The cFocus Mission: Help any company to double (2x) its revenue within the next 12 months 
by means of our web platform of tools, training and services in web marketing and operations automation.

Terms & Conditions

OVERVIEW
This website is operated by cFocus. Throughout the site, the terms “we”, “us” and “our” refer to cFocus. cFocus offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here. 

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content. 

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service. 

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes. 

Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you. 

SECTION 1 - GENERAL TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site. 

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). 

You must not transmit any worms or viruses or any code of a destructive nature. 

A breach or violation of any of the Terms will result in an immediate termination of your Services. 

We reserve the right to refuse service to anyone for any reason at any time. 

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks. 

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us. 

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms. 

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk. 

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site. 

Prices for our products are subject to change without notice. 

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. 

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service. 

Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy. 

We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate. 

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited. 

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected. 

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors. 

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. 

For more detail, please review our Returns Policy. 

Certain content, products and services available via our Service may include materials from third-parties. 

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. 

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party. 

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments. 

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. 

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party. 

Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy. 

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). 

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated. 

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. 

We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable. 

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. 

You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. 

In no case shall cFocus, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law. 

You agree to indemnify, defend and hold harmless cFocus and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party. 

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions. 

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. 

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site. 

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof). 

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. 

These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). 

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party. 

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of 21, boulevard Gréber, Gatineau, QC, J8T 3P4, Canada. 

You can review the most current version of the Terms of Service at any time at this page. 

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes. 

Questions about the Terms of Service should be sent to us at web@cfocus.ca. 

SECTION 2 - CFOCUS TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. 

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). 

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service. 

SECTION 3 - CFOCUS ACADEMY
Welcome to our website and applications. If you continue to browse and use this application and/or our website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern cFocus Academy relationship with you in relation to this website and its application thereof. If you disagree with any part of these terms and conditions, please do not use our applications and/or website.

The term ‘cFocus Academy ’ or ‘us’ or ‘we’ refers to the owner of the application and the website. The term ‘you’ refers to the user or viewer of our website.

The use of this website is subject to the following terms of use:

- The content of the pages of this website is for your general information and use only. It is subject to change without notice. Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

- Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.

- This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.

- All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.

- Unauthorized use of this website may give rise to a claim for damages and/or be a criminal offense.

- From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).

-Your use of this website and any dispute arising out of such use of the website is subject to the laws of the India.

SECTION 4 - CFOCUS SERVICES
THESE TERMS OF SERVICE, TOGETHER WITH OUR PRIVACY POLICY, TERMS OF USE, ANY ADDITIONAL POLICIES AND FUTURE MODIFICATION, AND ANY APPLICABLE ORDER FORM (COLLECTIVELY, THE “AGREEMENT”) GOVERNS YOUR ACCESS, EVALUATION, OR YOUR ACQUISITION AND USE OF OUR SERVICES. PLEASE READ CAREFULLY.
THIS AGREEMENT IS BETWEEN US (“CFOCUS”, “WE”, OR “OUR”) AND YOU (“PARTNER”, OR “YOUR”). BY ACCEPTING THIS AGREEMENT, BY ACCESSING; BY BROWSING CFOCUS WEBSITES; BY CLICKING A BOX INDICATING YOUR ACCEPTANCE; BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT; OR FOR FREE SERVICES, BY USING SUCH SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF AT ANY TIME YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR SERVICES.

You may not access the Services if you are our direct competitor, except with our prior written consent. In addition, you may not access our services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

DEFINITIONS
“Agreement” means applicable Order Form, Terms of Service, Privacy Policy, Terms of Use, any additional policies and future modification and all materials referred to in here.

“Augmented Data” means information you submit to us to update, enhance, or augment such data to augment, verify, or correct through the use of our database, public sources, and/or through third party service providers.

“Consulting Services” means the professional services available to you, subject to applicable fees, which may include training services, partner development, integration, or any other consulting services.

“Confidential Information” means all non-public, confidential or proprietary information that one party or its representative make available (“Disclosing Party”) to the other party (“Receiving Party”) in connection with this Agreement. Confidential Information includes, without limitation, the terms of this Agreement, Order Form, technical data, programs, code, trade secrets, marketing strategies, software, documentation, business information as well as information related to the past, present and future plans, ideas, business strategies, customers and suppliers of each party and its affiliates, as case may be. Information already known to the Receiving Party prior to the receipt from the Disclosing Party, or public knowledge is not considered Confidential Information.

“Customer” means an individual, or legal entity user that obtains websites or services from you.

“Documentation” means works of authorship that we make generally available for you and/or your Customer use with the Services that comprises either: (a) instructions for the software use; or (b) description of the software’s operational and/or design characteristics.

“Free Services” means subscription services or other products and features made available to you, or a free trial basis. Free Services exclude Purchased Services.

“Intellectual Property” means the following: all algorithms, application programming interfaces (APIs), concepts, Confidential Information, data, databases and data collections, designs, diagrams, documentation, drawings, flow charts, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, architectures, procedures, processes, protocols, software code (in any form including source code and executable or object code), uniform resource identifiers including uniform resource locators (URLs), user interfaces, web sites, specifications, subroutines, techniques, works of authorship, and other forms of technology.

“Intellectual Property Rights” means all present and future rights of the following types, that may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in Intellectual Property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.

