Terms of Use

1. Acceptance of Terms of Use and Scope

1.1 This website is operated by Optable (“Optable“, “we”, “us”). Your use of the website located at www.optable.com, any official social media pages and any other forms of online presence controlled by us (collectively, the “Site“), as well as any communications you initiate with us, are subject to the terms and conditions set out below (“Terms of Use“).

1.2 Please read these Terms of Use carefully before using the Site. These Terms of Use constitute a legal agreement between you and Optable, which is the owner and operator of the Site. By accessing or using this Site or otherwise indicating your consent, you agree to be bound by these Terms of Use and the documents referred to in them. If you do not agree with or accept any of these Terms of Use, you should cease using the Site immediately.

1.3 These Terms of Use incorporate by reference our Company Website Privacy Policy, available here. In the event of any conflict or inconsistency between these Terms of Use and the Company Website Privacy Policy in matters relating to the protection of personal information, the Company Website Privacy Policy will prevail.

1.4 This Site is intended for and directed to individuals who are of 13 years of age and over. By using the Site, you represent that you are of legal age to enter into these Terms of Use, and if you are not, that you have obtained parental or guardian consent to enter into these Terms of Use.

1.5 If you have any questions about the Site, please contact [info -@- optable.co].

2. Restrictions on use

2.1 The Site and any and all text, images, video, audio or other multimedia content, software or other information or material submitted to, subsisting on or accessible from the Site ("Content") is for your personal and non-commercial use only. As a condition of your use of the Site, you agree:

2.1.1. not to use the Site for any purpose that is unlawful under applicable law, or prohibited by these Terms of Use;

2.1.2. not to defame or disparage anybody or make comments of an obscene, derogatory or offensive manner or otherwise use the Site or its Content in a way that brings us or any third party into disrepute or causes us to be liable to any third party;

2.1.3. not to reverse engineer, decompile, copy, modify, reproduce, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell or otherwise make available to any third party or otherwise publish, frame, link, deep-link, create derivative works from or exploit in any way the Site or its Content except as permitted by us under these Terms of Use or as expressly provided under applicable law;

2.1.4. not to interrupt, or attempt to interrupt, the operation of the Site in any way or use the Site to distribute viruses or malware or other similar harmful software code;

2.1.5. not to modify, circumvent or delete any intellectual property notices contained on the Site and in particular in any digital rights or other security technology embedded or contained within any Site Content;

2.1.6. not to use the Site to harvest or otherwise systematically collect by any means any information whatsoever (including without limitation email addresses, passwords or other personal information of other users), and not to make any submission which solicits confidential or personal information from other users;

2.1.7. not to represent or suggest that we endorse any business, product or service unless we have separately agreed to do so in writing; and

2.1.8. that you are solely responsible for all costs and expenses you may incur in relation to your use of the Site.

2.2. We reserve the right to prevent or suspend your access to the Site if you do not comply with any part of these Terms of Use or any applicable law.

3. Ownership, use and intellectual property rights

3.1. No Grant. This Site and all intellectual property rights in the Site (including without limitation any Content) are owned by Optable and/or its licensors. Optable and its licensors reserve all our intellectual property rights (which include without limitation all copyright, trade-marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world.

3.2. Access Right. Nothing in these Terms of Use grants you any rights in the Site other than as necessary to enable you to access the Site. We grant you a non-exclusive, non-transferable, limited right to access, view, use, display and print Content that we make accessible on this Site, for your personal, informational, non-commercial use only.

3.3. Trade-marks:  The names, words, titles, phrases, logos, designs, graphics, icons and trade-marks displayed on the Site are trade-marks of Optable or third parties. While certain third-party trademarks may be used by Optable under license, the display of such trade-marks on the Site does not imply any relationship or license between Optable and the owner of the trade-mark, nor does it imply that Optable either recommends or endorses the products, services or business processes of the said trade-mark’s owner. Other trade-marks and trade names may also be used on this Site. The use or misuse of any trade-marks or any other Content on the Site except as provided in these Terms of Use is strictly prohibited. Nothing contained on the Site shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any trade-mark without our prior written permission.

