TERMS OF USE
(Last updated: December 2012)

IMPORTANT: PLEASE READ THESE TERMS OF USE BEFORE USING THE SITE

Welcome to the Terms of Use for the website www.vigilis.ca (the "Site"), offered by The Vigilis Group. Users of the Site are provided with a wide variety of information and services (the "Services"). By clicking the "I Accept" button, completing the registration process, using any of the Services and/or using or browsing the Site, you (either an individual or a legal entity that you represent as an authorized employee or agent) agree to abide by all of these terms and conditions of the Services (the "Terms of Use"). The Services are offered to you on the condition that you accept these Terms of Use without modification. If you do not agree to these Terms of Use, please refrain from using this Site.

Violation of these Terms of Use may result in the immediate termination of your account or your access, in addition to any other legal and equitable remedies that we or third parties may have against you. We reserve the right to modify these Terms of Use at any time, and without prior notice, by posting amended Terms of Use on this Site. Your continued use of the Services indicates your acceptance of the amended Terms of Use.

The term "The Vigilis Group" or "us" or "we" refers to The Vigilis Group. The term "you" or "User" refers to the user or viewer of the Site.

Limitations of Use

Your license for access and use of the Site and any information, materials and documents therein are subject to the following restrictions and prohibitions on use: a)You may not copy, reproduce, distribute, republish, display, post, or transmit any material contained on the Site in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the express prior written consent of The Vigilis Group; b) You may not use the Site or any materials obtained from the Site to develop, or as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, lease, license, rental, subscription, or any other commercial distribution mechanism. You also may not "mirror" any material contained on the Site on any other server. Any unauthorized use of any content on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications statutes and regulations.

Access to Services

Use of manual or automated software, devices, or other processes to "crawl" or "spider" any web pages contained in the Site is strictly prohibited. You agree not to monitor or copy, or allow others to monitor or copy, our web pages or the content, in part or in full, included herein. You also agree not to "frame" or otherwise simulate the appearance or function of this Site. Furthermore, you agree not to take any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses.

Links to Third Party Sites

The Site may contain links to web sites controlled, owned, and operated by third parties. The Vigilis Group is unable to exercise any control over the third-party sites and has no responsibility for the accuracy or availability of information provided on the third-party sites. You acknowledge that use of any third-party sites is governed by the terms of use for those websites, and not by this Terms of Use. The activation of hyperlinks to third-party sites through the Site shall not interpreted as an affiliation or association that may bind The Vigilis Group to the owner of the third-party sites and do not constitute an endorsement or recommendation by The Vigilis Group of such sites or the content, products, advertising or other materials presented on such sites, but are only for your convenience and you access them at your own risk. Such third-party sites may have a privacy policy and terms of use different from that of The Vigilis Group and the third-party site may provide less security than this Site. We are not responsible for the content of any third-party web sites, nor do we make any warranties or representations, express or implied, regarding the content (or the accuracy of such content) on any third-party web sites, and The Vigilis Group shall have no liability of any nature whatsoever for any failure of products or services offered or advertised at such sites or otherwise or that may result from the use of such sites or the inaccuracy of their content. It is strongly recommended to view their own terms of use.  All complaints or claims regarding the third-party sites should be directed to the administrators of those sites.

Indemnification

By accepting the Terms of Use, you agree to indemnify and otherwise hold harmless The Vigilis Group, its officers, directors, employees, agents, subsidiaries, affiliates and other partners from any direct, indirect, incidental, special, consequential or exemplary damages, of every kind and nature, known or unknown, including reasonable legal fees, resulting from your use of the Site.

Exclusions or limitations set forth above are in addition to any specific exclusion or limitation provided in these Terms of Use. Some federal, provincial or state laws do not allow the exclusion of certain warranties or limitation of certain rights, so the above exclusions may not apply to you, in part or in whole.

Termination

You agree that The Vigilis Group may, with or without cause, immediately terminate your account and access to The Vigilis Group Services and Site, at its sole discretion and without prior notice. Without limiting the foregoing, the following can lead to a termination by The Vigilis Group of a user's use of The Vigilis Group Services (a) breaches or violations of these Terms of Use or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) unexpected technical issues or problems. Termination of your account includes removal of access to all offerings within The Vigilis Group Services and may also bar you from further use of The Vigilis Group Services. Furthermore, you agree that all terminations shall be made in The Vigilis Group's sole discretion and that The Vigilis Group shall not be liable to you nor any third-party for any termination of your account or access to The Vigilis Group Services. 

