This Agreement ("Agreement") is hereby made by and between you the Provider of products and services ("User") or you the End User Customer ("User") and Cemos Inc. ("Cemos"), and contains the Terms and Conditions that apply to your use of Cemos Services ("Services") offered by Cemos and all affiliates, officers, employees, subcontractors or any other representatives thereon. By using the Services, you represent and warrant that you are at least 18 years of age and are lawfully able to accept this Agreement which is posted on www.cemos.com. By using Cemos' Services or any portion of the Services, you agree that are bound by the terms and conditions described herein and by all terms and policies incorporated by reference. If you are using the Services on behalf of any entity, you further represent and warrant that you are authorized to accept this Agreement on such entity's behalf, and that such entity agrees to indemnify Cemos for any violation.
You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display, or in any way exploit, any Cemos Content in whole or in part. Without limiting the generality of the foregoing, you may not distribute any part of this Content or any content thereon over any network, or sell or offer it for sale. You represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy.
Cemos’ sole activity is to help Providers of products and services by providing communications help and translation and interpretation Services to facilitate communications with local businesses (End Users). In some cases and in the course of its Services, Cemos and its representatives may translate, interpret or transmit verbally or by writing information or documents from Providers or from the End User and you agree that Cemos and its representatives act solely in its capacity as translator, interpreter or communications helper and that Cemos and its representatives is no way a technical or legal specialist of any sort, shape or form and does not know or understand, is not required to know or understand, is not responsible to know or understand, and does not have the capacity to know or understand any technical or legal specifications or other technical requirements that may be required to solve solutions between Providers and End Users. You agree that Providers of products and services must solve all those questions with the End Users and are solely responsible to do so. You agree that Cemos and its representatives does not have technical skills and does not have any capability to understand or evaluate any of the technical specifications or technical or legal requirements needed for the solutions being discussed. Those specifications however transmitted remain the sole responsibility of the Provider and/or End User and it is their responsibility to make sure the information is complete and accurate. Cemos provides communications help or translation and interpretation services to help you as a convenience, and the inclusion of any information or specification does not imply affiliation, endorsement or adoption by Cemos of any solution presented by any Provider or End User therein.
Your participation, correspondence or business dealings with any third party (Provider or User) found on or through the Services, regarding the delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree to assign personnel that are qualified to perform the tasks required for the products or solutions that you sell (Provider) or acquire (End User) and that you are responsible for the supervision, direction, control, and performance of your personnel. You agree that Cemos shall not be responsible or liable for any loss, damage or other matters of any sort incurred as the result of any dealings.
Cemos makes no representations or warranties as to Provider or User content's accuracy, correctness or reliability as Cemos is not a specialist in the matters you discuss with third parties (Provider or User) and acts only as a helper of communications between Users. Cemos has no technical skills and only offers resources in translation or communications Services. Cemos and its partners, affiliates, successors, assigns, employees, agents, directors, officers and shareholders assume no responsibility or liability which may arise from your use of these Services, including, but not limited to, claims for defamation, libel, slander, infringement of copyrights or trademarks, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. Furthermore, Cemos does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information relayed to you by third parties (Provider or User) whether it was relayed through Cemos or directly, or displayed, uploaded, or distributed through any means by any user, the Licensors or any other person or entity. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. CEMOS COMMUNICATES INFORMATION ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE FUNCTIONS EMBODIED ON OR IN THE MATERIALS OF ANY ACTIVITY CEMOS PERFORMS ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT CEMOS, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF ANY SERVICE OR PRODUCT YOU ACQUIRE OR PURCHASE FROM THIRD PARTIES. WE MAKE NO WARRANTY THAT THE SERVICES YOU ACQUIRE IS FREE FROM DEFECTS, DAMAGES, PROBLEMS, INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU HEREBY ACKNOWLEDGE THAT USE OF THESE SERVICES ARE AT YOUR SOLE RISK AND IS A MATTER BETWEEN YOU AND THE THIRD PARTY (PROVIDER OR USER) SOLELY.
IN NO EVENT SHALL CEMOS, ITS DIRECTORS, MEMBERS, EMPLOYEES, LICENSORS OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES, CEMOS CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
When you use the Services provided by Cemos, you agree that this Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec, including its conflicts of law rules. Provider or User agrees that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the Province of Quebec. Both Provider and End User agree by using Cemos’ Services that this document is in the English Language.
Cemos reserves the right, in its sole discretion, to modify this Agreement, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting the information on the Cemos web site which you agree that you access on frequent and regular basis. Cemos may also impose limits on certain features and services or restrict Users access to parts or all of the Services without notice or liability. Your continued use of the Services following notification of any changes to this Agreement constitutes acceptance of those changes.
This Agreement constitutes the entire agreement between User and Cemos with respect to the Services, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between User and Cemos with respect to the Services.
Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
Cemos’ failure to enforce any part of this Agreement shall not constitute a waiver of Cemos right to later enforce that or any other part of this Agreement.
The section headings in this Agreement are for convenience only and shall not affect their interpretation.