Terms of Service

1. Introduction

1.1 Subject

Crowdbase, inc., has as its mission to allow the users to create their own network of knowledge in order to share and distribute the strategic knowledge and information that the group possesses. In order to accomplish this mission, Crowdbase provides services by means of the Internet site, the mobile site and mobile applications.

1.2 Scope and intent

In using the services of Crowdbase, you agree to execute a contract with an obligation to Crowdbase, Inc., 200-2327 Boulevard du Versant-Nord, City of Quebec, Province of Quebec, Canada, G1N 4C2, on the basis of the Terms of Use of Crowdbase and of the Policy of Confidentiality of Crowdbase, which is incorporated by reference to the current document (collectively known as the “Contract”) and to becoming a Crowdbase user (“User”)

If you use Crowdbase for the account of a company or another legal entity, you are nonetheless personally bound by the current Contract even if your company has executed a separate agreement with us.

Persons who access the Site (the “Visitor(s)”) do it of their own accord and must submit to the current Terms of Use.

Visitors who decide to create their profile become Users (hereafter, “the User(s)”).

The Visitors and the Users can participate in the public communities of Crowdbase, that is to say they can receive content already published and make contributions, all of it being public and accessible to everyone.

Private communities are reserved for registered Users who have been duly authorized to join a particular group, in a manner to preserve and protect the shared content that is at the core of this private community.

If you do not wish to create an account and become a Crowdbase User, do no visit the internet site, the mobile site or mobile applications of Crowdbase, DO NOT click on the “Sign Up at Crowdbase” and please do not access, look at, download or use in any way an internet page, any information or any services of Crowdbase.

Upon visiting the internet site, the mobile site or applications of Crowdbase, you acknowledge that you have read and understand the conditions of this Contract and that you have accepted to be bound be all its provisions.

Upon clicking on "Register at Crowdbase", you acknowledge that you have read and understood the terms of this Contract and that you have agreed to be bound by all its provisions.

Upon clicking on “Register at Crowdbase,” you consent as well to use electronic signatures and you acknowledge that clicking the button “Sign Up at Crowdbase” thereby constitutes one.

Please note that the Terms of Use and the Policy of Confidentiality of Crowdbase are also collectively referred to as “Terms of Use” of Crowdbase.

 

2. Your Obligations

2.1 Applicable laws and this Contract

You must respect all applicable law, the provisions of the Contract, such as they are modified from time to time with or without prior notice.

2.2 Rights by license and guarantee of your public contribution to Crowdbase

Upon making a submission to a Crowdbase community, you declare and guarantee that you have the right to make this submission, that it is accurate, that it does not violate any contractual covenant whatsoever or any other third party rights.

Until and unless you have shared your content with other persons and/or this content was copied by other users, you can request at any time the removal of your content.

Moreover, you grant to Crowdbase the right to host, copy, transmit, display, modify and adapt your content, solely as necessary for us to provide the Services in accordance with this Agreement. Subject to the limited rights granted by you hereunder, we acquire no right, title or interest from you or your licensors under this Agreement in or to your content, including any intellectual property rights therein.

2.3 Eligibility for service

To be eligible for service, you must meet the following conditions and declare and guarantee that

  1. You are 18 years or older, or if you are less than 18 years old, you agree that Crowdbase contacts you in order to make sure to obtain the appropriate consent;
  2. Crowdbase did not restrict in the past your access to its services or did not prohibit you from having a Crowdbase account;
  3. You are not a competitor of Crowdbase or you do not use its services with the intent of competing with Crowdbase;
  4. You have the capacity and the authority to execute this Contract and that in doing so you are not in violation of another contractual covenant to which you are committed;
  5. You do not violate any right of Crowdbase, notably its rights of intellectual property;
  6. If there is reason, you agree to acquire, at your cost, any hardware, software and Internet access necessary to use the services.

You are obliged to maintain your Crowdbase profile data accurate and up-to-date.

2.4 Security of you password

You commit yourself to:

  1. maintain the security and confidentiality of your password;
  2. not authorize other persons to use your account;
  3. not use the account of other users
  4. not sell, commercialize or transfer in any other manner your Crowdbase account to a third party, and
  5. not charge anyone who would wish to gain access to a part of the site or to some of its information.

You are responsible for any use of your account, until you close your account, or until you prove that the security of your account was never compromised by your fault.