You further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have written permission from their rightful owner and to grant The Vigilis Group all of the license rights granted herein; (ii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iii) post advertisements or solicitations of business; (iv) impersonate another person.

Repeat Infringer Policy

In accordance with applicable law, The Vigilis Group has adopted a policy of terminating, in appropriate circumstances and at The Vigilis Group's sole discretion, members who are deemed to be repeat infringers. The Vigilis Group 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. 

Privacy Policy

By using the Site, you consent to comply with and be bound by the privacy policy posted by The Vigilis Group, which is part of these Terms, without any further notice or any liability to you or any other person.

DISCLAIMER OF WARRANTIES

NONE OF THE VIGILIS GROUP, ANY OF ITS AFFILIATES, PROVIDERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS OR LICENSORS (COLLECTIVELY THE "THE VIGILIS GROUP PARTIES") MAKES ANY REPRESENTATION OR GUARANTEE WITH RESPECT TO THE FUNCTIONALITY, ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF THE SITE OR ITS CONTENT.

THIS SITE AND ALL OF THE CONTENT IS PROVIDED TO YOU "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE VIGILIS GROUP PARTIES AND ITS LICENSORS DISCLAIM ALL WARRANTIES OR CONDITIONS, WRITTEN OR ORAL, CONTRACTUAL OR STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, DURABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE. ADDITIONALLY, THERE IS NO WARRANTIES AS TO THE RESULTS OF YOUR USE OF THE CONTENT OF THE SITE. THE VIGILIS GROUP PARTIES DO NOT REPRESENT, WARRANT OR UNDERTAKE THAT ANY ERRORS ON OR RELATING TO THE SITE WILL BE CORRECTED OR THAT THE SITE OR ANY SERVER FROM WHICH THE SITE IS OPERATED IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTSE. 

THE VIGILIS GROUP PARTIES SHALL IN NO EVENT BE LIABLE FOR ANY DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF THE SITE AND EQUIPMENT OF ANY NATURE WHATSOEVER, THE INABILITY TO USE THE MATERIAL, THE TERMINATION OF SUCH RIGHTS OR LOSS OF PROFITS, DATA, OPERATIONS OR GOODWILL, REPUTATION, ENJOYMENT, GENERAL, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES THAT ARE ON A CONTRACTUAL, TORT OR EXTRA CONTRACTUAL BASIS. THE VIGILIS GROUP PARTIES DISCLAIMS ANY RESPONSIBILITY FOR ANY ERROR OR OMISSION IN THE CONTENT, OR DUE TO VIRUSES, DATA CORRUPTION, TRANSMISSION PROBLEMS, NOR FOR DAMAGES OR LOSSES CAUSED BY YOU OR YOUR AGENT OR EVENTS BEYOND THE CONTROL OF THE VIGILIS GROUP PARTIES.

The information, replies, and components of the Site are not intended as technical, financial, fiscal, legal, business, or other advice for your specific situation, but are rather intended as a means of presenting The Vigilis Group products and services in a general light. We encourage you to consult a Vigilis Group agent and discuss how the information and other items on the Site can apply to you and, together with the agent, assess your particular situation.

Exclusions or limitations set forth above are in addition to any specific exclusion or limitation provided in these Terms of use. This does not affect those warranties which are incapable of exclusion, restriction or modification under the laws applicable to these Terms.

