Website Terms and Conditions

SECURE EXCHANGES INC.

Last update: December 17nd, 2020

General

This website www.secure-exchanges.com and www.2se.app (the “Website”) is the exclusive property of Secure Exchanges Inc. (“Secure Exchanges”).

For the purposes hereof, the term “Group Secure Exchanges” includes Secure Exchanges, its affiliated and related companies (including all subsidiaries), its divisions and other companies that are members of its corporate group, its suppliers and licensors, as well as its employees, directors, administrators, shareholders, agents, subcontractors and other representatives.

This document constitutes an Agreement between you, Secure Exchanges and the other members of Group Secure Exchanges that sets out the terms and conditions by which Secure Exchanges allows you to visit the Website and to view the information that is contained therein. By visiting the Website, you accept the terms set forth in this Agreement. Please read this document carefully and in its entirety. If for whatever reason you are not in agreement with the terms contained in this Agreement, please end your visit to the Website.

Definitions

“Software” means the point-to-point information communication system developed and operated by Secure Exchanges and accessible at *.secure-exchanges.com and *.2se.app. 

“Message” means a message that is transmitted using the Software and which is encrypted and stored on one or more servers operated by Secure Exchanges using an AES 256-bit key.

“Signed Document” means a document to be signed by one or more signatory and attached to a Message. 

“Validation Tool” means a software configured to determine if a Signed Document was altered after being signed by all the signatories and/or to identify the email address used

“Software Services” means, without limitations, the following services:

  • Communication of encrypted Messages;
  • Provision of encrypted envelopes for secured communications;
  • Application of digital signature to a document;
  • Validation of digital signature of a Signed Document.

Terms of use of the Website

BY ACCESSING OR USING THIS WEBSITE, YOU AND EACH PERSON YOU ALLOW TO ACCESS THROUGH YOUR ACCOUNT (IF ANY, COLLECTIVELY “YOU”) ARE ACKNOWLEDGING THAT YOU HAVE READ, UNDERSTAND, AND AGREE, WITHOUT LIMITATION, TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING OUR PRIVACY POLICY, AND OTHER POLICIES, ALL WHICH ARE DEEMED PART OF AND INCLUDED WIHTIN THESE TERMS AND CONDITIONS (COLLECTIVELY “TERMS AND CONDITIONS”).

IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS AND CONDITIONS, YOU CANNOT USE THIS WEBSITE.

Secure Exchanges has the right, in its sole discretion, to add to, remove, modify or otherwise change any part of these Terms and Conditions, in whole or in part, at any time. If such right is exercised, the “Last updated” notice at the top of this document shall be amended to reflect the last date of such changes. Changes will be effective as of the date the changes to these Terms and Conditions are posted to this Website. It is your responsibility to check these Terms and Conditions each time you access this Website to determine whether any changes have been made, including by checking the “Last updated” date at the top of these Terms and Conditions. 

If any change to these Terms and Conditions is not acceptable to you, you must discontinue your use of this Website immediately. Your continued use of this Website after any such changes are posted will constitute acceptance of those changes. These Terms and Conditions apply exclusively to your use of this Website and do not alter the terms or conditions of any other agreement you may have with us.

Compliance with this Agreement and Applicable Laws

Your use of this Website shall be in compliance with this Agreement and any applicable laws, most notably but without limiting the generality of the foregoing, those laws pertaining to copyrights and trademarks.

Property Right

You acknowledge that any and all information, content, documents, images, trade-marks, trade names, trade dress, products, reports, data, graphics, interfaces, web pages, text, files, software, product names, company names, logos and any other elements incorporated into or published on the Website (collectively, the “Content”), including the manner in which the Content is presented or appears and all information relating thereto, are the property of Secure Exchanges (or its licensors, as the case may be). Content published by Secure Exchanges on the Website may belong to third parties and may be published by Secure Exchanges under a license.  

You agree to comply with all copyright laws worldwide in your use of this Website and to prevent any unauthorized copying, redistribution, communication by telecommunication, reproduction or modification of this Website or any of the Content.

