depend on the nature of the request. However, we generally aim to provide a solution within 60 days of a request.

3.10 Statements of Work:

Unless otherwise agreed in writing in the relevant Statement of Work, the following terms apply to each Statement of Work:

a) You will, on a timely basis, provide Us with all access, information, and materials that We reasonably require to provide the Services (Including access to records, systems, personnel, premises, information technology, Your other relevant suppliers and other systems) and use all reasonable endeavours to ensure that the information and materials provided or made available to Us are accurate, complete, and not misleading. You will notify Us promptly after becoming aware of any issues with any such information or materials;

b) Except where the relevant Statement of Work Includes payment milestones, we will invoice You for all fees under each Statement of Work in advance, and such amounts are payable upon invoice. Amounts paid by You are non-refundable.

c) Where the relevant Statement of Work specifies payment milestones, We will invoice You the applicable fees when We consider the appropriate milestone has been achieved;

d) Where we Incur, or reasonably expect to Incur, disbursements in relation to the Services, Including for flights and accommodation, We will invoice You for those disbursements, and You will pay those amounts to us upon invoice;

e) Each invoice is due and payable by You within three business days after the invoice date. We are not required to provide the relevant Services until the fees have been cleared. We will not be liable for any losses You suffer from any delay or failure on our part to begin the Services within any specific period of time;

f) You will pay us any GST, withholding or other taxes or duties properly chargeable on any supply made to You under each Statement of Work in addition to the fees.

g) Our standard rates by resource type are as set out in the following table:

Resource type	Standard rate (USD per hour)	Standard rate (CDN per hour)
Developer Time	$195	$275
Premium Customer Support	$145	$195

h) We may charge Our standard rates for the preparation or negotiation of any draft Statement of Work where the preparation or negotiation takes more than four hours of work; A reference to "$" or "$" is to United States Dollars (USD), unless Our quote to You uses Canadian Dollars (CDN) in which case "$" or "$" is a reference to the applicable currency on the quote.

i) If You fail to pay any invoice by the due date, We may withhold the further supply of Services or Deliverables under the applicable Statement of Work and/or may charge You interest on the sums owing (calculated daily from the date the relevant invoice was due) at a rate equivalent to Our applicable bank overdraft rate plus 6%;

j) The exclusions and limitations in Clause 8 (Limitation of Liability) generally apply to each Statement of Work and all services and deliverables under each Statement of Work. You agree Our liability concerning each Statement of Work is further limited by the amounts paid or payable by You under that Statement of Work;

k) Either party may terminate a Statement of Work by giving the other party not less than 30 days written notice. In addition, either party may terminate a Statement of Work by providing the other party not less than 10 business days' written notice if We consider You are unable to provide any information that is required for Our performance of the Statement of Work and

l) Where a Statement of Work is terminated, You must pay Us upon invoice for any work We performed under or concerning that Statement of Work down to the effective termination date.

4. Help Desk

4.1 Technical Problems:

In the case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting Informatique Merkaz Inc. (NutraSoft). Informatique Merkaz Inc. (NutraSoft) is entitled to charge the Account Owner if Informatique Merkaz Inc. (NutraSoft) reasonably considers the Account Owner and/or Account Users to have made excessive use of the support services or for support services that do not relate to technical queries associated with responding and correcting (if possible) any defect, error or bug in the Services.

4.2 Service availability:

While Informatique Merkaz Inc. (NutraSoft) intends that the Services should be available with an uptime of 99.7%, 24 hours a day, seven days a week, it is possible that on occasions, the Services or Website may be unavailable. If, for any reason, Informatique Merkaz Inc. (NutraSoft) has to interrupt the Services for longer periods than Informatique Merkaz Inc. (NutraSoft) usually anticipates. In that case, Informatique Merkaz Inc. (NutraSoft) will use reasonable endeavours to publish details of such activity on the Website in advance. Informatique Merkaz Inc.