“Marketplace” means an online marketplace of applications and/or services made available by us and third party providers.

“Marks” means any trademark, service mark, or trade name of a party.

“Order” or “Order Form” means online ordering document that has your information including, your contact information, subscription tier, term, activated products and so on.

“Platform” means the application that allows you to use and access the Solutions.

“Purchased Services” means subscription services or other products and features made available for purchase. Purchased Services exclude Free Services.

“Solutions” means products and/or services that we will make available in the Platform for you and/or for your Customer.

“Services” means the products and services that are enabled by you through Platform and Solutions, ordered by you under an Order Form, or provided to you under Free Services. Services exclude Marketplace and non-cFocus applications.

“Your Data” means electronic data and information submitted to our Services by you or on your behalf.

“User” means any individual or a legal entity accepting this Agreement or who is authorized by you to use Services, for whom you have purchased a subscription. Users may include you, your employees, consultants, contractors, and your Customers.

SERVICES AND OUR RESPONSIBILITY
Provision of Purchased Services. Subject to this Agreement or any applicable Order Form, we will do the following: (a) provide you with standard support, or upgraded support if purchased, and (b) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week except for: (i) scheduled maintenance; (ii) force majeure events, including an act of God, act of government, flood, fire, earthquake, war, terrorism, service provider failure, or denial of service attack; or (iii) your acts or omission. 

Subscription; Upgrades and Downgrades. Detailed information on available tiers of subscription and what are included in each subscription is found on the website: https://www.cfocus.ca. You may upgrade your subscription tier at any time during the month. You may request to downgrade your subscription tier at any time, but it will only be effective at the end of your current term.

Free Services. You may register for Free Services subject to the terms of this Agreement until the earlier of: (a) the end of free trial period; (b) the start date of any Purchased Services; or (c) termination by us in our sole discretion without prior notice. You agree that we will not be liable to you or any third party for any damages arising from using the Free Services or terminating free access to our Services. Except as required by law, you are solely responsible to export your data from Free Services prior to termination. We will not be responsible for any data you have entered or any customizations made to the Services by or for you unless you purchase a subscription.

Modification. From time to time, we may modify any minor part of our Services to improve your experience. We will not make any material changes to our Services without providing notice.

Consulting Services. You may purchase professional consulting services, subject to applicable fees, which may include training services, partner development, integration, or any other consulting services.

YOUR USE OF SERVICES
Acceptable Use. You will comply with our Terms and Conditions and Privacy Policy.

Usage Restrictions. You will comply with all federal, state, provincial and local laws, rules, regulations and ordinances with respect to the performance of any of its obligations under this Agreement. You will not do the following: (a) modify, copy or create derivative works based on Services or any part thereof, (b) reverse engineer, disassemble, or decompile any of our Services or any part of them to try and find our source code; (c) use or launch any automated system, including, “robots”, “crawlers”, “spiders”, or “offline readers”; (d) use the Services in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Services; (e) attempt to gain unauthorized access to the Services; or (f) access the Services other than through our interface.

Your Responsibility. You will be responsible for the following: (a) User’s compliance with this Agreement, Documentation and Order Form(s); (b) for the accuracy, quality and legality of Your Data and your use of Your Data with our Services; and (c) use commercially reasonable efforts to prevent unauthorized access to and use of Services and notify us promptly of any unauthorized access.

Marketplace; Third Party Sites and Products. We or third parties may make available Solutions through Marketplace or otherwise. We may make available information about you and your Customers to these third party providers for enhanced user experience and/or any other customization unique for you or your Customers. Third party products and services are not under our control. We do not endorse, warrant, guarantee the continued availability of, or support any of third party products or services. Any acquisition of third party products or services, and any exchange of data by you with applicable third party is solely between you and the applicable third party. You agree not to circumvent Marketplace and contract with any of third party providers in Marketplace or otherwise you have come to know through us or our Services, without our prior written consent.

FEES AND PAYMENT
Fees
     - Subscription. Unless otherwise provided in the applicable Order Form, (i) the subscription fee will remain fixed during the term; (ii) the subscription fee is non-cancellable and non-refundable; (iii) Purchased Services are purchased as subscriptions; (iv) subscription can be upgraded, and (v) any added subscription will terminate on the same date as the underlying subscriptions.

     - Onboarding Fee. This one-time setup fee will be considered in any integration and training plan we design (“Onboarding Fee”). Onboarding Fee is mandatory, subject to the level of subscription or the size of the accounts, and is non-refundable.

     - Products. Certain Solutions require a certain level of active subscription tier. Fees for Solutions may vary or depend on a certain subscription tier. You agree to promptly pay on demand all amounts due and payable for each product and/or service. Activated products or services for an account are for a full period as per each specification. You may cancel any of their active products at any time, and the system will automatically deactivate the product at the end of the current term.

Invoicing and Payment. All amounts invoiced are due and payable immediately, unless otherwise provided in the Order Form. You are responsible for providing complete and accurate billing and contact information to us and notifying us for any changes to such information.

Payment Method. You will pay all fees via credit card or by other payment type specified in the applicable Order Form. You may be required to use a credit card transaction in order to activate some products and services immediately on demand. If you are making payments via credit card, you authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such that third party.

