Terms & Conditions - Reacts | Interactive audio-video platform

GENERAL TERMS OF USE

Last updated: March 20, 2020. The following text replaces any previous version in its entirety.

1. YOUR AGREEMENT WITH INNOVATIVE IMAGING TECHNOLOGIES INC. (“IIT”).

1.1. You are entering into an agreement with IIT, which is a Quebec company, and you agree to be bound by the laws of the Province of Quebec, Canada, and the laws of Canada applicable therein.

1.2. This document sets forth your legal agreement with IIT. Your use of any IIT website, application or service (collectively “Service” or “Services”) that reference these terms is subject to these Terms of Use (the “General Terms”) and includes the Services specifically related to the Reacts platform (the “Software Services”).

1.3. Some Services may also be subject to additional or different terms (the “Additional Terms”).

1.4. If there is any conflict between the General Terms and the Additional Terms, then the Additional Terms take precedence in relation to the relevant Service(s). The General Terms, any applicable Additional Terms and all other documents incorporated by reference in these General Terms are referred to as the “Terms”.

1.5. IIT may change the General Terms at its sole discretion. If IIT changes the General Terms, then IIT will make a new copy available on the website www.reacts.com.

1.6. Your use of the Services is subject to the most current version of the Terms at the time of such use.

2. DEFINITIONS.

Unless otherwise defined, capitalized terms used throughout these General Terms have the meanings stated below:

2.1. “Account” signifies your Reacts account and includes your Account Information.

2.2. “Account Information” means your User Information, your Account Settings as well as your Usage Information.

2.3. “Account Settings” means your Account status, the enablement of the Account’s two factor authentication, your Account activation date as well as the date and time of the Account’s last authentication.

2.4. “Administrator” means an IIT support agent or an Account holder that has been granted certain administrative permission(s), such as but not limited to the management of: (i) Accounts, (ii) Subscriptions or (iii) Organizational Directories.

2.5. “Contact Information” means the information contained in your User Profile that you can make visible to other Users.

2.6. “Customer” means an individual, a corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, unit within an Organization or other entity with purchasing authority.

2.7. “Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, and any other intellectual and proprietary rights.

2.8. “IIT Materials” means any data provided by IIT under these Terms, including without limitation any information, documents, images, photographs, graphics, audio, videos, webcasts, products, Software or Intellectual Property Rights.

2.9. “Law” means any law, regulation, standard, policy, practice or generally accepted guideline in any applicable jurisdiction, such as any laws regarding the export of data or software to and from Canada or other applicable countries.

2.10. “Marks” means the trademarks, logos and service marks displayed when accessing the Services

2.11. “Organization” means an individual or any entity with governance over one or more Customer.

2.12. “Organizational Directory” means a list of Users managed by an Organization that can be Shared by the Organization, in whole or in part. A User that has been added to an Organizational Directory can be contacted by the other Users from that same Organizational Directory.

2.13. “Share” means to email, post, transmit, upload, or otherwise make available through your use of the Services.

2.14. “Software” means IIT software code and associated documentation, including without limitation any applications related to the Services, content files, drivers, patches, or fonts.

2.15. “Subscription” means an access to the Services. To clarify, access to the Services comes from the assignment of a subscription to an Account. There are several types of subscriptions such as but not limited to: (i) Trial, (ii) Pro, (iii) Standard, (iv) Guest and (v) Machine. A subscription can be assigned to a User Account: (i) at registration, (ii) at purchase or (iii) by an Administrator.

2.16. “Usage Information” means the information associated with the usage of an Account and is accessible for the Organization owning the Account. Such Usage Information includes the following: (i) User’s first and last names, (ii) User’s email address, (iii) User’s IP address, (iv) date and time of the User’s sign-in and sign-out, (v) Reacts session date and time (start and end), (vi) Reacts session ID, (vii) Organization ID, (viii) Reacts session counterpart if the counterpart provided consent to the same Organization, (ix) Reacts session type, (x) duration of the Reacts session, (xi) *area of care, (xii) *province, (xiii) *User’s Regulatory College and (xiv) *User’s professional registration number (* denotes information that is optional to use the Services and will only be captured if they are provided by the User).

2.17. “User” means an individual accessing any of the Services. To clarify, while you are using the Services, you are considered as a User, whether you are also considered to be an Organization, a Customer or an Administrator as defined herein.

2.18. “User Data” means any data provided by you or Shared with you contained in your Reacts Library or secure messaging.

2.19. “User Information” means the personal information provided by you when you register for the Services (such as your first name, last name and email address), your Subscription(s), your preferred language, the information you add to your User Profile and if applicable, the visibility status of the User Profile information, as well as the Subscription purchase history when you are the Subscription Owner.