4. Submitting Information to Us

4.1 You or your employees, agents or representatives may submit to us, whether through the Site or by other means and from time to time, suggestions, ideas, enhancement requests, feedback, recommendations or other information, including but not limited to submissions directed at or for the purpose of improving and enhancing the Site, our Content or our services, but excluding data that you transmit or transfer to us that is expressly governed by a separate agreement that you have entered into with us (“Submissions”).

4.2. You hereby grant to us and our affiliates a worldwide, non-exclusive, fully paid-up, royalty-free, unrestricted, perpetual, irrevocable, fully transferable, assignable and fully sub-licensable right and license, to copy, reproduce, edit, modify, distribute, transmit, translate, display, perform, publish, sell, adapt, create derivative works from, and otherwise use or exploit in any manner your Submissions, for any purpose that we may choose, in our sole discretion, and through any means or media, whether now existing or subsequently developed, and without any compensation to you or any third party. You also hereby waive your moral rights in your Submissions. IF YOU DO NOT WISH TO GRANT THE RIGHTS GRANTED IN THIS PARAGRAPH, DO NOT SHARE, SUBMIT OR POST SUBMISSIONS ON OR THROUGH OUR SERVICES. We shall not be subject to any obligation of confidentiality nor be liable for any use and/or disclosure of such Submissions, unless we have separately agreed to be subject to such obligations or be liable for such use and/or disclosure in writing.

4.3. The Site and the other means by which you may communicate with us are not secure means of communication. For that reason, you should not submit or send to us any Submissions that contain patentable ideas or patent applications, advertising or marketing suggestions, (collectively referred to as "Unwanted Submissions"). While we value your feedback, you agree not to submit any Unwanted Submissions. Any Submission (including any Unwanted Submission) made to us is deemed subject to the license granted in section 5.2.

4.4 You represent and warrant that any Submission you make to us is and shall be your own original work and has been lawfully provided to us and that you have all necessary consents to provide this to us.

5. Accuracy of information and availability of the Site

5.1 While we use reasonable efforts to include accurate and up-to-date information on the Site, we do not represent, warrant or promise (whether expressly or by implication) that any Content is or remains available, accurate, complete and up to date, free from bugs, errors or omissions or fit or suitable for any purpose. Any reliance you may place on the Content on this Site is at your own risk. Nothing in these Terms of Use shall operate to prejudice any mandatory statutory requirement or your statutory rights. Content on the Site is provided for your general information purposes only and to inform you about us and our products and news, features, services and other websites, which may be of interest. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purpose.

5.2 While we make reasonable efforts to ensure that the Site is available, we do not represent, warrant or guarantee in any way the Site's continued availability at all times or uninterrupted use by you of the Site.

6. Hyperlinks and third party sites

6.1. The Site may contain hyperlinks or references to third party websites other than the Site. Any such hyperlinks or references are provided for your convenience only. We have no control over third party websites and accept no responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party website does not constitute an endorsement of such third party's website, products or services. Your use of a third party site may be governed by the terms and conditions of that third party site.

7. Warranties and limitation of liability

7.1. To the maximum extent permitted by applicable law, the Site is provided on an “as is” and “as available” basis. Except as otherwise expressly required by applicable law, we make no representations, warranties, conditions or other terms, whether express or implied, in relation to the provision of the Site, including without limitation as to completeness, accuracy and currency of any Content on the Site, or as to satisfactory quality, operability, functionality, merchantability, or fitness for a particular purpose.

7.2. To the maximum extent permitted by applicable law, we exclude all liability (whether arising in contract, tort, breach of statutory duty or otherwise) which we may otherwise have to you as a result of any error or inaccuracies in any Content, the unavailability of the Site or any part thereof for any reason, and any representation or statement made on the Site. Neither Optable, nor its officers, directors, employees, agents, licensors and their respective successors and assigns will be liable for any damages of any kind incurred in connection with your use, misuse or reliance upon the Site, your inability to use the Site, the acts or omissions of any third party such as other users of the Site or any other direct, indirect or consequential loss or damage you may incur in relation to the Site and its Content. The foregoing limitations shall apply even if Optable knew of or ought to have known of the possibility of harm or damages.