Overdue Charges; Late or Non-Payment. If you do not pay the invoice by the due date, then without limiting our rights or remedies (a) those overdue charges may accrue 2% of outstanding balance per month, or the maximum rate permitted by law, whichever is lower, (b) we may suspend or terminate the current subscription term, and/or (c) we may alter your payment terms on future subscriptions.

Payment Dispute. You will notify us immediately if there is any issue with your invoice. We will not suspend the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

Fee Increase. The pricing of any fee during any renewal term may increase up to 8% above the applicable pricing in the prior term, unless we provide you notice of different pricing at least 60 days prior to the applicable renewal term.

Taxes. You are responsible for paying all taxes, levies or similar governmental assessment including, for example, sales, value-added, use or withholding taxes, associated with your purchases hereunder. Our fees do not include taxes, which we will charge as applicable and you will pay that amount. You shall have no liability for any taxes based upon our gross revenues or net income. We are solely responsible for our own taxes based on our income, property and employees.

TERM AND TERMINATION
Term and Renewal. This Agreement commences on the date you first accept until specified in the applicable Order Form, or in the Platform and Solutions, and will automatically renew for an additional year, unless either party gives the other notice of non-renewal at least 90 days before the end of the relevant term. If you have purchased Solutions during the subscription term, the fees for these Solutions will be on a monthly basis (or annually as the case may be), unless otherwise indicated in your Order Form. If a subscription is not renewed, any activated Solutions will be invoiced at its full period. If you use our Free Services, we will make the Free Services available to you subject to Section 2.3 above. Except as stated in the applicable Order Form, renewal of promotional or one-time priced subscription will be at our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s pricing.

No Early Termination; No Refunds. The subscription term will end on the expiration date and the subscription cannot be cancelled early. All fees are non-refundable. If you terminate this Agreement during the term, you agree to pay any outstanding fees due and payable for the remainder of the term.

Termination/Suspension. Either party may terminate this Agreement for cause, (a) upon 30 days written notice of a material breach if such breach remains uncured at the expiration of such period, or (b) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. We may suspend and/or terminate any User’s access to any or all Services without notice for any violation to this Agreement, delinquency in our system, or non-payment of any amount due within 10 days after such notice.

Effects of Termination. Upon expiration or termination of this Agreement for any reason: (a) your right to use or access the Services shall cease and we have no further obligation to make the Services available to you; (b) all rights and licences granted to you shall cease; and (c) any amounts owed to us under this Agreement shall be immediately due and payable.

Return of Property. Upon expiry or termination of this Agreement, you may request within 30 days to export or download Your Data. After 30-day period, we hold no obligation to maintain or provide any of Your Data and will delete or destroy all Your Data in our systems or otherwise in our possession, unless legally prohibited.

PROPRIETARY RIGHTS AND LICENSES
Proprietary Rights. All our Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, create derivative works or use them in a fashion contrary to this Agreement. You have the right to access and use the Services subject to the terms of this Agreement.

Your Rights; Your Data. You own and retain all rights to Your Data. You grant us and our applicable third parties to use Your Data as necessary to provide the Services to you and as permitted by this Agreement. If you are using the Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so. Subject to the limited licenses granted, we acquire no right, title or interest from you or your licensors under this Agreement.

License to Use Feedback. You grant us license to use and incorporate into our services any comments, suggestion, enhancement, recommendation, correction or other feedback provided by you or Users, without any payment or attribution.

Augmented Data. If we make Augmented Data available to you, you may use Augmented Data during your Purchased Subscription period only. We will make Augmented Data based on Your Data and it will only be available to you.

LEGAL TERMS
CONFIDENTIALITY. During the term of this Agreement and following the expiration of this Agreement, all Confidential Information related to or obtained from either party shall be held in confidence by the Receiving Party to the same extent and in at least the same manner as its own confidential information. The Receiving Party will not use Confidential Information for any purpose outside the scope of this Agreement. The Receiving Party will limit access to Confidential Information to its employees, contractors, advisors and agents, who need access for purposes consistent with this Agreement. The Receiving Party will not disclose Confidential Information to any third party without a prior written consent of the Disclosing Party. Upon notice to the Disclosing Party, the Receiving Party may disclose Confidential Information to the extent compelled by law, to do so.

PUBLICITY. You grant us the right to add your name and logo to our partner list, podcast and website in all our media releases.

INDEMNIFICATION. You will defend, indemnify and hold us harmless against any third party claim, requests for injunctive relief, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, expenses and disbursements of any kind and nature, suit, action, or proceeding (each, an “Action”) brought by a third party under any theory of legal liability arising out of or related to any of the following: (a) your noncompliance with or breach of this Agreement, (b) actual or alleged use of the Services in violation of this Agreement or law, by you or by any person regardless of whether such person has been authorized to use the Services, (c) your use of Third Party Products, or (d) any dispute between persons who claim to have authority to act for you in connection with the control of your account with us. We will notify you so you have the right to immediately take control of the defense and investigation of any Action and provide you, at your expense, with any and all information and assistance reasonably requested by you to handle the matter. You shall not settle any Action on behalf of us or imposes any obligations on us without our prior written consent. If your or your customers’ non-identifiable data are used for research purposes, then the limitation of liability and indemnity clauses contained herein are waived with respect to any harms suffered or liabilities incurred as a result of such research activities.