Certain names, graphics, logos, icons, designs, words, titles and phrases on this Website, including without limitation “Secure Exchanges” may constitute trade-marks, trade names, trade dress and associated products and services of Secure Exchanges Inc. or its affiliates (the “Marks”) and are protected in Canada and internationally and their display on this Website does not convey or create any license or other rights in the Marks or the Third Party Marks. Any use of the Marks or the Third-Party Marks, in whole or in part, without prior written authorization of Secure Exchange or such third party, as applicable, is strictly prohibited.

Limited Licenses

Subject to your compliance with the terms and conditions of this Agreement, Secure Exchanges grants you a non-exclusive, personal, non-assignable and non-sub licensable, revocable and limited right license to use this Website and the Software and/or to access (remotely via an Internet connection provided by you) the Website, the Software and the Content, the whole solely for informational purposes.

Secure Exchanges hereby authorizes you to copy Content published on its Website for your personal use only or for internal use within your organization. This authorization does not grant you to right to distribute the content to third parties.  In consideration of this authorization, you agree that any copy of this Content which you make shall retain all copyright and other proprietary notices contained herein.

Except as specifically provided above, no Content from the Website may be copied, reproduced, republished, uploaded, posted, transmitted, downloaded or distributed by you in any way without the prior written consent of Secure Exchanges.

Except as expressly provided herein or in the case where Secure Exchanges has specifically granted written permission to use the Content, no license or right, express or implied, is granted to any person or user of the Website.  More specifically, no right, title or interest in any Content, including without limitation any logos or other marks of Secure Exchanges, is transferred to you as a result of your use of the Website, and Secure Exchanges reserves complete title and full intellectual property rights in and to such Content.

Except as expressly provided herein, you may not, nor may you cause or assist another to directly or indirectly:

  • modify, reverse engineer, decompile, create derivative works from, or disassemble any element of this Website or of the Software for any reason whatsoever, including for the purpose of creating competitive products or services;
  • include any messages, information, data, text, software, images and other content that make up this Website or of the Software (the “Content”) in or with any product that you create or distribute;
  • copy any Content onto your own or any other web site or into a database or mobile application;
  • use this Website or the Software in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse, this Website, the Software or any other services, system resources, accounts, servers, networks, affiliated or linked sites connected to or accessible through this Website (including without limitation uploading, posting or otherwise transmitting on this Website or the Software any computer viruses, trojan horses, worms or other files or computer programs which are potentially harmful, disruptive or destructive or that may impose an unreasonable or disproportionately large load on this Website’s and/or Software’s infrastructure);
  • use any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from this Website, the Software or the Content in whole or in part;
  • use this Website and/or Software in any manner that may dilute or depreciate our name or reputation, our Marks (as defined below) or our affiliates or associates;
  • interfere with any other persons’ use and enjoyment of this Website or of the Internet generally; or
  • use this Website and/or Software in any manner that is unlawful (including by accessing this Website and/or Software from any location where such access may be illegal or prohibited), unethical, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, vulgar, profane, pornographic, obscene, sexually explicit, sexist, racist, hateful, offensive, harassing, invasive of the privacy rights of others (this includes the posting of any materials that depict, encourage, indicate, advocate or tend to incite any such conduct), or is otherwise objectionable or which does not respect the legal rights and interests of others.

Any unauthorized use by you of the Website or any and/or all of our Content automatically terminates the limited licenses set forth in this Section without prejudice to any other remedy provided by applicable law or these Terms and Conditions.

Privacy Policy 

Any personal information which Secure Exchanges collects via this Website is subject to the Secure Exchanges’ Privacy Policy. The Privacy Policy is available at https://www.secure-exchanges.com/privacy-policy.aspx.

User Content

Subject to any applicable law and the requirements of our Privacy Statement: 

  • Any unsecured communications sent by you to us via this Website or otherwise, including Submissions, whether solicited by us or otherwise, are on a non-confidential basis (other than personal information which is covered under our Privacy Policy), and we are free to use and disclose the content of any such communication, including without limitation any ideas, inventions, concepts, techniques or know-how disclosed therein, for any purpose including without limitation developing, manufacturing and/or marketing goods and services. You agree to not assert any ownership right of any kind in such communications (including without limitation copyright, trade-mark, patent, trade secret, unfair competition, moral rights, or implied contract) and you hereby waive such moral rights in favour of Secure Exchanges and its affiliates. 