2.20. “User Profile” means the representation of the identity of the User by its Contact Information when the User uses some of the Services. The User Profile includes mandatory and optional information regarding the User as well as offers the possibility to modify the visibility status of certain information. Among the Contact Information, only the User’s first and last names are Shared by default with the Reacts community.

3. ACCEPTANCE OF TERMS.

3.1. You may not use the Software Services if you do not agree with the Terms. You may accept the Terms by selecting “I agree” to these Terms or by using the Software Services in any way, including access from an IIT authorized third party.

3.2. You may not use the Services if (i) you are prohibited by Law from receiving or using the Services, (ii) you are not fully able and competent to enter into a binding contract with IIT, or (iii) you did not accept the Terms where acceptance of said Terms is required.

3.3. When IIT updates Terms or policies, IIT may require you to consent to the updated Terms or policies before further use of the Software Services is permitted.

3.4. If you comply with the Terms, IIT grants you a non-exclusive, non-transferable, revocable right to access and use the Software Services, to Share your Account Information and your User Data using the Services and to use the IIT Materials in connection with the Software Services, subject to the restrictions stated in these Terms.

3.5. You agree that IIT may contact you to inform you of the following, including, but not limited to: (i) update(s) to the Services, Terms, policies or any other legal matter, (ii) scheduled downtime for maintenance and/or upgrades of the Services, (iii) notification(s) relating to your Account or Subscription(s) such as, Subscription expiration or Subscription renewal, (iv) Account locked do to too many failed login attempts, (v) missed chat messages, (vi) reset password, (vii) purchase confirmation or (viii) if IIT suspects a problem that could impact the security or privacy pertaining to your use of the Services.

4. PRIVACY POLICY.

4.1. For information about how IIT manages your personal information, please read IIT’s Privacy Policy on the website www.reacts.com.

5. IIT OWNERSHIP RIGHTS.

5.1. The Services and IIT Materials as well as their selection and arrangement, are protected by Intellectual Property Rights. Except as expressly provided in the Terms, IIT and its licensors do not grant any express or implied rights to use the Services or IIT Materials. All rights, title, and interest in the Services and IIT Materials, in all languages, formats, and media throughout the world, are and will continue to be the exclusive property of IIT and/or its licensors and nothing in the Terms shall be construed to confer any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights, to you or any third party.

5.2. The Marks are the property of IIT or other rights holders. You are not permitted to use the Marks without the prior consent of IIT or the rights holders. IIT and the IIT logos are trademarks of IIT.

6. ACCESS TO THE SERVICES.

6.1. Service Availability.

6.1.1. IIT uses reasonable efforts to make the Services available 24 hours a day, 7 days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades, or as a result of telecommunication failures that are beyond IIT’s control. IIT will take reasonable steps to minimize such disruption, to the extent it is within IIT’s reasonable control.

6.1.2. Certain Services may not be available in all languages.

6.1.3. Certain Software Services and IIT Materials may be available only if you or your Organization have paid a fee or have provided certain Account Information.

6.1.4. IIT may modify or interrupt the Services or IIT Materials, or any portion thereof. You agree that IIT shall not be liable to you or anyone else if IIT does so, except as may be set forth in any Additional Terms applicable to a particular Service.

6.1.5. Abusive or excessive usage of the Services may result in the temporary or permanent suspension of your access to the Services. IIT, in its sole discretion, will determine what constitutes abusive or excessive usage of its Services.

6.2. Payment Terms.

6.2.1. IIT’s Software Services may require you or your Organization to purchase a Subscription in order to access all or part of the Software Services (the “Subscription Fees”). Subscription Fees are non-refundable and non-transferable. Subscription Fees may change upon notice from IIT.

6.2.2. You or your Organization are responsible for paying all taxes levied in connection with your use of the Software Services. If payment is to be made by you, your credit card company or bank may impose on you other fees, such as foreign exchange fees, in connection with your payment of the Subscription Fees.

6.2.3. You agree that, if Subscription Fees are to be paid by you, in the event IIT is unable to collect the Subscription Fees owed by you to IIT for the Software Services, IIT may take the steps it deems necessary to collect such Subscription Fees from you and that you will be responsible for all costs and expenses incurred by IIT in connection with such collection activity.

6.2.4. Your ability to access the Services may require payment of third-party fees such as telephone toll charges, mobile carrier fees, ISP, data plan, etc. IIT has no connection to or responsibility for such fees.

6.3. Software.

6.3.1. If the Software is a pre-release version, then you are not permitted to use or otherwise rely on the Software for any commercial or production purposes, notwithstanding anything to the contrary included within an accompanying license agreement.