DISCLAIMER; LIMITATION OF LIABILITY.
     - DISCLAIMER. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE INTEGRITY, ACCURACY, COMPLETENESS, SUCCESS, PROFITABILITY, RELIABILITY, AVAILABILITY OR EXPECTED OPPORTUNITIES ASSOCIATED WITH OUR SERVICE, DATA MADE AVAILABLE FROM THE SERVICE, OR MARKETPLACE. APPLICATION PROGRAMMING INTERFACES (APIS) MAY NOT BE AVAILABLE AT ALL TIMES. WE PROVIDE SERVICES “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, AND DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

     - NO INDIRECT DAMAGES. THE PARTIES AGREE THAT THE ALLOCATIONS OF RISK MADE IN THIS AGREEMENT ARE REASONABLE. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, BUSINESS INFORMATION, GOOD WILL, LOSS OF PROFITS OR REVENUE, OR OTHER PECUNIARY LOSS, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.

     - LIMITATION OF LIABILITY. IN NO EVENT SHALL OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED, THE LESSER OF: $5,000 OR THE TOTAL AMOUNT PAID BY YOU FOR THE SIX MONTHS SUBSCRIPTION PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY. THE FOREGOING LIMITATION WILL APPLY REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT OR TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY, BREACH OF A FUNDAMENTAL TERM OR OTHERWISE, BUT WILL NOT LIMIT YOUR LIABILITY OR OBLIGATIONS UNDER THE PAYMENT OF FEES, INDEMNIFICATION OR FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS. IF YOU ARE USING FREE SERVICE, THIS LIMITATION SHALL NOT APPLY TO YOU, AND IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICE, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.

     - THIRD PARTY PRODUCTS. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD PARTY PRODUCTS THAT YOU USE.

NO-EXCLUSIVITY AND INDEPENDENT CONTRACTOR. Partner and its Customers will not have an exclusive right to market, sell or implement Solutions, and no franchise is granted to Partner. cFocus expressly reserves the right to market and sell the Solutions itself to any entity. Each Party to this Agreement is an independent contractor. This Agreement does not create any agency, partnership, joint venture, employment or franchisor or franchisee relationship. Furthermore, no labor relationship between cFocus and Partner employees is created hereby. Neither Party has the right or authority to, and will not, assume or create any obligation of any nature whatsoever on behalf of the other Party or bind the other Party in any respect whatsoever. Notwithstanding the use of the term “partner” in this Agreement, the Parties do not intend to create any legal relationship of partnership between them, and neither will assert to any third party or otherwise claim that such a legal relationship exists between them. For greater certainty, Partner hereby acknowledges and agrees that cFocus shall not, exercise any control over, or offer assistance in, Partner’s method of operation, including locations, business organization, marketing techniques or training.

NON-SOLICITATION. During the term for two (2) year following the termination of this Agreement, each party will not solicit, hire, contract with or retain any of the other party’s directors, officers, employees, assignees, other partners, third party provider or customers without the party’s prior written consent; provided, however, that this limitation shall in no way apply to the hiring or solicitation of any of each party’s personnel that respond to public postings.

MISCELLANEOUS
Amendment; Entire Agreement; Precedence. This Agreement, including all appendices and Order Form(s), along with our Privacy Policy and Terms of Use, is the final, complete and exclusive agreement between us and you with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and understandings. To the extent of any conflict or inconsistency, this Agreement shall control. We may update and change this Agreement at any time and such change will be posted here at: https://www.cfocus.ca/terms-and-conditions. For any material change to this Agreement, we will send prior notice via email or in-app notification. The updated Agreement will have an indication of its effective and binding date, for example, Terms of Service will have “Last Modified” or “Effective As of” or similar language thereof. We encourage you to check our Agreement on a regular basis. Please notify us in writing if you do not agree with any changes within thirty (30) days. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion .

No Waiver. Delay in exercising any right or remedy will be a waiver of such right or remedy. No course of dealings between you and us shall be construed as a waiver of any subsequent breach or modification hereof.

Currency. Unless expressed in the applicable Order Form, all references to money amounts are to the lawful currency of the United States Dollars (“USD”).

Severability. If, in any jurisdiction, any part of this Agreement is unenforceable, such provision is ineffective without invalidating the remaining provisions of this Agreement and such unenforceable provision will be deemed to superseded by a valid, enforceable provision that most closely matches the intent of original provision .

Interpretation. Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”.

Assignment. This Agreement and each party’s rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by a party without the other’s express prior written consent. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void.

Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Survival. The following sections shall survive the expiration or termination of this Agreement: “Definitions”, “Your Use of Services”, “Fees and Payment”, “No Early Termination; No Refunds”, “Termination/Suspension”, “Effects of Termination”, “Return of Property”, “Proprietary Rights and Licenses”, “Confidentiality”, “Publicity”, “Indemnification”, “Disclaimer; Limitation of Liability”, “No-Exclusivity and Independent Contractor” and “Miscellaneous”.

Governing Law; Venue. This Agreement shall be governed by, and construed in accordance with the laws of the Province of Saskatchewan and all applicable federal laws of Canada, without regards to its conflict of law principles. The Parties do hereby irrevocably consent to the jurisdiction of courts located in Saskatoon, Saskatchewan for the resolution of any disputes arising out of this Agreement. The parties also agree that they will first attempt to resolve any disputes arising under this Agreement through good faith negotiations.

