Terms of Use and End-User Licence Agreement — Domilia Super App

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This is an English translation provided for convenience. The authoritative version of these Terms is the French version, which prevails in the event of any discrepancy.

These terms of use (the "Terms") form an agreement between Domilia Inc. ("Domilia", "we") and the client organization and its authorized users ("you", "Client") who access the Domilia Super App platform and its modules (the "Service"). By accessing or using the Service, you accept these Terms. If you do not agree, do not use the Service.

1. Purpose and scope

1.1 Domilia provides a cloud-based (SaaS) operational-management software platform for organizations in the healthcare, education, public-sector, transportation, and related sectors. The Service includes, among others, the employee, space, inventory, training, monitoring, communications, and third-party integration modules enabled for the Client.

1.2 These Terms govern access to and use of the Service. They supplement any separate written agreement between Domilia and the Client (a "Service Agreement"); in the event of a conflict, the Service Agreement prevails over these Terms for the Client concerned.

2. Licence to use

2.1 Subject to compliance with these Terms, Domilia grants the Client a limited, non-exclusive, non-transferable, and revocable licence to access and use the Service for its internal business needs, for the duration of its subscription.

2.2 This licence is granted solely to users authorized by the Client. The Client is responsible for managing its users' access and the confidentiality of their credentials.

3. Use restrictions

You agree not to, and not to allow any third party to:

(a) copy, modify, decompile, disassemble, or attempt to extract the source code of the Service, except to the extent permitted by law;
(b) resell, rent, sublicense, or make the Service available to unauthorized third parties;
(c) circumvent or attempt to circumvent security, authentication, or usage-limitation measures;
(d) use the Service for unlawful or fraudulent purposes or in a manner that infringes the rights of others;
(e) upload content containing malware or disrupting the integrity or performance of the Service;
(f) use the Service to develop a competing product or service.

4. Accounts and security

4.1 You are responsible for the accuracy of account information, safeguarding your credentials, and any activity carried out under your account.

4.2 Domilia applies professional-grade security measures, including encryption in transit and at rest, per-establishment data isolation, and access controls. You must notify us without delay of any suspected unauthorized use of your account.

5. Client Data and personal information protection

5.1 The Client retains ownership of the data it uploads or generates in the Service (the "Client Data"). The Client grants Domilia a limited licence to host, process, and transmit the Client Data solely to provide and maintain the Service.

5.2 The processing of personal information is governed by Domilia's Privacy Policy, which forms an integral part of these Terms and describes Domilia's commitments under Law 25 (Québec, CQLR c. P-39.1) and PIPEDA (Canada).

5.3 Domilia acts as the Client's mandatary (processor) with respect to personal information processed on its behalf, in accordance with the Service Agreement and the Privacy Policy.

6. Third-party integrations

6.1 The Service may allow the Client to connect it to third-party services (for example, accounting or productivity software). Use of these integrations is subject to the terms and privacy policies of the relevant third-party providers.

6.2 When the Client authorizes an integration, it consents to the exchange of the strictly necessary data between the Service and the third-party service for the purposes chosen by the Client. Domilia uses such data only to provide the requested integration functionality and never sells it.

7. Availability and support

7.1 Domilia uses commercially reasonable efforts to maintain the availability of the Service. Scheduled maintenance interruptions may occur; Domilia strives to limit their impact.

7.2 Applicable support terms and service levels, if any, are set out in the Client's Service Agreement.

8. Intellectual property

The Service, including its software, design, trademarks, and documentation, remains the exclusive property of Domilia and its licensors. No rights are granted to the Client other than the limited licence set out in section 2.

9. Fees and subscription

Applicable fees, subscription term, and billing terms are established in the Service Agreement or at subscription. Unless otherwise stated, fees are payable according to the agreed frequency.

10. Warranties and disclaimers

10.1 Domilia provides the Service with reasonable professional care.

10.2 Subject to mandatory rights provided by applicable law, the Service is otherwise provided "as is" and "as available", without any other express or implied warranty, including as to fitness for a particular purpose.

11. Limitation of liability

To the extent permitted by applicable law, Domilia's total liability arising from the Service or these Terms is limited to the amount of fees paid by the Client for the Service during the twelve (12) months preceding the event giving rise to the claim. Domilia is not liable for indirect, incidental, or consequential damages. Nothing herein limits any liability that cannot be limited under applicable law.

12. Termination

12.1 The Client may stop using the Service at any time. Termination terms for a paid subscription are set out in the Service Agreement.

12.2 Domilia may suspend or terminate access in the event of a material breach of these Terms not remedied within a reasonable time after notice.

12.3 Upon termination of access, the Client may request the export of its Client Data in accordance with Domilia's Privacy Policy and data-retention policy.

13. Changes

Domilia may update these Terms. In the event of a material change, Domilia will notify the Client by reasonable means. Continued use of the Service after the changes take effect constitutes acceptance.

14. Governing law and jurisdiction

These Terms are governed by the laws of the Province of Québec and the laws of Canada applicable therein. Any dispute falls under the exclusive jurisdiction of the competent courts of the judicial district of Québec, without prejudice to the Client's mandatory rights.

15. Contact

For any question regarding these Terms:

Domilia Inc.
Email: info@domilia.ca
Website: https://domilia.ca