5. Warranties and Acknowledgements

5.1 Acknowledgement:

You acknowledge that:

a) You are authorized to create the Informatique Merkaz Inc. (NutraSoft) Account (where applicable), to access and use the Services and the Website and to use the Information and Data that You input into the Website, including any information or Data input into the Website by any person You have authorized to use the Service. You are also authorized to access the processed Information and Data made available to You through Your use of the Website and the Services (whether that Information and Data is Your own or that of anyone else).

b) Informatique Merkaz Inc. (NutraSoft) has no responsibility to anyone other than You, and nothing in this Agreement confers or purports to confer a benefit on anyone other than You. You may not use the Services or access the Website on behalf of another person, except if You are an Authorized User of an Informatique Merkaz Inc. (NutraSoft) Account, accessing the Informatique Merkaz Inc. (NutraSoft) Account as permitted by the Account Owner. If You are an Authorized User, You warrant that You have the appropriate permissions from the Account Owner and acknowledge that You must comply with these Terms and that You are responsible for all Data You input into the Website;

c) You are responsible for authorizing any person who is given access to Information or Data, and You agree that Informatique Merkaz Inc. (NutraSoft) has no obligation to provide any person access to such Information or Data without Your authorization and may refer any requests for Information to You to address.

d) The provision of, access to, and use of the Services is on an "as is" basis and at Your own risk.

e) Informatique Merkaz Inc. (NutraSoft) does not warrant the Service being uninterrupted or error-free. Among other things, the operation and availability of the systems used for accessing the Service, Including public telephone services, computer networks and the Internet, can be unpredictable and may occasionally interfere with or prevent access to the Services. Informatique Merkaz Inc. (NutraSoft) is not in any way responsible for any such interference or prevention of Your access or use of the Services. Certain modules of Your Subscription Plan may be available for offline use, and You are responsible for maintaining the required systems to the level required for those modules.

f) Informatique Merkaz Inc. (NutraSoft) is not Your accountant and use of the Services does not constitute the receipt of accounting advice.

g) It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.

h) You remain solely responsible for complying with all applicable accounting, tax and other laws.

i) It is Your responsibility to check that submission and storage of and access to Your Data via the Software and the Website will comply with laws applicable to You (Including any applicable privacy laws and laws requiring You to retain records). Additionally, Informatique Merkaz Inc. (NutraSoft) reserves the right to audit usage of the Software and enforce changes, with fair and reasonable notice, to comply with applicable laws.

j) Informatique Merkaz Inc. (NutraSoft) may, from time to time, need to remove modules or certain functionality within modules that may be part of Your Subscription Plan. Informatique Merkaz Inc. (NutraSoft) will use reasonable endeavours to provide You with advance notice of any intention to remove modules or functionality from the Service. Still, You acknowledge that Informatique Merkaz Inc. (NutraSoft) will not be responsible for any failure to do so. Informatique Merkaz Inc. (NutraSoft) will not be liable for any loss You may suffer due to removing that module or that functionality. Where appropriate, Informatique Merkaz Inc. (NutraSoft) may refund You any Subscription Charges paid in advance for that module where the module will no longer be available.

5.2 No warranty:

Informatique Merkaz Inc. (NutraSoft) gives no warranty:

a) about the Services. Without limiting the foregoing, Informatique Merkaz Inc. (NutraSoft) does not warrant that the Services will meet Your requirements, that the Services and any data used are up-to-date, or that the Services will be suitable for any particular purpose or sufficient to satisfy any of Your legal obligations (Including under any applicable privacy law). To avoid doubt, all implied conditions or warranties are excluded to the extent permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

b) about the operation, performance or functions of any third-party services that Informatique Merkaz Inc. (NutraSoft) integrates into, nor for the performance of the integration.

c) Any customization that may have been performed for you will be compatible with any updates to the services, and any hardware, application, or set-up or any such customizations will continue to work after any upgrade of the services by Informatique Merkaz Inc. (NutraSoft).

6. Authorized Person

6.1 Authorized:

Informatique Merkaz Inc. (NutraSoft) gives no warranty:

a) it has the authority from the Account Owner to agree to these Terms on behalf of the Account Owner and to access information and give instructions on the Account Owner's behalf in relation to these Terms;

b) by registering to use the Service on behalf of the Account Owner, the Authorized Person binds the Account Owner to the performance of all obligations (Including payment obligations) of the Account Owner under these Terms without limiting the Authorized Person's obligations under these Terms;

c) where the Authorized Person pays the Subscription Charges on behalf of the Account Owner, it shall not charge the Account Owner any premium or additional amount for the Services; and

d) we may rely upon an act in accordance with any instructions received from the Authorized Person as if they had been made by the Account Owner and without checking the authority of the Authorized Person.

6.2 No liability:

Informatique Merkaz Inc. (NutraSoft) is not liable for any act or omission of Informatique Merkaz Inc. (NutraSoft) in reliance on any notice or instructions given by the Authorized Person.