The cFocus Platform and Software Solutions (“the Platform”, “Software Solutions”, or “Solutions”) are operated by cFocus (collectively, “us” “we” or “the Company”). By accessing or using our web site or the mobile version thereof (together the “Site”) you (the “User”) are subject to these Terms and Conditions. By your use of the Site, you signify that you have read, understand and agree to be bound by these Terms and Conditions (“Terms of Use” or “Agreement”), whether or not you are a registered member of the Platform or any individual Software solution. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If we do this, we will post the changes to these Terms of Use on this page and will indicate at the top of this page the date these terms were last revised. Your continued use of the Service or the Site after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) the Service or the Site. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Use and to review such changes.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Eligibility
Membership in the Service is void where prohibited. This Site is intended solely for users who are eighteen (18) years of age or older. Any registration by, use of or access to the Site by anyone under 18 is unauthorized, unlicensed and in violation of these Terms of Use. By using the Service or the Site, you represent and warrant that you are 18 or older and that you agree to and to abide by all of the terms and conditions of this Agreement.

Registration Data; Account Security
In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification;  (c) maintain and promptly update the Registration Data, and any other information you provide to Company, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your  account.

Proprietary Rights in Site Content; Limited License
All content on the Site and available through the Service, including designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (the “Site Content”), are the proprietary property of the Company, its users or its licensors with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company’s prior written permission, except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site. Provided that you are eligible for use of the Site, you are granted a limited license to access and use the Site and the Site Content and to download or print a copy of any portion of the Site Content to which you have properly gained access solely for your personal, non-commercial use, provided that you keep  all copyright or other proprietary notices intact. Except for your own User Content, you may not upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Such license is subject to these Terms of Use and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

User Conduct
You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.

In addition, you agree not to use the Service or the Site to:
     - harvest or collect email addresses or other contact information of other users from the Service or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

     - use the Service or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site;

     - use automated scripts to collect information from or otherwise interact with the Service or the Site;

     - upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights,  hateful, or racially, ethnically or otherwise objectionable;

     - upload, post, transmit, share, store or otherwise make available any videos other than those of a personal nature that: (i) are of you or your friends, (ii) are taken by you or your friends, or (iii) are original art or animation created by you or your  friends;

     - impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;

     - upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

     - upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, email addresses, Social Security numbers and credit card numbers;

     - solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;

     - upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

     - intimidate or harass another;

     - upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local,  state, national or international law; 

     - use or attempt to use another’s account, service or system without authorization from the Company, or create a false identity on the Service or the Site;

     - upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Company or its users  to any harm or liability of any type. 

User Content Posted on the Site
You are solely responsible for the photos, profiles (including your name, image, and likeness), messages, notes, text, information, video, advertisements, listings, and other content that you upload, publish or display (hereinafter, “post”) on or through the Service or the Site, or transmit to or share with other users (collectively the “User Content”). You may not post, transmit, or share User Content on the Site or Service that you did not create or that you do not have permission to post. You understand and agree that the Company may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of the Company violates this Agreement, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to the Company.

When you post User Content to the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site. By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will automatically expire, however you acknowledge that the Company may retain archived copies of your User Content. The Company does not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us in these Terms, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content.

Software Solution Mobile Services
The Service includes certain services that are available via your mobile phone, including (i) the ability to upload content to Software solutions via your mobile phone (Mobile Uploads), (ii) the ability to receive and reply to messages, (iii) the ability to browse Software Solutions from your mobile phone (Mobile Web), and (iv) the ability to access certain Software Solution features through a mobile application you have downloaded and installed on your mobile phone (Mobile Client) (collectively the “Mobile Services”). We do not charge for these Mobile Services. However, your carrier’s normal messaging, data and other rates and fees will still apply. You should check with your carrier to find out what plans are available and how much they cost. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you should check with your carrier to find out if the Mobile Services are available for your mobile devices, and what restrictions, if any, may be applicable to your use of such Mobile Services. By using the Mobile Services, you agree that we may communicate with you regarding Software Solutions and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your “Reputation Intelligence” account information to ensure that your messages are not sent to the person that acquires your old number.

Copyright Complaints
We respect the intellectual property rights of others and we prohibit users from uploading, posting or otherwise transmitting on any of our Software Solutions any materials that violate another party’s intellectual property rights. When we receive proper Notification of Alleged Copyright Infringement, we promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat infringers as described herein in accordance with the Digital Millenium Copyright Act. If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement directly to us.

Repeat Infringer Policy
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and at Company’s sole discretion, members who are deemed to be repeat infringers. Company  may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. 

Third Party Websites and Content
The Site contains (or you may be sent through the Site or the Service) links to other web sites (“Third Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the Site, including the content,  accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.

Share Service
Company offers a feature whereby users of the Site can share with others or post to their own member profile, videos, articles and other Third Party Applications, Software or Content from, and/or links to, Third Party Sites through the Service (the “Share Service”). You acknowledge and agree that your use of the Share Services and all links, User Content or Third Party Applications, Software or Content shared through the Share Service is subject to, and will fully comply with the user conduct rules set forth above and the other terms and conditions set forth in these Terms of Use.

Platform Applications and Software Solutions
Many of our Software Solutions use a set of APIs and services provided by the Company that enable third-party developers (“Platform Developers”) to create websites and applications that retrieve data made available by “Reputation Intelligence” and its users and/or that retrieve authorized data from third-party sites for use on the Software Solutions (“Platform Applications”).