6.3.2. IIT may provide mobile and tablet applications through third parties that interact with the Services. You are responsible for obtaining and maintaining any equipment or ancillary services needed to access mobile and tablet applications and you are responsible for all applicable taxes and fees incurred while accessing such applications, such as fees from your mobile carrier, overage charges, etc.

6.3.3. By default, the Software automatically downloads and installs updates from IIT and, you agree to receive such updates and permit IIT to deliver these to you, with or without your knowledge, as part of your use of the Services. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new Software modules, and completely new versions.

7. USER CONDUCT.

7.1. Services and IIT Materials.

In order to use the Services, you agree to the following:

7.1.1. Not to alter, copy, modify, or re-transmit IIT Materials;

7.1.2. Not to lease, license, rent, or sell IIT Materials or the right to use and access the Services;

7.1.3. Not to remove, obscure, or alter any text or proprietary notices contained in IIT Materials;

7.1.4. Not to copy or imitate part or all of the design, layout or look-and-feel of any of the Services and IIT Materials, which are protected by Intellectual Property Rights;

7.1.5. Not to access or attempt to access the Services by any means other than the interface provided by IIT and not to circumvent access or usage restrictions put into place to prevent certain uses of the Services; and

7.1.6. You can only use the Services, IIT Materials, your Account Information and your User Data as permitted by the Terms and the Law.

7.2. Your Account and Account Information.

7.2.1. You agree to keep your Account Information accurate.

7.2.2. It is your responsibility to keep your authentication credentials confidential at all times and you are solely responsible for all activity that occurs via your Account.

7.2.3. If you become aware of any unauthorized use of your Account, or any other breach of security, you agree to notify IIT by contacting IIT’s customer support.

7.2.4. You agree not to share your Account and not to use or create a generic Account, such as an Account used by more than one individual.

7.3. Prohibited Conduct.

In order to use the Services, you agree not to use, or to encourage or permit others to use, the Services to:

7.3.1. Share any data, including without limitation your User Data, any information Shared with you, document, image, photograph, graphic, audio, video or webcast that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, obscene, child pornographic, lewd, profane, invasive of another’s privacy, hateful, or racially, ethnically, ethically or otherwise objectionable;

7.3.2. Stalk, intimidate, and/or harass another;

7.3.3. Incite violence;

7.3.4. Harm minors in any way;

7.3.5. Share any data, including without limitation your User Data, any information Shared with you, document, image, photograph, graphic, audio, video or webcast that you do not have a right to Share under any Law or contractual or fiduciary relationship, or that infringes any Intellectual Property Right or other proprietary right of any party;

7.3.6. Use the Services in a manner that it will mislead a User into believing that s/he is interacting directly with IIT or any of the Services;

7.3.7. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

7.3.8. Forge headers or otherwise manipulate identifiers to disguise the origin of any data posted on or transmitted through the Services;

7.3.9. Use any IIT domain name as a pseudonymous;

7.3.10. Share any data that contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of networks, telecommunications, computer software or hardware;

7.3.11. Access or use the Services in any manner that could damage, disable, overburden or impair any Services, servers or networks connected to the Services;

7.3.12. Intentionally or unintentionally interfere with or disrupt the Services, or violate any applicable Laws related to the access to or use of the Services, violate any requirements, procedures, policies or regulations of networks connected to the Services or engage in any activity prohibited by the Terms;

7.3.13. Disrupt or interfere with the security, access or otherwise cause harm to the Services, IIT Materials, systems resources, Accounts, passwords, servers or networks connected to or accessible through the Services or any affiliated or linked sites, such as, but not limited to, using a man-in-the-middle attack, a Domain Name System (DNS) spoofing technique or any other technique to intercept, divert or decrypt data;

7.3.14. Disrupt, interfere with, or inhibit any other User from using and enjoying the Services or IIT Materials, or other affiliated or linked sites, services or materials;

7.3.15. Access or attempt to access any material that is not your User Data and that you are not authorized to access;

7.3.16. Market any goods or services for any business purposes including, but not limited to, advertising and making offers to buy or sell goods or services;

7.3.17. Reproduce, sell, trade, resell or exploit for any commercial purposes, any portion of the Services or any material that is not your User Data;

7.3.18. Use any data mining, robots, or similar data gathering and extraction methods in connection with the Services;

7.3.19. Host, on a subscription basis or otherwise, the Services without IIT’s authorization, including any related application to (i) permit a third party to use the Services to create, transmit, or protect any content or (ii) conduct conferences or online meeting services for a third party;

7.3.20. Defraud, defame or otherwise violate the legal rights of others, such as rights of privacy and publicity;

7.3.21. Allow a third party to access or use your Account in any way; or

7.3.22. Collect or store data about other Users in connection with the prohibited conduct and activities set forth in the Terms.