2.5 Indemnification

You indemnify us against any damages, loss or expenses (including, but not limited to, reasonable legal fees) related to requests, expenses or inquiries of a third party resulting from your non-respect of the provisions of this Contract including, without limitation, the posting of content in violation of the rights of a third party or of legal clauses in force, of any content provided to Crowdbase and of any activity in which you are engaged by the means of the Crowdbase site.

2.6 Payment

When a payment is made, the information relating to the credit card or the bank account are transmitted on the Internet in a secure manner during the entire processing of the transaction.

Crowdbase keeps no information about credit cards or bank accounts.

2.7 Notification of actions contrary to the Contract

If you consider that you are within your rights or under the obligation to act in a manner contrary to the Contract in virtue of mandatory legislative provisions, you must notify us about this matter in writing by stating in a detailed manner and justifying the reasons, within 30 days preceding any action that you would undertake and which would be contrary to this Contract, in order to allow us to determine if we are able, at our complete discretion, to provide an alternative solution, being understood that we have no obligation to do so.

2.8 Notifications and message service

You agree that Crowdbase communicates with you by the means of your Crowdbase account or by other methods, including by email, telephone, and postal service, about your Crowdbase account or about services associated with Crowdbase. Within the context of messages and of notifications that are sent to you about Services, Crowdbase can place a banner on its pages in order to inform you of certain changes, notably to the current Contract. Notifications can also consist of an email from Crowdbase sent to an email address associated with your account, and this even if we have other addresses. Please re-examine your Preferences to control the type of messages that you receive from Crowdbase.

You acknowledge and agree that we cannot be held responsible for your failure to maintain your addresses or any other information accurately, including, without limitation, your failure to receive critical information concerning the Service.

2.9 Crowdbase applications

Services from Crowdbase are available via applications that use the Crowdbase platform ("Crowdbase Applications"). Crowdbase Applications include telephone and smart tablet applications. If you use a Crowdbase Application or you interact with an Internet site that uses a plugin, you agree that your personnel data and that your use of the Services, including, but not limited to, your hardware, your mobile telephone provider, your Internet access provider, your geographic location and/or your Internet pages with the Crowdbase plugins that load on your browser can be communicated to us.

While importing your Crowdbase data via the Crowdbase application, you declare that you have the right to share the transferred data with your operator or other access provider. In the event of change or deactivation of your cell phone number, you agree to update without delay the information about your Crowdbase account in order to assure that your messages will not be transmitted to the person having your old number. Failure to meet this obligation is your responsibility. You acknowledge being responsible for payment of all charges and for obtaining all the necessary authorizations to be able to access Crowdbase by the intermediary of your telephone access provider. Accordingly, you should be able to verifier through your access provider that the Services for Portable Devices are accessible on your devices, and what are the constraints, if any, that might apply to your use of the Services for Portable Devices.

Finally, by using any downloaded application to allow use of the Services, you explicitly confirm accepting the provisions of the License Contract of the Final User associated with the intended application upon downloading or at the installation, as it may be modified from time to time.

2.10 Communication and sharing from user to user.

Crowdbase offers various mobile and web services, of public or private nature on which, depending on your subscription, you can publish your observations and comments on particular subjects.

Crowdbase also allows sharing information by authorizing users to publish news including links to new articles and other information.

Please note that the ideas that you publish and the news that you share publically can be seen and used by other Users. Crowdbase cannot guarantee that other members will not use the ideas or the information that you share. Consequently, if you wish to maintain confidentiality of an idea or of a piece of information and/or if you do not wish that it be used by other persons, or if in sharing these ideas or this information you might infringe on the rights of a third party, do not publish them on a public community of Crowdbase.

CROWDBASE IS NOT RESPONSIBLE FOR ABUSIVE USE OR FOR THE MISAPPROPRIATION OF CONTENT OR FOR THE NEWS THAT YOU PUBLISH IN A CROWDBASE PUBLIC SPACE.

2.11 Confidentiality

You should read attentively our Policy of Confidentiality before you subscribe as a User of Crowdbase since this policy is an integral part of the present Contract and it governs our handling of any data, including identifiable personal data that you provide us.

Please note that some information, statements, data and certain content (such as photographs) that you may furnish to Crowdbase or groups to which you may belong, can potentially reveal your gender, ethnic origin, nationality, age and/or sexual orientation, and/or any other information concerning you. You acknowledge that you provide all this information, statements, data and content knowingly and voluntarily.