Platform Developers may use the Software Solutions and create Platform Applications only in accordance with the terms and conditions set forth in an agreement entered into between us and the Platform Developer (“Developer Terms”). Our standard Developer Terms consist of the specific Software Solution Developer Terms of Service and the related Software Solutions Platform Application Guidelines. We may from time to time enter into separate agreements with certain third party Platform Developers that contain different or additional terms, provided however, that each such separate agreement will require the third party Platform Developer to only display your information in accordance with your Platform privacy settings. The standard Developer Terms are subject to change without prior notice at any time, in the Company’s sole discretion, so you should review these documents from time to time. ALL USE OF THE PLATFORM IS PROVIDED “AS IS” AND AT YOUR OWN RISK.

Users who install Platform Applications must agree to the terms and conditions set forth in the Platform Application Terms of Use (“Application User Terms”) and in these Terms of Use. The Application User Terms are subject to change without prior notice at any time, in the Company’s sole discretion, so you should review these terms each time you install an application and from time to time. Platform Developers may require you to agree to their own terms of service, privacy policies and/or other policies as a condition of using Platform Applications. Platform Applications have not been approved, endorsed, or reviewed in any manner by “Reputation Intelligence” , and we are not responsible for your use of or inability to use any Platform Applications, including the content, accuracy, or reliability of such Application and the privacy practices or other policies of Developers. YOU USE SUCH PLATFORM APPLICATIONS AT YOUR OWN RISK.

If you, your friends or members of your network use any Platform Applications, such Platform Applications may access and share certain information about you with others in accordance with your privacy settings as further described in our Privacy Policy. Platform Developers are required to agree to restrictions on access, storage and use of such information. However, while we have undertaken contractual and technical steps to restrict possible misuse of such information by such Platform Developers, we do not screen or approve Developers, and we cannot and do not guarantee that all Platform Developers will abide by such restrictions and agreements. Certain actions you take through the Platform Applications may be displayed to your friends in your profile and feeds, and you may opt-out of displaying your Platform Application actions on the Privacy Settings page. Please report any suspected misuse of information through the Platform as described in our Privacy Policy.

User Disputes
You are solely responsible for your interactions with other “Reputation Intelligence” users or users of related third party sites. We reserve the right, but have no obligation, to monitor disputes between you and other users.

Privacy
We care about the privacy of our users. By using the Site or the Service, you are consenting to have your personal data transferred to and processed in Canada. Please read our complete Privacy Policy located at https://www.cfocus.ca/privacy-policy.

Disclaimers
The Company is not responsible or liable in any manner for any User Content or Third Party Applications, Software or Content posted on the Site or in connection with the Service, whether posted or caused by users of the Site, by third parties or by any of the equipment or programming associated with or utilized in the Site or the Service. Although we provide rules for user conduct and postings, we do not control and are not responsible for what users post, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Applications, Software or Content. The Company is not responsible for the conduct, whether online or offline, of any user of the Site or Service.

The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to User’s or to any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Service, including any Mobile Client software. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone’s use of the Site or the Service, any User Content or Third Party Applications, Software or Content posted on  or through the Site or the Service or transmitted to Users, or any interactions between users of the Site, whether online or offline.

THE SITE, THE SERVICE (INCLUDING THE MOBILE SERVICES, AND THE SHARE SERVICE), ANY PLATFORM APPLICATIONS AND THE SITE CONTENT ARE PROVIDED “AS-IS” AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICE AND/OR ANY PLATFORM APPLICATIONS. COMPANY DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE, THE SERVICE OR ANY PLATFORM APPLICATIONS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICE ITS SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SERVICE AND ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.

The Company reserves the right to change any and all content, software and other items used or contained in the Site and any Services and Platform Applications offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Company.

ARTICLE 1 - ACCEPTANCE AND INTERPRETATION 
1.1 Acceptance
Please read these terms and conditions (this “Agreement”) carefully before using the Marketplace (the term “use” when used herein in respect of the Marketplace (as defined below) will mean access or use, and using will have a corresponding meaning). By clicking on the appropriate button underneath this Agreement or accessing or using the Marketplace, you (as defined below) agree to be bound by and comply with this Agreement, as updated from time to time in accordance with Section 4.3. If you do not accept and agree to be bound by this Agreement, you may not use the Marketplace. As a condition of entering into this Agreement and using the Marketplace, you represent and warrant that: (a) you agree to be bound by the terms and conditions of any agreement between you and us, under the terms and conditions for which you may distribute certain products or services offered by us to your customers on a non-exclusive basis, or if you have not entered into such an agreement, then the Channel Partner Terms and Conditions set out at:
https://www.cfocus.ca/terms-and-conditions (the applicable agreement in either case, the “Channel Partner Agreement”); (b) you will comply with this Agreement; (c) you possess the legal authority to create a binding legal obligation; and (d) if you are using the Marketplace on behalf of another person or a corporate entity, you have the authority to bind such person or entity to this Agreement.

1.2 Definitions
“Marketplace” means the proprietary cFocus online marketplace software platform which allows you to select Products for your Product Catalogue and distribute Products directly to your customers.
“Products” means the software (including software provided as a service), content and other products and services that are approved and made available by us or Third Party Providers through the Marketplace.
“Product Catalogue” means the product catalogue made available by you to your customers, including through any websites, containing descriptions of the Products that have been selected by you pursuant to the Marketplace for resale to your customers.
“cFocus”, “we”, “our”, or “us” means: cFocus Inc.
“you” or “yours” means the person or entity visiting the Marketplace, browsing or otherwise using the Marketplace.