6.3 Removal of Authorized Person:

If the Account Owner requests that We do so, We may remove the Authorized Person's access to the Account Owner's Subscription Plan and Data.

7. Indemnity

7.1 Account Owner Indemnity:

You will indemnify and keep indemnified Informatique Merkaz Inc. (NutraSoft) against all expenses, fines, losses (including loss of profit), damages and costs (Loss) sustained or incurred by Informatique Merkaz Inc. (NutraSoft) arising directly or indirectly from Your breach of any of these Terms, including any costs relating to the recovery of any Subscription Charges that are due but have not been paid by You. Without limiting the foregoing, You will indemnify Informatique Merkaz Inc. (NutraSoft) against any claims or loss relating to:

a) Informatique Merkaz Inc. (NutraSoft)'s refusal to provide any person access to Your Information or Data under these Terms

b) Informatique Merkaz Inc. (NutraSoft)'s making available Information or Data to any person with Your authorization; and

c) any claim by any third party that You do not have the right to use any Data or that Your use of any Data is a breach of a third party's Intellectual Property Rights.

7.2 Authorized Person's indemnity:

Where an Authorized Person registers for the Service on behalf of an Account Owner according to clause 6, the Authorized Person indemnifies Informatique Merkaz Inc. (NutraSoft) for any Loss sustained or Incurred by Informatique Merkaz Inc. (NutraSoft)(Including the matters set out in sub-clause

7.1(a) to (c) above (with the necessary changes) arising directly or indirectly from the Authorized Person's breach of any of the warranties set out in clause 6.1 or that occur as a result of Informatique Merkaz Inc. (NutraSoft) acting in accordance with any instruction by the Authorized Person, Including any costs relating to the recovery of any Subscription Charges that are due but have not been paid by the Account Owner and any Loss pertaining to it.

8. Limitation of Liability

8.1 Exclusion:

To the maximum extent permitted by law, in no event shall Informatique Merkaz Inc. (NutraSoft) be liable or responsible to You (or any other person) in contract, tort (Including negligence), or otherwise, for any direct, indirect, special, Incidental, consequential or punitive damages or loss (Including but not limited to loss or corruption of Information, loss or corruption of Data, the cost of recovering such data or information and any loss of business profits, savings, goodwill, reputational damage, refunds or chargebacks Incurred, (business or anticipated business) or damage arising out of or in connection with any use of, or reliance on, or inability to use or rely on the Service or Website or from any failure by You to comply with these Terms.

8.2 Maximum aggregate liability:

The maximum aggregate liability of Informatique Merkaz Inc. (NutraSoft) to You for any reason relating to this Agreement, these Terms, the Website or the Service will be limited in respect of any one Incident, or series of connected Incidents, to the Subscription Charges paid by You in the 12 months before the occurrence of the first Incident. In relation to any marketing services, the maximum aggregate liability of Informatique Merkaz Inc. (NutraSoft) to You will be limited, in respect of all Incidents in any 12 months, to the management fee portion of the Subscription Charges paid by You in the prior 12 months.

8.3 Exclusive remedy:

If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

9. Confidentiality, Privacy and Data

9.1 Confidentiality:

Each party (Receiving Party) shall keep the other party's (Providing Party) Confidential Information confidential and secure and not disclose or permit disclosure of the Providing Party's Confidential information to any third party. This clause does not apply to any disclosure of Confidential Information:

a) required to be disclosed by law or

b) that the Providing Party agrees to in writing before the disclosure is made; or

c) is or becomes publicly available through no fault of the Receiving Party; or

d) is independently acquired or developed by the Receiving Party without breaching any of its obligations under this Agreement or at law, and without the benefit or use of any of the Providing Party's Confidential Information disclosed by the Providing Party; or

e) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

f) is lawfully acquired by the Receiving Party from a third party, provided such information is not obtained due to a breach by that third party of any confidentiality obligations owing to the Providing Party.

9.2 Data:

Informatique Merkaz Inc. (NutraSoft) may use Data inputted by You for analysis in aggregate form or for Informatique Merkaz Inc. (NutraSoft)'s internal training or billing purposes.