7.3. Notwithstanding any other provision of these Terms of Use, we do not exclude or limit our liability for death or personal injury arising from our negligence, for any fraudulent misrepresentation made by us on the Site or for any other statutory rights which are not capable of being excluded.

8. Termination

8.1. If we believe you have violated these Terms of Use, including by providing any other individual or entity with access to protected areas of the Site in violation of the Terms of Use, we may immediately suspend or terminate your right to access the Site, without prior notice to you.

8.2. Survival. The following sections will continue to apply after you have stopped using or accessing the Site: 2, 3, 4, 7

9. General

9.1. These Terms of Use are dated as of November 1, 2021. To the greatest extent permitted by applicable law, Optable reserves the right, without notice to you, to change the content, services, presentation, performance, facilities and/or availability of any part of the Content or the Site, including without limitation these Terms of Use, in its sole discretion and from time to time. Our new Terms of Use will be displayed on the Site accompanied by a date indicating when the new Terms of Use were first published, and by continuing to use and access the Site following any changes to the Terms of Use, you agree to be bound by any such changes. It is your responsibility to check these Terms of Use from time to time to determine the presence of any such changes.

9.2. Unless otherwise expressly stated in these Terms of Use, all notices from you to us must be in writing and sent to our contact address at 1435 St-Alexandre, Suite 700, Montreal (Quebec), Canada, H3A 2G4 and all notices from us to you will be displayed on our website from to time.

9.3. We shall have no liability to you for any breach of these Terms of Use caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.

9.4. If any part of these Terms of Use is unenforceable (including any provision in which we exclude or limit our liability to you) the enforceability of any other part of these Terms of Use will not be affected. If we choose not to enforce any right that we have against you at any time, then this does not prevent us from later deciding to exercise or enforce that right.

9.5. These Terms of Use, together with the Privacy Policy and any other terms expressly referred to in these Terms of Use and incorporated by reference, contain the entire understanding and agreement between us and you in relation to your use of the Site and supersede and replace any representation, statement or other communication (whether written or otherwise) made by you or us which is not contained herein. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.

9.6. Any consent by Optable to, or waiver of, a breach of these Terms of Use shall not constitute a consent to, or waiver of any other, different or subsequent breach.

9.7. You may not assign, sub-license or otherwise transfer any of your rights and obligations in these Terms of Use to any other person.

9.8. Any disagreement or dispute relating to these Terms of Use or arising out of its interpretation or application will be submitted to mediation.  For this purpose, the parties hereto undertake to participate in at least one mediation meeting by delegating a person with decision-making authority to participate in the mediation; the mediator will be chosen by the parties.  If no agreement is reached within 30 days following the appointment of the mediator, the dispute shall be finally settled by arbitration to the exclusion of the courts, in accordance with the laws of Quebec. The parties may at any time agree to a longer period of time for mediation before submitting the dispute to arbitration. Unless the parties decide otherwise in an arbitration agreement, the arbitration will be conducted under the aegis of a sole arbitrator and will be conducted in accordance with the provisions of the Code of Civil Procedure of Quebec in force at the time of the dispute. The arbitration shall be limited to a maximum of one day and will be held in the Judicial District of Montreal. The arbitration award shall be final, executory and without appeal and shall be binding on the parties.

9.9. To the fullest extent allowed under applicable law, all matters relating to your access or use of this Site or these Terms of Use shall be governed by the laws of the Province of Quebec and the federal laws applicable therein, without regard to the rules of conflict of law.

9.10. The parties acknowledge that they have required that these Terms of Use and all related documents be prepared in English. Les parties reconnaissent avoir exigé que la présente convention et tous les documents connexes soient rédigés en anglais.