ARTICLE 2 - YOUR USE OF THE MARKETPLACE
2.1 Information about You
In order to use the Marketplace, you may be required to provide information about yourself such as your name, address, and billing details. You agree that any such information you provide to cFocus will always be accurate, correct and up to date. Please review the following link to our current privacy policy, which contains important information about how we treat your personal data and protect your privacy (including our practices in collecting, storing, using and disclosing your personal information), and which is hereby incorporated by reference and forms a part of this Agreement:
https://www.cfocus.ca/privacy-policy. You will be issued a user account by us to access the Marketplace and must keep the details of your user account secure and must not share them with anyone else.

2.2 Access to the Marketplace
You may use the Marketplace solely to browse, locate, or select for distribution certain Products. Some of these Products may be offered by cFocus while others may be made available by Third Party Providers not affiliated with cFocus (“Third Party Providers”). You will ensure that you and your customers comply with: (a) the obligations and restrictions set out in any terms and conditions applicable to the Products made available by cFocus, including the cFocus Terms of Use, applicable to our Products; and (b) the obligations and restrictions set out in any terms and conditions applicable to the Products made available by the Third Party Providers. You agree that cFocus is not responsible for any Product on Marketplace that originates from a source other than cFocus, including from Third Party Providers.

2.3 Termination and Limitation of Access to Marketplace
You must not access the Marketplace or accept the terms of this Agreement if you are a person who is either barred or otherwise legally prohibited from using the Marketplace or any Products under the laws of the country in which you are resident or from which you use the Marketplace. If you violate any of the terms and conditions of this Agreement, your rights under this Agreement will immediately terminate and we may terminate your access to the Marketplace or the Products without notice and without refund to you. Your access to the Marketplace will terminate in accordance with the Channel Partner Agreement, including upon the termination or expiry of the Channel Partner Agreement. Notwithstanding the foregoing, we reserve the right, at our sole discretion, to limit or deny you access to or use of the Marketplace or the Products, at any time and for any reason, including for violation of this Agreement. You will cease and desist from any such access or use immediately upon request by us. If we disable access to your account, you may be prevented from accessing the Marketplace, your account details or any files or other Products that are associated with your account.

2.4 Payment For Products
The Marketplace may display pricing for Products. Pricing and availability of all Products are subject to change at any time. The payment for Products available on the Marketplace and selected for purchase via the Product Catalogue will be made directly to us. The fees and payment terms and conditions in respect of such Products are set out in the fee schedule, which terms and conditions are incorporated herein by reference and forms part of this Agreement.

ARTICLE 3 - RIGHTS AND RESTRICTIONS
3.1 Distribution of the Products
Under the terms and conditions set out herein and the Channel Partner Agreement, you will have the non-exclusive right to distribute the Products solely as expressly permitted by us or the Third Party Provider and subject to the restrictions set forth herein and associated terms and policies applicable to the Product. All rights, title and interest in the Marketplace and Products not expressly granted to you in this Agreement are reserved by us and our licensors or the Third Party Providers. Expect as set out herein or the Channel Partner Agreement, you may not sell, rent, lease, redistribute, broadcast, transmit, communicate, modify, sublicense or transfer or assign your rights to the Marketplace to any third party without our authorization, including with regard to any use of Products that you may obtain through the Marketplace. We may assign this Agreement or any rights hereunder to any third party without your consent. Use of any tool or feature provided as an authorized part of the Marketplace will not violate this provision so long as you use the tool as specifically permitted and only in the exact manner specified and enabled by the Marketplace. In addition, you will not and will not permit any other person to (directly or indirectly) solicit, market, access or contact the Third Party Providers in efforts to purchase, distribute, resell, or market Products or products that are similar, complementary, related or enhancements to the Products directly or indirectly from such Third Party Providers.

3.2 Security Features and Proprietary Notices
You may not attempt to, nor assist, authorise or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect any Product or the Marketplace. You must not collect or harvest any personal data of any user of the Marketplace, including account names and personal data of Third Party Providers. If you violate any security feature or attempt to collect or harvest any personal data of third parties, you may incur civil or criminal liability.
You may not remove any watermarks, labels or other legal or proprietary notices included in the Marketplace or any Product, and you may not attempt to modify any Products obtained through the Marketplace, including any modification for the purpose of disguising or changing any indications of the ownership or source of a Product.

3.3 Removal or Unavailability of Products
Subject to this Agreement, Products available on the Marketplace may only be available for a limited period time. In certain cases (for example, if we or our Third Party Provider loses the relevant rights, a Product is discontinued, or you breach applicable terms or the law), we may remove or cease providing you with access to certain Products that you have distributed. If reasonably practicable, we will provide you with reasonable prior notice of any such removal or cessation.

