Terms and Conditions of Use

Who are we?

Edge Software, Inc. distributes an innovative content sharing and cloud based collaboration workspace based on public cloud services, premise-based hardware and private cloud applications, which is currently and collectively referred to as the “SecureShare Service & Product Portfolio”. Our service and product offering includes: a cloud content sharing application (“SecureShare”), a server & software or access thereto (“SecureShare Server – server & Software edition”), and a private off site backup capacity (“SecureShare Server PLUS – off site backup”). Such products and services being referred to herein collectively or individually as the “Services”.This Agreement has been in force since October 16, 2015.

What you need to know!

These terms and conditions constitute an agreement between you and Edge Software Inc. (the “Service Provider” or “us” or “we”) regarding use of the Services (the “Agreement”).Once you begin to use the Services, create a user account or confirm your acceptance hereof electronically, you’re agreeing to be bound by these terms and conditions, and you warrant that you are authorized to accept this Agreement in respect of the Services you have chosen, both on your own behalf and on behalf of anyone you represent.

When you create a user account, you are confirming that both the electronic address provided by you and your user account are active addresses at which you agree to receive documents intended for and sent to you by us, and that the sending of a document to that address or user account creates a presumption that you received the document.

What do we mean here?

Throughout this Agreement, the following terms mean :

Agreement

This Agreement, and specific conditions of the Services used as they may be modified from time to time.

Document

Any file in any format and or any support.

Data

Any information created, generated, communicated or stored through the use of the SecureShare Product Portfolio or otherwise in the course of
performance of this Agreement.

Service provider or “we”, “us” or “our”

Edge Software Inc.

User, or “you”

Means you and the person or corporate entity you are authorized to
represent.

Website

Means the website accessible at www.secureshare.cloud or any other website operated by the Service provider or one of its affiliates.

What are our Services?

Means any or all of the following services depending which product and services you have chosen:

  • SecureShare PRO
  • SecureShare TEAM
  • SecureShare Server Edition
  • SecureShare Software Edition
  • SecureShare Server PLUS (also referred to as SecureShare Server with
    SecureShare Off Site Back Up Service)

We may modify and update the Services, and the Website without notice. We may also cease offering the Services or remove any features thereof by posting a notice to that effect on the Website. Your use of the Services after the posting of such notice will constitute confirmation of your acceptance of the modifications.

What use can you make of the Services?

You are authorized to use the Services only as expressly provided in this Agreement, in accordance with all applicable laws.As long as you comply with this Agreement and, the applicable specific terms of the SecureShare Service & Product Portfolio, SecureShare grants you a limited, non-transferable, non-exclusive and revocable right to access the Website and use the Services.

You should be aware that any access to or use of the Services for purposes of resale or lease to a third party is prohibited. Framing, mirroring, scraping or data-mining of the Services or the Website or the content thereof in any form or manner whatsoever are prohibited. The use of peer-to-peer transfer or collaborative viewing and display technologies in conjunction with your use of the Services.

If you do not comply with this Agreement and the applicable specific terms of the SecureShare Service & Product Portfolio you select, or if you engage in inappropriate use of the Services, we can suspend your right to access the Services, or unilaterally terminate this Agreement,

Subject to the applicable specific terms of the SecureShare Service & Product Portfolio you select, you are permitted to install and/or use the Services you select on the specific type and for the number of users or devices that were initially specified in the then-current documentation for your user account type, as described on the Website or as indicated in a specific document provided by us.

What uses are prohibited?

The following are prohibited. Using the Services to disseminate, publish, send or host Documents that:

  • Are illegal, fraudulent or harmful to the Service provider, its clients or third parties;
  • Purport to be those of a third party;
  • Purport to offer services or solicit other users;
  • Infringe our intellectual property rights or those of any third party;
  • Contain viruses, malware or spyware; or
  • Could negatively affect the Services or the Website, or damage the equipment and systems of the Service provider or its providers, is prohibited.

We reserve the right in appropriate circumstances and at our sole discretion, to block access to infringing or allegedly infringing content and to limit access to the Services, or terminate user accounts of users who are deemed to be repeat infringers, or to any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

When accessing or using the Services, you must refrain from any act or activity that could affect the accessibility, security, integrity or functionality of the Website or the systems or networks used to provide the Services, as well as any unauthorized attempt to access the Data or Documents of other users. We reserve the right to monitor your use of the Services, in order to enforce the foregoing provisions.

What are your responsibilities?

User account and identifiers:

The Services are accessible only to users to whom a user name and password (together, the “Identifiers”) have been issued by your SecureShare administrator in accordance with the applicable conditions. For the purposes of accessing the Services, the Identifiers shall remain our property and may be cancelled or suspended at our discretion without notice at any time, without the Service Provider thereby becoming liable to you or any other person.