Security and Storage of Messages and of Signed Document

All messages that are transmitted using the Software are encrypted and stored on one or more servers operated by Secure Exchanges using an AES 256-bit key (the “Message”). In any ways, the AES 256-bit key is not accessible to Secure Exchanges. All Messages have one or more of the following limitations: a limited timespan determined by the sending user, a maximum number of access operations by the recipient and/or an expiry date of maximum 30 days. The first two conditions that are met trigger the destruction of the Message on the servers operated by Secure Exchanges (for which Secure Exchanges does not have access to the AES 256-bit key).

A Signed Document is not stored or accessible to Secure Exchanges. Secure Exchanges only keeps the digital checksum (SHA512) of the Signed Document, the chain of signatures of the Signed Document and the list of the signatories of the Signed Document. The digital checksum is used to validate that the integrity of the Signed Document when all the signatories have signed the Signed Document.

Account

To authenticate your access to the Website or Software, Secure Exchanges uses an access token authentication. In some instances, Secure Exchanges may provide you with one or more login keys, such login keys are private and you must not provide them or make them accessible to anyone, including your family members. We are not responsible for any unauthorized access to your account or to personal information in your account, on computer, mobile devices or any other devices. You are responsible for keeping such information current, complete, accurate and truthful. You are further responsible for keeping your email account credentials private and secured.

Subscription

By creating an account and subscribing to the Services of the Software, you agree to pay a subscription fee to Secure Exchanges for a predetermined subscription period as presented in the schedule of fees presented on the Website.

The subscription fee including applicable taxes shall be paid to Secure Exchanges at the beginning of the subscription period.

If you fail to pay the subscription fee at the beginning of the subscription period, Secure Exchange reserves its rights to permanently delete the account and all associated content and/or to limit your access to the account. 

Purpose of Website and Limitation on Warranty

The primary goal of this Website is to provide information on Secure Exchanges and where applicable, on the products and services offered by the other members of Group Secure Exchanges. The information contained on the Website is provided for information purposes only and should only be used with this goal in mind.

While Secure Exchanges shall make all reasonable efforts to ensure that the information on the Website is accurate and up to date, it is possible that, at any given time, this information may be incomplete, contain errors or be out of date or inaccurate. Before making a decision based on the said information, you should validate the information with another source or contact Secure Exchanges.

Changes may be periodically made to the Website Content; these changes will be incorporated in new editions of the Website. For example, Secure Exchanges may make improvements and/or changes in the products and/or the programs described in the Website at any time without notice and the Content will be updated accordingly.

SECURE EXCHANGES AND ITS AFFILIATES DO NOT MAKE ANY, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR THOSE ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO THIS WEBSITE (INCLUDING THE CONTENT OR POSTINGS). FOR GREATER CERTAINTY, SECURE EXCHANGE DOES NOT WARRANT THAT THIS WEBSITE WILL (a) MEET YOUR REQUIREMENTS, (b) BE COMPATIBLE WITH YOUR COMPUTER OR MOBILE DEVICE OR ANY RELATED EQUIPMENT, (c) BE RELIABLE, ACCURATE, AUTHENTIC, CURRENT OR COMPLETE, (d) CONTINUE TO OPERATE, (e) OPERATE WITHOUT INTERRUPTIONS, OR (vi) BE ERROR-FREE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SECURE EXCHANGES INC. OR THROUGH OR FROM THE WEBSITE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Limitation of Liability

GROUP SECURE EXCHANGES ASSUMES NO LIABILITY PERTAINING TO THE USE OF THE WEBSITE, THE SOFTWARE, THE CONTENT OF ANY MESSAGE OR OF ANY SIGNED DOCUMENT, INCLUDING BUT NOT LIMITED TO ANY FILE OR DOCUMENT ATTACHED TO SAID MESSAGE, AND/OR THE CONTENT OR FOR ANY DAMAGE OR PROBLEM, WHATEVER ITS NATURE OR ORIGIN, THAT MAY ARISE IN THE USE OF THIS WEBSITE, THE SOFTWARE AND/OR CONTENT OR FOLLOWING THE USE THEREOF.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS UNDERSTOOD THAT GROUP SECURE EXCHANGES WILL NOT ASSUME ANY RESPONSIBILITY FOR:

  1. ANY INDIRECT, PUNITIVE OR EXEMPLARY, DAMAGES FOR LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF OPPORTUNITY, LOSS OF DATA OR COST OF DATA RECOVERY, HOWSOEVER CAUSED, EVEN IF THERE WAS A NOTICE OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE; OR
  2. DAMAGES OR LOSSES RESULTING FROM: (A) VIRUSES, DATA CORRUPTION, FAILED MESSAGES, TRANSMISSION ERRORS OR PROBLEMS; (B) TELECOMMUNICATIONS SERVICE PROVIDERS; (C) THE INTERNET BACKBONE; (D) THIRD-PARTY CONTENT, PRODUCTS OR SERVICES; (E) DAMAGES OR LOSSES CAUSED BY YOU, OR YOUR EMPLOYEES, AGENTS OR SUBCONTRACTORS; (F) LOSS OF USE OR LACK OF AVAILABILITY OF FACILITIES INCLUDING COMPUTER RESOURCES, ROUTERS AND STORED DATA; (G) THE USE OR INABILITY TO USE THIS WEBSITE OR THE CONTENT; (H) ANY OTHER WEBSITE ACCESSED TO OR FROM THIS WEBSITE; (I) OR EVENTS BEYOND THE REASONABLE CONTROL OF MEMBERS OF GROUP SECURE EXCHANGES, EVEN IF THERE WAS A NOTICE OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS OR EVEN IF SUCH DAMAGES OR CLAIMS WERE REASONABLY FORESEEABLE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO CASE WILL GROUP SECURE EXCHANGES’, TOTAL CUMULATIVE AGGREGATE LIABILITY ARISING UNDER ANY CAUSE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, EXTRACONTRACTUAL LIABILITY, TORT, NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE) BE FOR MORE THAN THE AMOUNT PAID TO GROUP SECURE EXCHANGES IN THE LAST TWELVE (12) MONTHS PRECEEDING THE EVENT THAT WOULD LEAD TO A CLAIM.

Indemnification

You will indemnify and hold Secure Exchanges and the Secure Exchanges representatives (the “indemnified parties”) harmless from and against any claims brought by third parties arising out of 

(a) your misuse, inability to use, or activities in connection with the Website;

(b) any breach of these terms and conditions by you, or through any account you may have with any Secure Exchanges websites including any use of the services other than as expressly authorized in the terms and conditions; 

(c) your violation of any rights of any Secure Exchanges websites visitor, user, or customer, or any other third party; 

(d) any transaction; you agree that the indemnified parties will have no liability in connection with any such breach or unauthorized use or modification, 

and agree to indemnify against any and all resulting loss, damages, judgments, awards, costs, expenses, and lawyers’ fees of the indemnified parties in connection therewith.;

Hyperlinks and References

The Website contains links that allow you to access websites operated by third parties and containing information on the said parties (“Third Party Sites”). These links have been provided solely as a convenience for users of this Website and your access to Third Party Sites through links provided on the Website is at your own risk. Group Secure Exchanges makes no representation and offers no warranty as to these Third Party Sites, the state of the said Third Party Sites or the information contained on or distributed by such Third Party Sites. Group Secure Exchanges assumes no liability or responsibility concerning any damages that may arise from the use of links to Third Party Sites or information contained on or distributed by any Third Party Sites.

Website Monitoring and Consent to Data Exchange

Secure Exchanges reserves the right, at its sole discretion, to monitor your use of the Website as well as the use and access of all other users. By accepting to access this Website, you consent to such monitoring. However, you also acknowledge that Secure Exchanges is not obligated to take action to control the users’ activities on the Website and therefore is not responsible for any users’ activities.  