ARTICLE 4 - GENERAL 
4.1 Governing Law and Jurisdiction
You must comply with any and all applicable laws, including privacy laws, intellectual property laws, and laws applicable to the reporting and payment of any taxes arising in connection with your use of the Marketplace, or the distribution of Products. This Agreement will be governed by the laws of the Province of Saskatchewan and the federal laws of Canada applicable therein. These laws apply to your use of the Marketplace, notwithstanding your domicile, residency or physical location. The Marketplace is intended for use only in jurisdictions where they may lawfully be offered for use. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Saskatoon, Saskatchewan, Canada in all disputes arising out of or relating to the use of the Marketplace. Not all of the Products described in the Marketplace are available in all jurisdictions. Furthermore, nothing on the Marketplace constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by applicable law.

4.2 Disclaimer of Warranties and Limitation of Liability
DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE AGREED TO IN THE CHANNEL PARTNER AGREEMENT YOUR USE OF THE MARKETPLACE AND THE PRODUCTS WILL BE AT YOUR SOLE RISK AND THE MARKETPLACE AND THE PRODUCTS ARE PROVIDED TO YOU AND YOUR CUSTOMERS “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND. WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE MARKETPLACE OR THE PRODUCTS. THE MARKETPLACE OR PRODUCTS MAY INCLUDE ERRORS, OMISSIONS AND INACCURACIES, INCLUDING PRICING ERRORS. WE EXPRESSLY RESERVE THE RIGHT TO CORRECT ANY PRICING ERRORS ON THE MARKETPLACE. WE DO NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE MARKETPLACE OR THE PRODUCTS. EXCEPT AS OTHERWISE AGREED TO IN THE CHANNEL PARTNER AGREEMENT, YOUR USE OF THE MARKETPLACE AND ANY PRODUCTS OBTAINED THROUGH THE USE OF THE MARKETPLACE WILL BE AT YOUR OWN DISCRETION AND RISK.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES  OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES OR CONDITIONS  ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE MARKETPLACE OR THE PRODUCTS ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. EXCEPT AS OTHERWISE SET OUT HEREIN, YOU ARE NOT AUTHORIZED TO MAKE ANY  WARRANTY, GUARANTEE, REPRESENTATION OR CONDITION, WHETHER WRITTEN OR ORAL, ON BEHALF OF CFOCUS OR ANY THIRD PARTY PROVIDER. 

LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE (ON BEHALF OF OURSELF AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS AND LICENSORS, COLLECTIVELY, THE “CFOCUS INDEMNITEES”) DISCLAIM ALL LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, STATUTORY LIABILITY, BREACH OF A FUNDAMENTAL TERM, FUNDAMENTAL BREACH, OR ANY OTHER LEGAL THEORY, FOR ANY LOSS OR DAMAGES OF ANY KIND ARISING IN CONNECTION WITH OR UNDER THIS AGREEMENT, INCLUDING FROM YOUR USE OF, OR INABILITY TO MAKE USE OF, THE MARKETPLACE, THE PRODUCTS, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF, OR INABILITY TO MAKE USE OF, THE MARKETPLACE OR THE PRODUCTS (INCLUDING ANY (I) DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGE, (II) FRAUD, (III) LOSS OF INFORMATION, PROGRAMS OR DATA, (IV) LOSS OF USE, (V) PERSONAL OR PROPERTY DAMAGE, (VI) FINES, FEES, PENALTIES, OR (VII) ANY OTHER LOSSES OR DAMAGES, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM YOUR USE OF, OR YOUR INABILITY TO MAKE USE OF, THE MARKETPLACE OR THE PRODUCTS).

TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THIS AGREEMENT, INCLUDING FROM YOUR USE OF, OR INABILITY TO MAKE USE OF, THE MARKETPLACE, THE PRODUCTS, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR OR YOUR CUSTOMER’S USE OF, OR INABILITY TO MAKE USE OF, THE MARKETPLACE OR THE PRODUCTS EXCEED FIVE THOUSAND DOLLARS ($5,000) OR THE EQUIVALENT IN LOCAL CURRENCY. FOR GREATER CERTAINTY, THE AMOUNT SET OUT IN THE PRECEDING SENTENCE REPRESENTS THE AGGREGATE CUMULATIVE MAXIMUM LIABILITY AMOUNT AND THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THAT AMOUNT.

The limitation set out in this Section 4.2 reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.

To the maximum extent permitted by applicable law, you hereby release and waive all claims against us and the cFocus Indemnitees from any and all liability for claims, costs, and expenses (including litigation costs and legal fees) of any kind and nature arising from or in any way related to the Marketplace, the Products, or this Agreement.

4.3 Changes to this Agreement and the Marketplace
Except where prohibited by applicable law, we reserve the right to change this Agreement at any time without notice. Your continued use of the Marketplace after any changes to this Agreement indicates your acceptance of such changes. It is your responsibility to review this Agreement regularly for any changes.

4.4 Entire Agreement, Waiver, and English Language
This agreement constitute the entire agreement between us and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Platform. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Our failure to insist upon or enforce strict performance of any provision of this Agreement will not be construed as a waiver of any provisions or right. If any of the provisions contained in this Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions contained herein. If any of the provisions contained in this Agreement conflict with the terms of another agreement between the parties (such as the provisions of a Channel Partner Agreement), then the terms of this Agreement will prevail. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English.


Yes, this page was built using our tools. Unlike our competitors, we drink our own Kool-Aid.
cfocus.ca - cFocus | Google Partner - All Rights Reserved©
21 Gréber Boulevard, Gatineau, QC J8T 3P4
CUSTOM JAVASCRIPT / HTML