You undertake to update the information provided in the event of any change thereto. We may deny access to the Services to any user who provided information that proves to be false or inaccurate.

The Service Provider is under no obligation to verify the identity or authority of any person who uses the Identifiers to access the Services. The Service Provider may give effect to and act in accordance with any communication made or instruction given using the Identifiers. You are solely responsible for the use made of the Services, and any access or use of the Services through the Identifiers shall be deemed to have been by you.

In order to prevent problems from malware and pirating, the Service Provider may, at its sole discretion and at any time, insist on proof of the identity of any person seeking to access and use the Services, and may deny such access and use in whole or in part, or refuse to give effect to any communication, if not satisfied with the proof of identity provided.

Once the Identifiers are issued to you: (a) you are fully responsible for keeping the Identifiers and any use thereof confidential and secure; (b) you must maintain the confidentiality and security of the Identifiers at all times and not disclose them to any third party or allow any third party to use them; (c) once you have accessed the Services using the Identifiers, you must not leave the computer terminal used to access the Services without having ended your session and closed the browser window you used, and (d) if you suspect that your Identifiers have been lost, stolen or are known to or being used by a third party, you must immediately inform us by email at security@secureshare.cloud.

We rely on the information you provide. So make sure, any information you provide in conjunction with the Services, including information concerning your user account (name and email address), payment information (credit card numbers and expiration dates) and any information in connection with a transaction, must be true, accurate, up-to-date and complete. You will be solely responsible for any loss, damage or additional costs incurred by you, us or any other person resulting from your having provided false, inaccurate or incomplete information or from your failure to update the information concerning your user account or your payment information.

SecureShare electronic signature

SecureShare’s electronic signature functionality offers a convenient, reliable, and legally valid method of signing documents such as contractual agreements. Electronic signatures are recognized as a valid way to express consent in Canada, the United States and in most jurisdictions.

When creating a user account, you confirm that it is for an active address at which you agree to receive documents intended for you and you accept to be bound by the documents that you’ll sign through the use of the services. When initiating a signature process you should always indicate the full names of the signatories and use active email addresses at which other signatories agree to receive documents intended for them.

The SecureShare electronic signature functionality logs, and records all activities pertaining to a signature process (person performing the transaction, email address used for invitation and access to the signature page IP Address, date and time) and generates a certificate that can be imbedded in the signed documents, to provide an audit trail.

Payment

If you sign-up for a paid account, you are also agreeing to pay the fixed subscription and variable usage-based fees, if any, for the account type you have selected. You also agree to any applicable account restrictions, including pre-determined quotas regarding the amount of storage available for you to use. If, at any point, you exceed any quota allocated to your account, you also agree that SecureShare may restrict your ability to backup further data until you can reduce your storage usage or opt to sign-up for another type of account that offers a higher or unlimited quota.

We reserve the right to modify the applicable rates. Any such rate modification will take effect after a reasonable period of time, following notification thereof.

You undertake to make payment for the Services as specified in the the applicable specific terms of the SecureShare Service & Product Portfolio, and to update the payment information you provided when creating your user account as required throughout the duration of this Agreement.

Should you fail to make payment as specified in the applicable Terms and Conditions of Use, we may suspend your right to access the Services.

Some technical specifications of the Services we offer:

Equipment & systems

Use of the Services requires compatible devices, Internet access, and certain software may require periodic updates and may be affected by the performance of these elements. You agree that meeting these
requirements is your responsibility:

  • Desktop and laptop computers equipped with supported browsers (IE/Firefox/ Chrome/Safari);
  • Apple iPhone and iPad mobile devices;
  • Android mobile devices;
Security (Confidentiality, Integrity, Accessibility)

The Service Provider strives to ensure the security and confidentiality of Documents created, transmitted or hosted in connection with the use of the Services, through the use of, inter alia, a user authentication mechanism and transmission and hosting with appropriate hardware and software security procedures that vary depending on the SecureShare Services you choose.

The hosting facilities are currently located in Canada.

The Services are designed to ensure that the integrity of Data and Documents created, sent and hosted is preserved.

Access and availability

We strive to ensure that the Services are accessible and available 99.67% of the time, exclusive of loss or interruption of Services (i) resulting from scheduled maintenance and required repairs for which you had received advance notice, or (ii) due to causes beyond our control or its suppliers or agents, or (iii) stemming from events that are not reasonably foreseeable by us or our suppliers, including, but not limited to, the interruption or failure of telecommunication or digital transmission links or Internet slow-downs or failures. You shall make your own arrangements for Internet access in order to access the Services. You acknowledge that we do not and cannot not control the transfer of documents and data over your and public telecommunications networks including the Internet. SecureShare therefore cannot and does not warrant that the access and use of the Services will be uninterrupted or error-free.