9.3 Privacy:

a) Informatique Merkaz Inc. (NutraSoft) maintains a privacy policy at nutrasoft.ca/privacy that sets out the party's obligations regarding collecting, using, and disclosing Personal Information. Accepting these Terms also constitutes acceptance of the Informatique Merkaz Inc. (NutraSoft) Privacy Policy.

b) We process personal information in relation to the Services and the Website to provide You with Services and enable Your end customers to use Your services. We use this information only to the extent and for the duration required to provide the Services and process only the personal information You have collected and provided to us for that purpose. You understand and confirm that You will not provide any personal information to us that is not required for You or Your end customers to receive the relevant Services. You acknowledge that Informatique Merkaz Inc. (NutraSoft) does not filter or validate any data (Including Personal Information) that You provide to Informatique Merkaz Inc. (NutraSoft). You agree that validation and filtering will be Your sole responsibility.

c) All our staff, contractors and service providers who may process personal information have agreed to appropriate confidentiality obligations with respect to that processing.

d) We take appropriate technical and organizational measures to ensure personal information security in the Services context.

e) If You are required to make a notification of a breach in relation to personal information and/or to conduct a privacy impact assessment, We will use reasonable endeavours to assist You with such matters, taking into account the impact on Our business activities, and noting that such a request should only be made within regular business hours in Quebec, Canada. Our assistance will also consider the nature of our Personal Information and the processing we undertake.

9.4 California customer privacy terms:

To the extent Your Data comprises personal information of natural persons who are residents in California, United States of America (a "consumer"), the California Consumer Privacy Act of 2018 (CCPA) will apply to the processing of that personal information and the following provisions will apply:

a) You remain the controller of the personal information You provide to us for processing. We will process personal data only on documented processing instructions from You, and we will not disclose or retain the Personal Information for any purpose other than for the specific purpose of performing the services under these Terms or as permitted by the CCPA.

b) We will not engage another service provider to process personal information You provide Us without Your consent. You acknowledge the separate disclosure that we have made to You of the service providers that We use and note Your consent to using those service providers. Where We use (with Your consent) another service provider to process personal information, We have appropriate arrangements in place with that service provider to protect the Personal Information to the same standard that the Personal Information is protected under these terms and conditions.

c) We shall cooperate as reasonably requested by You to enable You to comply with any request by a consumer for the deletion of that consumer's personal information, as permitted by the CCPA.

10. Intellectual Property

10.1 Existing intellectual property:

Except as expressly set out in this Agreement, nothing in this Agreement will confer upon a party any rights, interest or title in Intellectual Property Rights in the other party's materials (Including any modification to that material) existing at the date of this Agreement or which is developed independently of the other party's materials.

10.2 Your Data:

We have no Intellectual Property Rights in Your Data other than to hold and make it available for the purposes contemplated by these Terms or for which it was provided.

10.3 Backup of Data:

You must maintain copies of all Data inputted into the Service. If Your Subscription Plan Includes offline Services, You must keep copies of the Data necessary for those Services on Your system. Informatique Merkaz Inc. (NutraSoft) adheres to its best practice policies and procedures to prevent data loss, including creating periodic back-ups of Data. Still, Informatique Merkaz Inc. (NutraSoft) does not guarantee that there will be no loss or corruption of Data. Informatique Merkaz Inc. (NutraSoft) expressly excludes liability for any loss or corruption of data, no matter how it is caused.

10.4 Termination of Service:

Following the termination of Your Subscription Plan, we reserve the right to delete all of Your Data in the normal course of operation. You acknowledge and confirm that Your Data cannot be recovered once deleted, and Informatique Merkaz Inc. (NutraSoft) will have no liability for any deleted Data.

11. Termination

11.1 Term:

These Terms come into effect upon the commencement of Your Subscription Plan and continue in force unless and until terminated in accordance with this clause 11.

11.2 Termination for convenience:

If our quote to You (if any) does not specify a minimum term, either party may terminate these Terms and Your Informatique Merkaz Inc. (NutraSoft) Account for convenience by giving written notice to the other party at least 20 days before the end of a calendar month. These Terms and Your Informatique Merkaz Inc. (NutraSoft) Account will then terminate at the expiry of that calendar month. Informatique Merkaz Inc. (NutraSoft) will not provide any refund for any prepaid subscription charges upon termination. Suppose You terminate these Terms for convenience pursuant to clause 11.2. In that case, You are liable to pay all relevant Subscription Charges up to and including the end of the calendar month these Terms were terminated.

11.3 Minimum term:

If our quote to You specifies a minimum term, these Terms will continue for the minimum term specified in the quotation unless:

a) we terminate these Terms by giving You at least 40 days written notice or

b) You terminate these Terms by giving us at least 20 days written notice, in which case You must pay us all relevant Subscription Charges up to and including the end of the minimum term. The parties agree that the purpose of the payment term in clause 11.3(b) is to reflect and give effect to the minimum term arrangement and is not intended to be punitive.