2.12 Suggestions to Crowdbase.

In submitting ideas, suggestions, documents and/or recommendations to Crowdbase by means of its Internet suggestion pages, you acknowledge and agree that: (a) your suggestions do not contain any data of a confidential or proprietary nature; (b) Crowdbase is not under any obligation of confidentiality, explicit or implicit, as concerns the suggestions; (c)Crowdbase has the right to use or to divulge (or may chose to not use or divulge) the aforementioned suggestions for any reason, in whatever way, in any media worldwide; (d) Crowdbase may actually study or develop something similar to the suggestions; (e) to grant in an irrevocable manner to Crowdbase all the rights relative to your suggestions; and (f) you do not have under any circumstance rights to consideration or reimbursement of whatever kind from Crowdbase.

 

3. Your rights

Subject to your respect for all your obligations under the current Contract, we grant you a right of limited, revocable, non-exclusive, non transferrable access, and which may not by subject to sub-license and the right to access the services by way of a generally available search engine or by a cell phone or by an application, to see information and to use the services that we provide on Crowdbase Internet pages in accordance with this Contract.

The use of search bots, extraction or "/ation of data or other technologies or specialized software for the collection of data without the express written consent of Crowdbase or of its Users is strictly forbidden.

Likewise, any other use of Crowdbase contrary to our mission and to our aims is strictly forbidden and constitutes an infraction of the provisions of this Contract.

We reserve all rights that are not expressly granted hereby, including, without limitation, title, property, rights of intellectual property and all other rights or interests of Crowdbase and any other items pertaining to it, including any copies of the Crowdbase Internet site.

 

4. Our rights and obligations

4.1 Accessibility of services

For as much as Crowdbase continues to offer services, Crowdbase will provide and will seek to update, improve and broaden its services. We permit you to access Crowdbase in the state and in the manner in which it is available at any time. We do not have other obligations, except those expressly specified in this Contract. We may modify, replace, refuse access, suspend or stop Crowdbase, partially or entirely, or modify, at our own discretion, wholly or in part, for you or for all of our users, the rates of Crowdbase services. All these expenses will take effect on the date of their posting on our Internet site or upon their direct transmission to users, unless otherwise specified. Crowdbase reserves the right to withhold, to withdraw or to abandon any available content as concerns your account with or without previous notification if Crowdbase presumes it contrary to the provisions of the Contract. To avoid any doubt, Crowdbase has no obligation to keep on file, maintain or to furnish you a copy of the content that you or other Users provide while using the services.

4.2 Disclosure of user information

You acknowledge, consent and agree that we can access, keep and disclose your registration data and any other data that you provide if the law requires it or if we consider in good faith that this access, this conservation or disclosure is reasonable and necessary to:

  1. conform to legal proceedings, including, and without limitation, summons to appear in civil or criminal matters, judicial rulings or other mandatory disclosures;
  2. carry out the current agreement;
  3. respond to allegations of violation of rights of a third party, be it that this third party is a User or not, an individual or a government entity;
  4. respond to the requests of customer service; or
  5. protect the rights, the property, or the personal security of Crowdbase, of our users and of the public.

The question of disclosures of data of users to a third party other than those required to provide assistance to the customers, to administer the current Contract or to conform to legal requirements is addressed in the Policy of Confidentiality.

4.3 Connection and interaction with other users

You alone are responsible for your exchanges with other users. Crowdbase may limit the number of connections with other users and forbid you, under certain circumstances, to enter into contact with other users through the use of the services or limit your use of the services. Crowdbase reserves the right, but has no obligation, to supervise conflicts which may arise between you and other members, and to restrict, suspend or close your account if Crowdbase determines, at its discretion, that this is necessary in order to enforce this Contract.

 

5. Liability Exclusions

SOME COUNTRIES AND JURISDICTIONS DO NOT AUTHORIZE THE EXCLUSION OF CERTAIN IMPLICIT GUARANTEES IN CONTRACTS EXECUTED WITH CONSUMMERS AND CONSEQUENTLY IT IS POSSIBLE THAT THIS SECTION DOES NOT APPLY TO YOU.

Crowdbase provides a platform and all services “as is” and “according to availability”. Crowdbase does not control nor verify the accuracy of content generated by users nor does it give a guarantee.

We exclude any guarantee, implicit or not, including, in a non-limited manner, any guarantee of usage other than that which is specified by Crowdbase, of accuracy of data and of the absence of violation of third party rights.

If you are not satisfied by the services of Crowdbase or you think you have suffered harm, you can close your account and terminate the contract. This termination constitutes your only recourse against Crowdbase.

Crowdbase is not responsible and does not offer any guarantee concerning the distribution of messages sent by means of Crowdbase. Crowdbase does not guarantee that utilization made of services does not transgress the rights of a third party.