7.4. Collection, Use and Disclosure of Personal Information.

7.4.1. You are responsible for ensuring that the collection, use and disclosure of any personal information in connection with the Services are in accordance with applicable Laws and all other obligations whether legal or organizational.

7.4.2. You represent and warrant that, in collecting, using and/or disclosing personal information through your use of the Services, you are allowed, and therefore allowing IIT as the provider of such Services, to collect, use and/or disclose said personal information through the Services, as the case may be.

7.4.3. You acknowledge that IIT shall rely exclusively upon your covenant under the Terms to collect, use and/or disclose personal information through the use of the Services.

7.4.4. Preceding any collection of personal information on behalf of a public body or a third party, you must identify yourself and inform the person concerned of the following:

(a) the name and address of the public body or third party in whose name the personal information is collected;

(b) the purpose for which the collection of personal information is intended;

(c) the categories of persons who will have access to the collected personal information;

(d) whether the collection of personal information is compulsory or voluntary;

(e) the consequences for the person concerned or, as the case may be, for the third party, of a refusal to reply to the collection of personal information request; and

(f) the right of access and correction provided by Law for the person concerned when personal information is collected.

7.5. Use of the Services for Medical Purposes.

When using the Services for medical purposes, you agree to the following:

7.5.1. Any direct or indirect information relating to a patient (the “Person Concerned” or “Patient”) in your Account remains the property of the Patient. In this case, you must respect the standards of professional ethics of your professional order, as it pertains to patient privilege, professional secrecy, consent and record keeping obligations.

7.5.2. It is your responsibility to obtain and retain the consent of the Patient.

7.5.3. The Patient’s renunciation of confidentiality or authorization to exchange information electronically does not release you from your professional duty to ensure, as far as possible, professional secrecy.

7.5.4. You represent and warrant that you are in good standing with your license to practice.

7.5.5. You may be required to register with a health insurance provider and/or other regulatory bodies in order to share information, such as Usage Information, in order to enable telemedicine billing.

8. YOUR USER DATA, YOUR SHARED DATA AND YOUR ACCOUNT INFORMATION.

8.1. Your User Data.

8.1.1. IIT will not access, listen or view your User Data.

8.1.2. You agree that IIT retains the right to create reasonable limits on the use of the Services, including your User Data, such as limits on file size, storage space, processing capacity and similar limits described in the web pages accompanying the Services and as otherwise determined by IIT at its sole discretion. IIT may require you to manage, including up to deletion, your User Data until you are within the storage space limit associated with your Account.

8.1.3. You agree that you, and not IIT, are entirely responsible for all of your User Data that you Share, whether publicly posted, privately transmitted or by granting an access right to it. You assume all risks associated with the use of your User Data, including any reliance on its accuracy, completeness or usefulness.

8.1.4. Certain Services may enable you to specify the level at which such Services restrict access to your User Data. You are solely responsible for applying the appropriate level of access to your User Data.

8.2. Your Shared Data.

As part of your use of the Services, you may Share some of your User Data with other Users or an Organization (“Your Shared Data”).

8.2.1. You acknowledge that Sharing some of your User Data through the Services will Share your User Data with the intended User or Organization and your User Data will be received by the intended User or Organization within the definition of “User Data”, as it applies for the intended User or Organization. For example, if you receive an image via the Reacts messaging feature, that image will qualify as your User Data, as it applies to you.

8.2.2. It is your sole responsibility to determine what limitations, if any, are placed on Your Shared Data. IIT does not monitor or control what other Users or Organizations do with Your Shared Data, nor can IIT prevent them from adding to, modifying, or adapting Your Shared Data.

8.2.3. You agree that IIT has no liability of any kind should other Users or Organizations use, modify, destroy, corrupt, copy, or distribute Your Shared Data in violation of the limitations that you may impose on the usage of Your Shared Data.

8.2.4. You shall comply with all data protection and privacy Laws and rules applicable to the personal information of other Users.

8.3. Account Information.

8.3.1. Section 7, unless IIT expressly allows you the right to create and manage Account(s) or Subscription(s) as an Administrator or unless expressly permitted in the Additional Terms, you may not use another individual’s Account Information. To clarify, an Administrator may only use another individual’s Account Information in accordance with Sections 9.1 and 9.2 and must use its own Account to do so, as detailed in Section 7.2.4. Thus, an Administrator’s right to use another individual’s Account Information will never allow that Administrator to the use of the Software Services on behalf of another individual.

8.3.2. By default, you consent to Share your first name and last name with the Reacts community through your User Profile.