Be advised that the Services, or any feature or part thereof, may not be available in all languages or in all countries and SecureShare makes no representation that the SecureShare Product Portfolio or any feature or part thereof, is appropriate or available for use in any particular location.

We reserves the right to interrupt access to and provision of the Services, as well as access to the Website, including without limitation for the following reasons:

  • Performing maintenance in connection with the Services, including updates;
  • upgrading and installing new features;
  • verifying and auditing the proper performance and use of the Services;
  • actual or apprehended outages.

We will use reasonable efforts to install updates and make them available
within a reasonable period of time. Updates may entail modifications to performance and/or features that may have a negative impact on the Services. The Service Provider cannot foresee or be held responsible for service interruptions or changes in performance or features following an update. In such an event, however, The Service Provider will use reasonable efforts to rectify the situation as soon as possible after being notified.

We will notify you of scheduled or ongoing interruptions to the Services and will strive to limit their duration.

Support, maintenance and updates

We offer support services (via email, online chat and telephone). If you experience difficulties using or accessing the Services, you must take all reasonable steps to determine the source of the problem before contacting our support services at support@secureshare.cloud.

Backup copies

The Service Provider makes backup copies of Data and Documents entered, transmitted and hosted in conjunction with use of the Services, but cannot guarantee that no Data or Documents will be lost while being transferred to or while on our servers, and cannot be held responsible in any way for any damage resulting from such loss.

Other sites:

The Services may include links or references to the websites of other resources or businesses operated by third parties (collectively, “Other Sites”). The Other Sites are independent of SecureShare and we do not sponsor, have any control over, and are accordingly not responsible in any
way for their content or related products, services or activities.

We reserve the right to require the withdrawal or deletion of any hypertext link to the Services or the Website.

What do we own and what’s yours?

Ownership of rights

The Services (including all content, headers, graphics, icons, and scripts, and the layout, arrangement, coordination, image enhancement and any other information in the scripts, graphics, audio and video clips, images, icons, software, designs, applications, data and any other element available in or through the Services) are our property and are protected by Canadian and international copyright, trademark and other laws. Your use of the Services does not give you any property rights or any other right whatsoever in or in respect of the Services except the rights specifically granted herein.

You may not copy, reproduce, republish, download, display, transmit, modify, index, catalog, decompile, make a mirror image copy or distribute the Services, in any manner whatsoever, in whole or in part, without our written consent.

Marks

Certain names, words, phrases, logos, icons or designs appearing on the Website are trade-marks that we own of are licensed to use. Those trade-marks are protected in Canada and other countries.No wording in the Services or anywhere else is to be interpreted as expressly or implicitly granting you a licence or right to use these marks or images, unless otherwise expressly stipulated in this Agreement. Any other use is strictly prohibited.

Documents and Data

The Documents and Data are yours and you retain all your rights in such Documents. You are responsible for the content of the Documents and Data you create, transmit or host in connection with your use of the Services.

Nevertheless, in order for us to be able to provide you with the Services, you, by entering any Data or submitting any Document, thereby grant to us (or warrant that the owner of the rights therein does so), for the duration of this Agreement, an irrevocable, unlimited, non-exclusive, world-wide, assignable, royalty-free licence (which may be sub-licensed) to use, reproduce, transmit, host and save such Data and Documents solely for the purposes of providing the Services, and you agree, represent and warrant that you waive (or warrant that the owner of the rights therein waives) all moral rights in such Data and Documents in favour of the Service Provider and its successors. Moreover, our Services may enable you to share or synchronize your files between your own devices, along with devices owned or controlled by third parties. Should you choose to use any such features, you also agree that your use of these features, including all content submitted by you, shall be at your sole responsibility and risk. You also agree that you have obtained all necessary licensees and rights to any such content.

Software and applications

You may be provided with software, applications or other tools that you can download in order to access and use the Services, or to facilitate such access and use. Such software, applications and tools are protected by copyright and may be protected by patent. The downloading, use and updating of same are governed by the specific user agreement, if any, that applies to each of same, and such download installation or use will entail your acceptance of the applicable user agreement. You are not authorized to copy, modify, distribute, sell or lease such software, applications and tools in whole or in part. Nor are you authorized to reverse-engineer same or attempt to extract the source code thereof.

Confidentiality and protection of yourpersonal information:

We undertake to protect the confidentiality of all Data and Documents entered, transmitted, hosted and saved in connection with your use of the Services.

We will collect, use and disclose your personal information in accordance with the applicable Canadian legislation pertaining to privacy and protection of personal information and our Privacy Policy. We may modify the Privacy Policy from time to time by posting a notice to that effect on the Website. By accepting this Agreement, and each time you use the Services, you will be consenting to the collection, use and disclosure of your personal information by us in accordance with Canadian law and our Privacy Policy.