The Vigilis Group may discontinue or make changes in the content and site at any time without prior notice to you and without any liability to you. Any dated information is published as of its date only, and The Vigilis Group parties do not undertake any obligation or responsibility to update or amend any such information. The Vigilis Group reserves the right to terminate any or all site offerings or transmissions without prior notice to you. This Site could contain technical inaccuracies or tyopographical errors. Use of this Site is at your own riss.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL THE VIGILIS GROUP PARTIES AND ANY THIRD-PARTY PROVIDING CONTENT ON THE SITE BE LIABLE FOR ANY DAMAGES INCLUDING GENERAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR ANY OTHER DAMAGES OF ANY KIND WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE ARISING OR RELATING IN ANY WAY TO THE USE OR INABILITY TO USE BY ANY PARTY OF THE CONTENT, THE SITE OR ANY THIRD-PARTY SITE TO WHICH THIS SITE IS LINKED, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF THE VIGILIS GROUP PARTIES, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. THE VIGILIS GROUP IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE IS TO STOP USING THE SITE. IF YOUR USE OF MATERIALS FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. IF THE FOREGOING LIMITATION IS FOUND TO BE INVALID, YOU AGREE THAT THE VIGILIS GROUP PARTIES' TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

General provisions

a. Governing Law and Jurisdiction
The Vigilis Group operates its Site from the city of Laval, Quebec, Canada. These Terms of Use, the Site, any use of the Site and their interpretation, execution, validity and applicability shall be governed in all respects by the laws of the Province of Quebec and the applicable federal laws, if any. The Vigilis Group makes no representation that The Vigilis Group Services offered on the Site is appropriate or available in other provinces or territories other than Canada. Those who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

b. Severability
If any provision of these Terms of Use is deemed to be invalid, unwritten or unenforceable, such provision shall be deemed severable and shall not affect the validity and enforceability of any other remaining provisions.

c. Arbitration
Any dispute, disagreement or claim concerning the interpretation, performance, validity, enforceability or effect of any provision or provisions of these Terms of Use shall be referred to and finally resolved by  a sole arbitrator ( hereinafter "Arbitration Tribunal" or "Arbitrator"), according to the following procedure: A party intending to submit a dispute to the Arbitration Tribunal must notify the other party of his request to refer to a sole arbitrator approved by all concerned parties, specifying the matter in dispute. If the parties fail to concur on the choice of a sole arbitrator within a period of fifteen (15) days from the date of service of the notice, a sole arbitrator shall be appointed by a judge sitting in the judicial district of Laval, Quebec. The arbitration award will be final and without appeal and will bind the parties and shall be made by the Arbitrator in the best possible delay. The fees and costs of arbitration shall be shared equally between the parties unless the arbitrator decides otherwise, as he may, as its sole discretion. The arbitration is subject to the provisions of the Civil Code of Quebec and the Code of Civil Procedure, insofar as these provisions are not inconsistent with what is prescribed above. Some laws do not allow mandatory arbitration for consumer matters, so that the present provision may not apply to you. In the latter case, any litigation must be submitted to a competent court of Quebec sitting in the judicial district of Laval, Quebec.

d. Injunctive Relief
Notwithstanding the arbitration provision herein or any other provision of the Terms of Use, The Vigilis Group shall have the right to seek and obtain any injunctive relief, provisional, interim or permanent, from any court of competent jurisdiction to protect its trade-marks, or any other intellectual property rights or confidential information, or to preserve the status quo pending arbitration. 

e. Changes to Terms
The Vigilis Group reserves the right to modify or amend any section of these Terms of Use at any time and for any reason by updating this page. We recommend you visit this page periodically to review the Terms of Use.

f. Completenes of Agreement
These Terms of Use with all other agreements, terms, or conditions incorporated or referred to herein constitute the entire agreement between you and The Vigilis Group with respect to the use of the Site and any transaction conducted on or from the Site and its contents and supersede and prior understandings or agreements (whether electronic, oral or written) regarding the subject matter hereof.

g. Other Provisions
All provisions of these Terms of Use that should reasonably survive termination or resolution of the agreement survive, even if this agreement is cancelled or terminated for any reason whatsoever.

Headings used herein are inserted for convenience of reference only and do not affect the construction or interpretation of the Terms of Use herein.

All rights not expressly granted in these Terms of Use are reserved by The Vigilis Group.

The notice requested or approved according to the present Terms of Use must be made in writing and shall be considered validly received when sent by e-mail or certified mail at the following address:

The Vigilis Group
200-3285, Saint-Martin Blvd. E
Laval, QC   H7E 4T6 Canada
info@vigilis.ca

Questions or Comments

If you have any questions or comments, please send us an email.