8.3.3. IIT may have access to certain information, such as audit logs and your Account Information, as reasonably necessary to perform the Services, including but not limited to:

(a) Respond to your support requests;

(b) Detect, prevent, or otherwise address fraud, security or technical issues;

(c) As deemed necessary or advisable by IIT, in good faith, to conform to legal requirements or comply with legal process; or

(d) Enforce these Terms, including investigation of potential violations as described in the Terms.

8.4. Account Information and User Data.

8.4.1. Retention of your Account Information and your User Data.

(a) IIT retains your Account Information and your User Data no longer than is necessary to carry out the Services, to execute the deletion of your Account, your Account Information and your User Data and/or as required by Law.

(b) When your Account Information and your User Data are deleted from your Account, it may take up to one (1) hour for your Account Information and your User Data to be deleted from IIT’s accessible systems, and up to ninety (90) days from IIT’s backup systems.

(c) When your Account is deleted, IIT will only retain audit logs information.

(d) When your Account becomes inactive and is no longer associated to a valid Subscription or a termination request has been made as per Section 19, IIT will place your Account, your Account Information and your User Data in a deletion pending state (the “Deletion Pending State”) for a minimum of ninety (90) days. You are responsible to remove and/or extract your Account Information and your User Data while your Account is active and associated to a valid Subscription.

(e) IIT’s process to delete Accounts, Account Information and User Data placed in the Deletion Pending State is performed four (4) times per year. Therefore, your Account, your Account Information and your User Data may take up to one hundred and eighty-three (183) days to be deleted from IIT’s accessible systems (the “Deletion Delay”). After the Deletion Delay, your Account, your Account Information and your User Data will no longer be accessible on IIT’s accessible systems and will be permanently deleted from IIT’s backup systems within ninety (90) days following the Deletion Delay.

(f) IIT does not restore any Account, Account Information and/or User Data from its backup systems when deletion is explicitly or implicitly triggered.

9. ACCOUNT AND SUBSCRIPTION OWNERSHIP.

The ownership of the Account and the Subscription depends on the context in which the Services are provided to the User.

9.1. Account ownership.

An Account, regardless of the Subscription associated to that Account, can be owned by a User or an Organization. The User owns the Account unless s/he explicitly cedes the ownership of the Account to an Organization. By ceding the ownership of the Account to an Organization, the User must consent to share certain administrative rights and Account Information with said Organization and its designated Administrator(s). It is the User’s sole responsibility to ensure that s/he has all the necessary rights and authorizations to cede the ownership of the Account.

9.1.1. Administrative Rights associated to an Account:

(a) Delete the Account (the deletion of the Account will include the deletion of the User Data);

(b) Disable the Account (the disablement of the Account will make the User Data inaccessible);

(c) Add and remove contacts to the Account (only the contacts added by the Organization can also be removed by the Organization);

(d) Transfer the Ownership of the Account;

(e) Add and remove the Account from an Organizational Directory;

(f) Enable and disable the Account’s two factor authentication;

(g) Manage some of the conditions under which a User can be contacted under Section 3.5.; and

(h) Access to and share your Account Information.

9.2. Subscription ownership.

A Subscription, regardless of the Account it is associated with, can only be owned by an Organization. By accepting a Subscription from an Organization, the User must consent to share certain administrative rights and certain information with the Organization that owns the Subscription and its designated Administrator(s).

9.2.1. Administrative Rights associated to a Subscription:

(a) Assign and unassign the Subscription;

(b) Renew the Subscription;

(c) Upgrade and downgrade the Subscription type;

(d) Place the Subscription within an Organization;

(e) View the purchase history associated to the Subscription;

(f) Add and remove the Contact Information from an Organizational Directory; and

(g) View the following personal information:
* First and last names associated with the Subscription;
* Email address associated with the Subscription.

9.3. Access right to User Data.

Regardless of the ownership status of the Account and/or Subscription(s), you remain the sole custodian of your User Data. Only you can allow access and/or Share your User Data with other Users, an Organization and/or other third parties, in whole or in part. IIT will not be able to intervene nor restore your User Data following a deletion or deactivation carried out by the Account owner.

9.3.1. Administrative Rights of a User:

(a) Add or remove contacts to the Account (only the contacts added by the User can also be removed by the User);

(b) Modify editable information in the User Profile; and

(c) Add, delete, view, modify and Share your User Data.

10. INFORMATION SHARED WITH MEDICAL AUTHORITIES.

10.1. Subject to Sections 7.4 and 7.5, Account Information may also be shared with medical authorities when required by a User, by an Organization or by an applicable Law.