11.4 Termination for breach:

If a Breach Event (as defined below) occurs, Informatique Merkaz Inc. (NutraSoft) may, at its sole discretion and without notice to You, take any or all of the following actions:

a) Terminate this Agreement and Your use of the Services and the Website;

b) Suspend for any definite or indefinite period of time, Your use of the Services and the Website;

c) Suspend or terminate access to all or any Data.

d) Take any of the actions in sub-clauses (a), (b) and (c) of this clause 8(2) in respect of any or all other persons whom You have authorized to have access to Your Information or Data.

A "Breach Event" occurs if:

a) You breach any of these Terms and fail to remedy the breach within 7 days after receiving notice requiring You to do so;

b) You breach any of these Terms where that breach is not capable of remedy;

c) You are, become, or are deemed to be, insolvent or bankrupt;

d) You make an assignment for the benefit of, or enter into or make any arrangement or composition with Your creditors;

e) You go into receivership or have a receiver, trustee and manager (or either of them) (Including a statutory manager) appointed in respect of all or any of Your property; or

f) any resolution is passed, or any proceeding is commenced, for the winding up or liquidation of that other party (other than for the purposes of a solvent reconstruction)

11.5 Data access:

Your Data (Including any personal information) will only be retained by Informatique Merkaz Inc. (NutraSoft) for up to 30 days after the termination of Your Informatique Merkaz Inc. (NutraSoft) account (unless You request the deletion of Your Data earlier). We will provide reasonable access to You to retrieve and download Your Data during this time, provided that all Subscription Charges owing by You up to the date of termination are paid. This access is for the retrieval and download of Data only, and You will receive no other Services after the termination date. All Data will be deleted 30 days after Your Informatique Merkaz Inc. (NutraSoft) account is terminated.

11.6 Accrued Rights:

Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement, You will:

a) remain liable for any accrued charges and amounts which become due for payment before or after termination and

b) immediately cease to use the Services and the Website.

11.7 Survival:

Clauses 3, 5, 6, 7, 8, 9, 10, 11, and 12 survive the expiry or termination of these Terms

12. General

12.1 Entire Agreement:

These Terms, together with the Informatique Merkaz Inc. (NutraSoft) Privacy Policy, each Statement of Work, and the terms of any other notices or instructions given to You under these Terms of Use constitute the entire Agreement between the parties and supersede all prior communications, representations, agreements or understandings, either verbal or written, between the parties concerning the subject matter of this Agreement.

12.2 Rights of Third Parties:

A person not a party to these Terms has no right to benefit under or enforce any term of these Terms.

12.3 Delays:

Neither party will be liable for any delay in meeting, or failure to meet, its obligations under this Agreement (other than the obligation to pay money) to the extent that such delay or failure is caused by any event outside its reasonable control (including, without limitation, any delay or failure caused by any act or omission to the other party).

12.4 No Assignment:

You may not assign, pledge or transfer any rights, duties or obligations to any other person except with the previous written consent of Informatique Merkaz Inc. (NutraSoft).

12.5 Waiver:

No failure or delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver, nor will any single or partial exercise preclude any other or further exercise or the exercise of any right, power or privilege under this Agreement. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

12.6 Severability:

If any provision of this Agreement is, or becomes, unenforceable, illegal or invalid for any reason, the relevant provisions shall be deemed to be modified to the extent necessary to remedy such unenforceability, illegality or invalidity, or if this is not possible then such provisions shall be severed from this Agreement, without affecting the enforceability, legality or validity of any other provision of this Agreement.

12.7 Governing law and jurisdiction:

These Terms shall be governed by, construed and enforced (whether in contract, tort or statute, in accordance with the internal laws of the Province of Quebec, Canada, and unless expressly stated otherwise, You and Informatique Merkaz Inc. (NutraSoft) submit to the non-exclusive jurisdiction of the Courts of Quebec, Canada.

12.8 Notices:

All notices given by a party under this Agreement must be in writing and delivered by e-mail. A notice sent by email is effective on transmission, provided that any communication received or deemed received after 5 pm or on a day not a business day is deemed not to have been received until the next business day. Notices to Informatique Merkaz Inc. (NutraSoft) must be sent to nutrasoft.ca/contact or any other email address notified by Informatique Merkaz Inc. (NutraSoft). Notices to You will be sent to the email address You provided when setting up Your access to the Service.

NutraSoft Terms of Service

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