Cookies

Secure Exchanges uses "cookies" and other technologies on this Website, to collect data that enables us to better understand and improve the available features, performance, and effectiveness of the Website. Cookies are files sent to your browser and stored on your computer. If you do not want Secure Exchanges to send cookies to your browser, you can set your browser options to reject cookies or notify you when a web site tries to put a cookie into your browser software. Rejecting cookies may affect your ability to use some features of the Website. By accessing the Website without having previously changed the parameters of your browser, you agree to the use of cookies and release Group Secure Exchanges from any liability concerning such practices.

General Provisions

Entire Agreement

This Agreement, as it may be amended from time to time in accordance with the Terms of Use of this Website section, and any and all other legal notices and policies on this Website, constitute the entire Agreement between you and Group Secure Exchanges with respect to the use of this Website and the Content. 

Notwithstanding the foregoing, certain Content may be subject to different terms which will be disclosed to you at the time of accessing such Content. If terms different from those contained herein are disclosed to you in relation to specific Content, those terms will apply to such Content and take precedence over this Agreement. For clarity, the terms of any software license agreement, which are available for download on the Website, will take precedence over the terms included in this Agreement.

Severability

Any provision of this Agreement that is deemed unlawful, void, or for any reason unenforceable shall be deemed to be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision

Limitation of Access, Term and Termination

This Agreement is effective for the duration of your use of the Website. Secure Exchanges reserves the right to prevent or limit your access to this Website or the Software at its sole discretion. The intellectual property, restrictions on use of Content, limitation on warranty, limitation on liability, and indemnity provisions contained herein shall survive the termination or expiration of this Agreement.

The present Terms and Conditions will remain in effect between you and Secure Exchanges unless either Secure Exchanges terminates it, or you terminate it by deleting all your Content from the Website or the Software, closing your account or you cease to view Content accessible through the Secure Exchanges Sites. Upon termination of this agreement for any reason, you shall destroy and remove from all computers, and other storage media all copies of the any intellectual property owned by Secure Exchanges or any other User that you acquired by use of the Secure Exchanges Website or Software. 

Without prior notice, Secure Exchanges may terminate your license to access the Secure Exchanges Website and/or your user account if you violate or breach the Terms and Conditions or for any other reason, including Secure Exchanges' discontinuance of the Websites and/or Software.

If Secure Exchanges’ fails to comply with any of the provisions of the section of Security Breaches of the Privacy Policy, you may terminate the  present Terms and Conditions immediately upon written notice to Secure Exchanges without further liability or obligation to you.

Applicable Laws and Jurisdiction 

Secure Exchanges, this Website and the Content (excluding third party websites and their content) are physically located within the Province of Quebec, Canada. This Agreement and your use of the Website will be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein and shall be treated in all respects as a contract entered into and executed in the Province of Quebec, without reference to conflict of laws principles.

Any dispute that may arise from your use of this Website is subject to the exclusive jurisdiction of the courts in the Province of Quebec, district of Montreal.  You agree to waive any right you may have to participate in any class action against Group Secure Exchanges related to this Website, its Content or this Agreement and, where applicable, you also agree to opt out of any class proceedings against Group Secure Exchanges.

Disclaimer of Availability

The Website may list or refer to Secure Exchanges and other third party products, programs and services that are currently not available in your country. Any reference to such products in relation to a different jurisdiction does not obligate Group Secure Exchanges to offer them in your country at any point.

Interpretation, Waiver, Remedies 

Headings and titles are for convenience only and shall not be used to construe these Terms and Conditions.  No failure or delays Secure Exchanges in exercising any right hereunder will waive any further exercise of that right.  Secure Exchanges’ rights and remedies hereunder are cumulative and not exclusive. 

Equitable Remedies

You acknowledge and agree that a breach of this Agreement may cause Secure Exchanges irreparable harm for which no adequate remedy exists at law, and for which damages will not be an adequate remedy, and that upon any such breach or threatened breach Secure Exchanges shall be entitled to injunctive relief without prejudice to any other right in law or equity and without the necessity of prior demand or proof of damage, and without the necessity of providing an undertaking as to damages or posting a bond or surety.

Notices

Any communications required to be made with Secure Exchanges in regards to this Website, including in respect of any use or disclosure of the information made available by you, may be forwarded to: POBOX 1002 Succ. Saint-Nicéphore, Drummondville (QC), Canada, J2A 0B1.


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