11. YOUR WARRANTY, INDEMNIFICATION OBLIGATION AND WAIVER.

11.1. You represent and warrant that: (i) you own the Intellectual Property Rights, or have obtained all necessary license(s) and permission(s), to use your Account Information and your User Data in keeping with your use in connection with the Services or as otherwise permitted by the Terms, (ii) you have the rights necessary to grant the license and sublicenses of your User Data, (iii) you have received consent from any and all persons depicted in your User Data to use your User Data as set forth in the Terms, including distribution, public display, public performance and reproduction of your User Data and (iv) your Account Information and your User Data do not violate or infringe any intellectual property right or other proprietary right, including right of publicity or privacy, of any person, company, entity or other third party.

11.2. You agree to indemnify and hold IIT and its subsidiaries, affiliates, officers, agents, employees, co-branders or other partners and licensors harmless for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other claim, demand or theory of liability arising out of or related to the transactions contemplated by these Terms and from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your User Data, your use of the Services, your connection to the Services, your use and access of personal information of other Users, the actions of any member of your Organization, your access to or use of sites or the linked sites and your connections therewith, any claim that your User Data caused damage to someone else, any dealings between you and anyone else advertising or promoting via the Services or IIT Materials, your violation of the Terms or your violation of any rights of another, including any Intellectual Property Rights.

11.3. IIT is only responsible for providing access to the Services and, considering the foregoing, IIT cannot be responsible for the purposes for which the Services are used by the User, nor for the security and privacy practices of the User.

12. DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

12.1. THE SITES, SERVICES AND IIT MATERIALS ARE PROVIDED BY IIT “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, IIT AND ITS LICENSORS MAKE NO WARRANTY THAT (I) THE SITES, SERVICES OR IIT MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITES, SERVICES OR IIT MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (III) THE QUALITY OF THE SITES, SERVICES OR IIT MATERIALS WILL MEET YOUR EXPECTATIONS OR THAT (IV) ANY ERRORS OR DEFECTS IN THE SITES, SERVICES OR IIT MATERIALS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IIT OR THROUGH OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

12.2. IIT SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR USE OF OR PARTICIPATION IN ANY SERVICES AND YOUR USE OF IIT MATERIALS. ANY IIT MATERIALS, ACCOUNT INFORMATION, USER DATA OR DATA SHARED WITH YOU, DOWNLOADED, MADE AVAILABLE OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR ACCESS OF ANY SUCH IIT MATERIALS, ACCOUNT INFORMATION, USER DATA OR DATA SHARED WITH YOU. IIT ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM ANY OF THE SERVICES.

12.3. IIT DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY IIT MATERIALS, ACCOUNT INFORMATION, USER DATA, DATA SHARED WITH YOU OR SERVICES OFFERED BY THIRD PARTIES ACCESSIBLE THROUGH LINKED SITES. IIT MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER AND SHALL NOT BE LIABLE FOR ANY SUCH THIRD PARTIES, THEIR MATERIALS OR SERVICES. ANY DEALINGS THAT YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK.

12.4. MANAGERS, HOSTS, PARTICIPANTS, MODERATORS AND OTHER THIRD PARTIES ARE NOT AUTHORIZED IIT SPOKESPERSONS AND THEIR VIEWS DO NOT NECESSARILY REFLECT THOSE OF IIT.

12.5. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IIT WILL HAVE NO LIABILITY RELATED TO YOUR ACCOUNT INFORMATION, YOUR USER DATA OR DATA SHARED WITH YOU ARISING UNDER INTELLECTUAL PROPERTY RIGHTS, LIBEL, PRIVACY, PUBLICITY, OBSCENITY OR OTHER LAWS. IIT ALSO DISCLAIMS ALL LIABILITY WITH RESPECT TO THE USE, MISUSE, LOSS, MODIFICATION OR UNAVAILABILITY OF ANY YOUR ACCOUNT INFORMATION, YOUR USER DATA OR DATA SHARED WITH YOU.

12.6. IIT WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD, YOUR ACCOUNT, YOUR ACCOUNT INFORMATION, IN PART OR IN WHOLE, IN CONNECTION WITH THE SITES, ANY SERVICES OR IIT MATERIALS, USER DATA OR DATA SHARED WITH YOU, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.

12.7. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, THEREFORE THE LIMITATIONS MENTIONED IN THIS SECTION MAY NOT APPLY TO YOU.

13. LIMITATION OF LIABILITY.

13.1. IN NO EVENT SHALL IIT, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE, OR WHETHER OR NOT IIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, OTHER TORTIOUS OR EXTRACONTRACTUAL ACTION OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SITES, SERVICES OR IIT MATERIALS, ACCOUNT INFORMATION, USER DATA OR DATA SHARED WITH YOU. NOTHING IN THE TERMS SHALL LIMIT OR EXCLUDE IIT’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF IIT OR ITS EMPLOYEES, OR FOR DEATH OR PERSONAL INJURY.