We undertake to notify you forthwith if an event occurs that could compromise the confidentiality or security of your Data and Documents, including any instance of intrusion or hacking by a third party. In such event, you shall take all action necessary to minimize any harm, loss or damage that might ensue.

The parts our lawyers drafted:

We undertake, to do what is commercially reasonable to provide access to the services and ensure their availability, but we assume no obligation of result in that regard.

Extent of responsibility and warranty and limitation of liability:

Disclaimer of liability

You will therefore be accessing and using the services without any representation or warranty on the part of the service provider other than as expressly stipulated herein, and you hereby waive any right to claim the benefit of any such other representation or warranty.

The service provider assumes no responsibility and cannot be held liable for your use of the services or that of any third party, or for any inability or impossibility to use or access the services, or for any documents created through, transmitted to or hosted by the services. The service provider expressly excludes any warranty, other than as may be expressly provided under this agreement, of any kind whatsoever.

Limitation of liability

We will in no event be liable towards you or any other person whatsoever for any loss or damage of any kind, including without limitation, lost data, documents, revenue, profits or goodwill, or damage to reputation, whether or not foreseeable, whether contractual or extra-contractual, attributable or related to your use or the unavailability of the services, notwithstanding that the service provider may have been advised of the possibility of such damages.

You accordingly agree to assume and, as the case may be, bear the risk of possible shortcomings or temporary unavailability of the services.

Indemnification

You hereby undertake to indemnify and hold the service provider harmless from and against any claim of any kind by any third party for damages, or for any type of recovery, in connection with the content of Documents hosted or transmitted by or through the services. You expressly undertake to indemnify the Service provider for any fees, costs, charges, indemnities or expenses that the service provider may have incurred in connection therewith, including professional fees of its legal counsel and advisors.

General provisions:

Amendments

We may amend this Agreement from time to time. We will advise you of any amendment by posting a notice on the Website or sending you a notice in conjunction with your use of the Services. By accessing or using the Services after such notice has been posted or sent, you will be confirming your consent to being bound by the Agreement as amended. If you do not consent to the amendment, you must cease all use of the Services.

Assignment

We may assign its rights and obligations under this Agreement. You, however, may not assign your rights and obligations under this Agreement, or the privileges associated with your user account, in any form or manner whatsoever.

Termination

The Service Provider may terminate this Agreement or revoke your authorization to access and use the Services, at its discretion, such termination will among others occur, if you fail to make a payment in accordance with this Agreement, or otherwise fail to comply with this Agreement or make any unauthorized use of the Services, or if it becomes necessary to do so in order to prevent or avoid the occurrence of any harm, damage or loss.

You may terminate this Agreement upon 30 days prior notice in writing to that effect sent to the following electronic address: support@secureshare.cloud
This Agreement will then terminate upon the expiration of such 30-day notice period.

Your user account will remain accessible for a further 30-day period following the effective date of termination of this Agreement. During that period, it will be your responsibility to recover and save the Data and Documents entered and hosted through the Services. Upon the expiration of that 30-day period, your user account and the Data and Documents sohosted will be deleted.

NO CLASS ACTIONS.

Unless the following restrictions are prohibited by law you may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.

Applicable law and Resolution of disputes

This Agreement, including your right to access and use the Services, as well as any other related matter, are governed by the laws applicable in the Province of Québec, to the exclusion of The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms, which shall not apply. Any dispute between you and the Service Provider arising out of the Services, this Agreement or any matter related thereto will be submitted to the competent court sitting in and for the judicial district of Montreal, province of Quebec.

However, SecureShare wants to address your concerns and avoid legal proceedings. Before filing a claim against SecureShare , you agree to try to resolve the dispute informally by contacting dispute@secureshare.cloud. We’ll try to resolve the dispute by contacting you via email. If a dispute is not resolved within 15 days of submission, you or SECURESHARE may bring a formal proceeding.

IF YOU’RE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

You and SECURESHARE agree to resolve any claims relating to these Terms of Use through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below. You can decline these Terms of Use to arbitrate by submitting your opt-out within 30 days of first accepting these Terms of Use to arbitration@secureshare.cloud. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Irvine, Orange County (CA), or any other location we agree to. Either you or SECURESHARE may assert claims, if they qualify, in small claims court in Orange County (CA). Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Orange County, California to resolve your claim.

Communication

We may send you information and offers in connection with its services to the address you provided when your user account was created, or any other address you subsequently provide.

You can contact us in writing at:
E-mail: support@secureshare.cloud
Phone: 514-461-3343
Mail: 260-4000 Saint-Ambroise Street, Montréal, Québec, H4C 2C7.