Crowdbase has neither the obligation to verify the identity of persons registering for its services, nor the obligation to supervise the utilization of its services by other users; accordingly Crowdbase is exonerated of any responsibility for the usurpation of identity or any other wrongful use of your identity or of your data.

Crowdbase does not guarantee that the services that it provides will function without interruption or without operating bugs. In particular, the operation of services may be interrupted because of maintenance operations, updates, or failure of the system or of the network. Crowdbase does not accept any responsibility for loss resulting from such an interruption or failure of operation. Moreover, Crowdbase is exonerated of any responsibility in the event of malfunction, of impossibility of access or of poor conditions for use of the site due to inappropriate equipment, of perturbation caused by Internet access providers, of saturation of Internet network traffic, and for any other reason.

 

6. Limitation of Liability

SOME COUNTRIES AND JURISDICTIONS DO NOT AUTHORIZE THE EXCLUSION OF CERTAIN IMPLICIT GUARANTEES IN CONTRACTS EXECUTED WITH CONSUMMERS AND CONSEQUENTLY IT IS POSSIBLE THAT THIS SECTION DOES NOT APPLY TO YOU.

Neither the Crowdbase Corporation nor any of its subsidiaries, affiliated companies, employees, stockholders or administrators (the “Crowdbase Affiliates”) can be held accountable for the damages and particular, secondary, indirect, punitive or consequential interest, or for any loss of usage, benefits, income or data that you have sustained or any third party has sustained resulting from your use of services, of any platform application, or for any content or other material on Crowdbase, downloaded from Crowdbase or which you have accessed by means of Crowdbase.

The current liability exclusion represents the basis of negotiation between the parties, without which the provisions and the billed rates would be different. The current liability exclusion:

  1. 1. shall apply independently of the fact (1) that the request is founded on contractual rights, tort, the law or any legal theory, (2) that we knew or that we should have been aware of the possibility of this injury, or (3) that specified limited recourse in this contract does not respect their fundamental objective,
  2. 2. and shall not be applied to the loss that Crowdbase deliberately and knowingly causes you in violation of this Contract or the law in effect, or according to provisions contrary to the law from which this Contract cannot depart
  3. 3. shall not apply if you have executed a separate contract for the purchase of paid Services containing an inherent provision relating to the limitation of liability that prevails over this article.

 

7. Termination

7.1 Rights of reciprocal termination

You can terminate the current Contract, with or without cause, at any time, with a notification to Crowdbase in conformance with article 9. This notification will take effect at the time of its processing by Crowdbase.

Crowdbase may terminate the Contract and your account with or without cause, at any time, with or without notification. This notification will take effect immediately or as specified in the notification.

For the avoidance of doubt, only Crowdbase or the paying party of such services may terminate your access to all paid services. The termination of your Crowdbase account includes the deactivation of your access to Crowdbase and could prohibit you from any future use of Crowdbase.

7.2 Inappropriate use of the services

Crowdbase may restrain, suspend or remove the account of any user who uses the services in an abusive or inappropriate manner. An inappropriate use of services includes the fact of using the messaging services of Crowdbase in abusive manner, of creating several profiles or false profiles, of using the services for commercial purposes without the authorization of Crowdbase, of violating intellectual property rights or of having any other behavior that Crowdbase would judge, at its own discretion, contrary to its aims.

Moreover, and without the limitation of the preceding, Crowdbase adopted a policy of removing accounts of users who are, at the sole discretion of Crowdbase, presumed to have broken on several occasions the Law on Canadian Copyright.

7.3 Consequences of termination

At the time of termination, you will loss your access to the Services. The provisions of this Contract will survive any termination, except the articles 3 (“Your Rights”) and 4 (“Our Rights and Obligations”) of this contract.

 

8. Dispute resolution

8.1 Applicable law and courts of competent jurisdiction in case of disputes

The current agreement as well as the claims, the legal proceedings or the disputes (“claims”) resulting from the current agreement or related to it are ruled by the laws of the province of Quebec, whatever your country of origin or the country from which you access Crowdbase and notwithstanding the principles of conflicts of laws of the Convention of the United Nations on the sale of international merchandise. You and Crowdbase accept that all claims resulting from the current agreement or related to it must be settled exclusively by a court situated in the judicial district of Quebec, province of Quebec, in Canada, unless there is a contrary agreement between the parties. You and Crowdbase accept to submit yourself to the personal jurisdiction of the courts situated in the judicial district of Quebec, province of Quebec, in Canada, for the settlement of such claims. Notwithstanding the foregoing, you agree that Crowdbase will be within its rights to request a measure in the nature of the injunction (or another equivalent type of urgent legal action) in front of any competent jurisdiction.