13.2. IIT’S AGGREGATE LIABILITY AND ITS AFFILIATES, LICENSORS AND SUPPLIERS UNDER OR IN CONNECTION WITH THE TERMS SHALL BE LIMITED TO TEN THOUSAND CANADIAN DOLLARS (CAD $10,000) OR THE AGGREGATE AMOUNT PAID BY YOU OR YOUR ORGANIZATION FOR ACCESS TO THE SERVICES DURING THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, WHICHEVER IS LARGER. THIS LIMITATION WILL APPLY EVEN IF IIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

13.3. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

14. INVESTIGATIONS.

14.1. Although IIT does not generally monitor User activity occurring in connection with the Services, if IIT becomes aware of any possible violations by you of any provision of the Terms, IIT reserves the right to investigate such violations and IIT may, at its sole discretion, immediately terminate your rights under the Terms, including your right to use the Services, in whole or in part, without prior notice to you. If, as a result of such investigation, IIT believes that criminal activity has occurred, IIT reserves the right to refer the matter to, and to cooperate with, any and all applicable Law enforcement authorities. Except to the extent prohibited by applicable Law, IIT is entitled to retain and/or disclose any information or data, including your Account Information and your User Data (or elements thereof), in IIT’s possession in connection with your use of the Services to (i) comply with applicable Law, legal process or governmental request, (ii) enforce the Terms, (iii) respond to any claims that your Account Information or your User Data violates the Terms or rights of third parties, (iv) respond to your requests for customer service or (v) protect the rights, property or personal safety of IIT, its Users or third parties, including the public at large, as IIT, in its sole discretion, believes to be necessary or appropriate.

14.2. IIT is committed to maintain its security and privacy policies, as well as to maintain high-quality standards for its Services. In addition, IIT will conduct, by an external expert firm, annual penetration and vulnerability tests of the Services to ensure the maintenance of quality as well as the security of the Services.

15. FEEDBACK.

15.1. You have no obligation to provide IIT with ideas, suggestions or proposals (“Feedback”). However, if you submit Feedback to IIT, IIT may use it for any purposes without compensation to you.

16. NOTIFICATION OF COPYRIGHT INFRINGEMENT.

16.1. IIT respects the Intellectual Property Rights of others and expects its Users to do the same. IIT will respond to clear notices of copyright infringement and its response to such notices may include making good-faith attempts to contact the User who posted the material at issue so that s/he may, where appropriate, contest the notification, removing or disabling access to the allegedly infringing material and/or terminating the Accounts of repeat infringers.

16.2. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is hosted on the Services, on websites linked to or from the Services or in connection with the Services, please provide us with signed written notification via registered mail (not via email or phone) of the claimed copyright infringement, using the mailing address found on the website www.reacts.com, which must contain all of the following elements: (i) a signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed, (ii) a description of the copyrighted work(s) that you claim have been infringed and identification of what material in such work(s) is claimed to be infringing and which you request to be removed or access to which is to be disabled, (iii) a description of where the material that you claim is infringing is located on the Services, (iv) information sufficient to permit IIT to contact you, such as your physical address, telephone number and email address, (v) a statement by you that you have a good faith belief that the use of the material identified in your notice is not authorized by the copyright owner, its agent or the Law and (vi) a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

16.3. If you believe that your access to your material has been disabled or removed by IIT following a wrongful or erroneous notice of copyright infringement, please provide us with signed written notification via registered mail (not via email or phone), using the mailing address found on the website www.reacts.com, which must contain all of the following elements: (i) identification of the material that was removed from the Services and the location of the Service on which the material appeared before it was removed, (ii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled and (iii) information sufficient to permit IIT to contact you, such as your physical address, telephone number and email address.

17. ADVERTISING.

17.1. You agree that IIT may display advertisements for its Services on its public website.

18. LINKS TO OTHER SITES.

18.1. The Services may include links that will take you to websites or services not operated by IIT. Whether the link was provided by IIT as a courtesy or whether it was posted by a User, IIT has no control over non-IIT websites or services. You agree that IIT is not responsible for the availability or contents of any websites or services that are not operated by IIT.

19. TERMINATION.

19.1. Termination by you.

19.1.1. As a User, you may stop using the Services at any time. You are responsible to remove and/or extract your User Data prior to termination.

19.1.2. To terminate your Account, you must submit an Account deletion request to IIT or, if your Account is owned by an Organization, to the Organization’s designated Administrators.

19.1.3. The termination of your Account will place your Account, your Account Information and your User Data in the Deletion Pending State, as described in Section 8.4.1

19.1.4. Any fees paid by you prior to your Account termination are not refundable and termination of your Account shall not relieve you of any obligation to pay any accrued fees or charges.

19.2. Termination by the Organization owning your Account.

19.2.1. Termination of the Services by the Organization owning your Account will terminate the Services accessible through your Account. The termination of the Account by the Account owner will include the termination of your access to your Account, your Account Information and your User Data, and will place your Account, your Account Information and your User Data in the Deletion Pending State, as described in Section 8.4.1.

19.2.2. Any fees paid prior to your Account termination are not refundable and termination of your Account by the Organization owning your Account shall not relieve you of any obligation to pay any accrued fees or charges, as the case may be.

19.3. Termination by IIT.

19.3.1. IIT may, at its sole discretion, suspend or terminate all or a portion of your access to the Services and/or ban you from any future use of the Services for, but not limited to, the following reasons:

(a) You, the Organization owning your Account and/or owning one of your Subscription(s) have breached any provision of the Terms or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms;

(b) IIT has not received the payment of the Subscription Fees;

(c) IIT is required to do so by Law;

(d) The provision of the Services to you by IIT is, in IIT’s opinion, no longer commercially viable;

(e) IIT has elected to discontinue the Services or any part thereof; or

(f) There has been an extended period of inactivity in your Account.

19.3.2. IIT shall not be liable to you or any third party for any termination or limitation of your access to your Account, your Account Information and your User Data for cause.

19.3.3. Upon termination of your use of the Services by IIT for any other reason than for cause, IIT will make reasonable effort to notify you at least thirty (30) days prior to termination, at the email address associated to your Account, with instructions on how to retrieve your User Data prior to such termination and will provide you with a prorated refund for the portion of the Services that you have prepaid and has not been used.

19.3.4. The termination of your Account by IIT will include the termination of your access to your Account, your Account Information and your User Data, and will place your Account, your Account Information and your User Data in the Deletion Pending State, as described in Section 8.4.1.

19.4. Effects of Termination.

19.4.1. Upon termination of your Account, your indemnification obligations, any of IIT’s disclaimers or limitations of damages of liabilities mentioned herein will survive.

20. INTERNATIONAL USERS.

20.1. The Services can be accessed from countries around the world and may contain references to Services that are not available in your country.

20.2. The Services are controlled, operated and administered by IIT from its offices in Montreal, Quebec, Canada. If you access the Services from a location outside Canada, then you are responsible for compliance with all local Laws.

21. EXPORT CONTROL LAWS.

21.1. You acknowledge that the Services, Software and IIT Materials may be subject to the Export and Import Permits Act (Canada), to related regulations and other export laws, restrictions and/or regulations (collectively, the “Export Laws”) and confirm that you will comply with the Export Laws.

22. RESOLUTION OF DISPUTES.

22.1. You agree that any claim or dispute you may have against IIT must be resolved by a court located in the district of Montreal, province of Quebec, Canada, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located in the district of Montreal, province of Quebec, Canada. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods.

22.2. All claims you bring against IIT must be resolved in accordance with this Section. All claims filed or brought contrary to this Section shall be considered improperly filed. Should you file a claim contrary to this Section, IIT may recover all attorneys’ fees and costs incurred, provided that IIT has notified you in writing of the improperly filed claim and you have failed to properly withdraw the claim.

22.3. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or IIT Materials in violation of the Terms, you agree that IIT shall be entitled to apply for injunctive remedies, or an equivalent type of urgent legal relief, in any jurisdiction.

23. MISCELLANEOUS.

23.1. English Version. The English version of these Terms will be the version used when interpreting the Terms.

23.2. Notice to IIT. Any notice provided to IIT pursuant to the Terms should be sent to the address found on the website www.reacts.com.

23.3. Notice to you. IIT may provide you with notices, including those regarding changes to the Terms, by email, regular mail, text messages, postings on or within the Services or other reasonable means now known or hereafter developed.

23.4. Entire Agreement. The Terms constitute the entire agreement between IIT and you with respect to your access to or use of the Services, IIT Materials and your User Data. The Terms supersede any prior agreements between you and IIT on such subject matter.

23.5. Non-Assignment. Subject to the provisions set out in these Terms, you may not assign or otherwise transfer the Terms or any right granted herein, without IIT’s written consent. IIT’s rights under the Terms are transferable by IIT.

23.6. Severability. If a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible so as to reflect the intent of the parties by that provision, and the remainder of the Terms shall continue in full force and effect.

23.7. Waiver. Any failure by IIT to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver of that provision or right.

23.8. Compliance with Laws. You are solely responsible for your familiarity and compliance with any Laws that may prohibit you from participating in or using the Services or any part of the Services.

INNOVATIVE IMAGING TECHNOLOGIES INC. (“IIT”)
1711 St-Patrick, Montréal, Québec, Canada, H3K 3G9.