 

9. General conditions

9.1 Indivisibility

In the event where a court or an arbitrator would eventually declare a provision of this Contract invalid, null or inapplicable, this provision will be modified so as to render it applicable and effectual to more closely resemble the wishes of the parties. If a court or an arbitrator declares the modified provision invalid, illegal, null or inapplicable, the validity, the legality and the applicability of other provisions of the Contract will not be affected.

9.2 Language

When Crowdbase furnished you a translation of the English version of the Contract, of the Policy of Confidentiality and/or any other documentation, you agree that this translation was only furnished you for reasons of convenience and that the English version of this Contract, of the Policy of Confidentiality and of any other documentation, including the supplementary provisions relating to paying Services, govern your relationship with Crowdbase.

9.3 Notifications and processing service

In addition to the provisions of article 2 ("Notification and Message Services"), we may notify you via postings on www.Crowdbase.com. You can contact us here.

or by mail at: Crowdbase, Inc. 200-2327 BOUL. Versant Nord Quebec, Quebec G1N4C2 Canada

Furthermore, the processing service of Crowdbase is at this address. Any notification sent in breach of this article on Notifications will be without legal consequence.

9.4 Integrality of the agreement

You agree that this Contract constitutes the integral, complete and exclusive agreement between you and us with regard to the Service and voids and replaces any previous contract or agreement, be it written or verbal, or that it be established by custom, usage, and policy or by jurisprudence concerning the subject of this Contract. You may also be obliged to respect the supplementary provisions that may apply when you use or buy certain services from Crowdbase, content of a third party or software from a third party.

9.5 Modifications of this Contract

We reserve for ourselves the right to modify, supplement or replace the provisions of the current Contract, which will take effect when posted on www.Crowdbase.com or by any other form of notification. For example, Crowdbase posts a banner on the site in event of changes to the current Contract or to the Policy of Confidentiality so that you can consult the aforementioned changes before continuing to use the service. If you do not want to accept the modifications of the Contract, you can terminate the current Contract at anytime in accordance with article 7 (Termination).

9.6 No waivers, agreement or informal statements

Our failure to act in relation to a violation committed by you or by others does not constitute a waiver on our part of our right to act in relation to this violation or a future, similar or other violation. Unless expressly and specifically proposed by the Contract, no statement, testimony, approbation, waiver or other act or omission by a Subsidiary of Crowdbase will be considered as obligating a Crowdbase Affiliate, except if it is documented in a physical document signed in the hand of a company representative duly entitled to do so by Crowdbase.

9.7 No injunctions

You will not have under any circumstance the right to seek or have the right to obtain a cancellation, injunction or other equitable remedy or which commits or restrains the functioning of the Service, the use of publicity, or other issued material concerning this contract or the functioning of the Service or any other content or material used or post via the Service.

9.8 Beneficiaries

Entities, other than Crowdbase, Inc. in which Crowdbase Corporation holds at least 50% (“Affiliates”) are not part of, but rather third party beneficiaries of this Contract with a right to make you comply with this contract.

9.9 Transfers and delegation

You cannot transfer or delegate the rights or obligations arising out of this Contract. Any transfer or considered delegation will be invalid. We may freely transfer or delegate, in whole or in part, the rights or obligations of this Contract. We may also replace ourselves at Crowdbase Corporation by unilateral novation, to take effect at the time notification is made to you, by any third party who will assume responsibility for our rights and obligations in accordance with the Contract.

9.10 Other rights and prospective obligations.

Local law may grant you rights and obligations other than those enumerated in the current Contract if you reside outside of Canada.

 

10. How to behave for users of Crowdbase

A condition of access to Crowdbase is that you agree to these Terms of Use and that you pledge to maintain good behavior.

 

11. Published content on the Crowdbase internet site.

We have created Crowdbase to help you develop your own knowledge network in order to share it with and distribute it to your group. To attain this goal, we encourage the Users to share true and accurate information. We also respect the intellectual property rights of others. Correspondingly, the Contract requires that information published by Users is accurate and neither violates our rights of intellectual property nor that of a third party. You own all of the original Content that you post or share on Crowdbase, including all copyright rights to those materials. The content made available on third-party websites may be protected by copyright and other applicable laws. Please refer to the website you are visiting for copyright notices, information and restrictions before posting it’s content on Crowdbase.