This Agreement contains seventeen sections. You may jump directly to any section by selecting the appropriate link below. The headings and subheadings below are for reference only and do not limit the scope of each section. Some capitalized terms have specific definitions in Section 16.
OSMOS CLOUD ERP, A ENTERPRISE RESOURCE PLANNING SERVICE, IS PROVIDED TO YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter “You” or “Your”) BY OSMOS CLOUD ERP (hereinafter “Osmos”), ACCORDING TO THE FOLLOWING TERMS AND CONDITIONS (hereinafter “Terms”) IN ADDITION TO OSMOS GENERAL TERMS OF SERVICE. USE OF OSMOS CLOUD ERP SIGNIFIES YOUR ACCEPTANCE OF THE TERMS AND GENERAL TERMS OF SERVICE. IF YOU DO NOT AGREE TO THE TERMS, DO NOT PROCEED OR USE OSMOS CLOUD ERP IN ANY MANNER.
You will be the default master administrator of the Osmos ERP account created by you. A super administrator of an Osmos ERP account may designate users as administrators for such Osmos ERP account or revoke the administrator privileges of any user. There must always be a primary contact (and only one primary contact) for Osmos ERP account who should also be the super administrator. By default, the super administrator is the primary contact. A super administrator may designate any other administrator to become the new super administrator and be the primary contact. All communications in respect of an Osmos ERP account will be sent to the primary contact.
Osmos may prescribe usage limits based on the subscription plan chosen by You. You must make sure that Your usage is within the usage limits prescribed by Osmos in order to avail uninterrupted service. You understand that Osmos may restrict an activity if You reach the usage limit corresponding to such activity.
These Terms are a binding contract between you and Osmos and applies to your use of the Osmos Services. You must read, agree with and accept all of the terms and conditions contained in this Agreement.
We may amend these Terms at any time by posting a revised version on our website. The revised version will be effective at the time we post it. In addition, if the revised version includes a Substantial Change, we will provide you with 30 Days' prior notice of any Substantial Change by posting notice on the page of our website.
This is an important document which you must consider carefully when choosing whether to use the Osmos Services.
1.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Osmos. Osmos reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Osmos, grants to you a personal, limited, nonexclusive, non-transferable right and license to use the Services.
1.2 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
For Services offered on a payment or subscription basis, the following terms apply, unless Osmos notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services
Use of these Services may be available through a compatible mobile device, Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. OSMOS MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:
You can view Osmos Privacy Statement provided with the Services and on the website for the Services. You agree to the applicable Osmos Privacy Statement, and changes published by Osmos. You agree that Osmos may use and maintain your data according to the Osmos Privacy Statement, as part of the Services. You also give Osmos permission to aggregate your non-personally identifiable data which you enter or upload with that of other users of the Services. For example, this means that Osmos may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users. Osmos is a global company and you agree that Osmos may access or store personal information in, and transfer it to, multiple countries.
4.1. Permitted disclosures and use of data. You acknowledge and agree that in order to provide you with access to and use of the Software and Services, Osmos may provide your Access Information and Account Data to (i) your employee who is identified in the Registration Data as the current system super administrator for your account (the "Super Administrator"), (ii) such other employee who may be designated by you as a replacement Super Administrator for the your account by following the procedures required by Osmos to effectuate such replacement.
5.1. You are responsible for your content. You are responsible for all materials ("Content") uploaded, posted or stored through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Osmos is not responsible for the Content or data you submit through the Services. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
5.3 Osmos may freely use feedback you provide. You agree that Osmos may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Osmos a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Osmos in any way.
5.4 Osmos may monitor your Content. Osmos may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect Osmos or its customers, or operate the Services properly. Osmos, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
6.1 Osmos does not give professional advice. Unless specifically included with the Services, Osmos is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
6.2 We may tell you about other Osmos services. You may be offered other services, products, or promotions by Osmos ("Osmos Services"). Additional terms and conditions and fees may apply. With some Osmos Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant Osmos permission to use information about your business and experience to help us to provide the Osmos Services to you and to enhance the Services. You grant Osmos permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant Osmos permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
6.3 Communications. Osmos may be required by law to send you communications about the Services or Third Party Products. You agree that Osmos may send these communications to you via email or by posting them on our websites
6.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact Osmos if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
6.5. You may be offered to BETA test new Osmos features for the current Osmos service. You may decide to participate on the BETA group or not. If you decide to be part of the BETA group you are bind to Osmos and Beta Features. You may use the Beta Features only if you accept all terms and conditions in this Agreement. If you do not accept all the terms and conditions of this Agreement, then Osmos is unwilling to permit you to use the Beta Features service.
Subject to your compliance with the terms and conditions of the BETA Features and the acceptance of your subscription request, Osmos grants you the right to use the Beta Features, only for testing and evaluation purposes and not for commercial purposes. Osmos reserves the right to establish limits on use of the Beta Features at any time, in its sole discretion.
Osmos owns all right, title, and interest in and to the Beta Features, including all intellectual property rights therein. You will not acquire any rights or licenses in the Beta Features or in any Osmos intellectual property rights on accounts of this Agreement or your performance of this Agreement.
These Beta Features will remain in effect until terminated. You may terminate the use of the features at any time by notifying Osmos that you no longer desire to use the Beta Features. Osmos may terminate this BETA without notice, at anytime and for any reason. This Agreement will automatically terminate without notice if you breach any term of this Agreement.
Osmos may offer these BETA features in the future as part of Osmos regular service subject to additional costs.
7.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OSMOS, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,"SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. OSMOS AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
7.2 OSMOS, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF OSMOS, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE SIX (6) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, OSMOS, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET OSMOS SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF OSMOS AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF OSMOS, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
You agree to indemnify and hold Osmos and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Osmos reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Osmos in the defense of any Claims. Osmos may, from time to time, perform maintenance upon the Software or Services resulting in interrupted service, delays or errors in the Software or Services. Osmos will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided. Osmos reserves the right to use a third party to host the Services.
We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.
Osmos may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Osmos rights to any payments due to it. Osmos may terminate a free account at any time. Sections 1.2, 2 through 13 will survive and remain in effect even if the Agreement is terminated.
10.1 Termination by Super Administrator. Super Administrator may notify Osmos to cancel the subscription prior to the beginning of each Renewal Term. Your rights to use the Software may be terminated by Osmos immediately and without notice if Osmos is unable to debit the Card in accordance with this Agreement.
10.2 Transfer of Agreement. The agreement can be transferred to another person or entity only if such license has not been activated. Once validated, and a company is created, the Software will not work by another entity. Even if you stop using the Software, Osmos has fulfilled your subscription term.
10.3 Trial Period. If you registered for a trial use of the Services ("Trial Period"), you must decide to purchase the Services within the Trial Period in order to retain any Content (defined in Section 5) that you have posted or uploaded during the Trial Period. If you do not purchase the Services or products by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Services or product during the trial period, if you decide not to purchase the full version of the Services, you will not be able to access or retrieve any of the data you added/created during the trial.
You acknowledge that the Services and the underlying software may include CANADA technical data subject to restrictions under export control laws and regulations administered by Canada government. You agree that you will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.
The present Agreement is governed by the laws of the Province of Quebec, Canada.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT WILL BE GOVERNED BY THE COURTS OF COMPETENTS JURISDICTION OF THE PROVINCE OF QUEBEC, DISTRICT OF MONTREAL.
This Agreement, including the Additional Terms below, is the entire agreement between you and Osmos and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Osmos. However, Osmos may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Osmos or (c) a successor by merger. Any assignment in violation of this Section shall be void.
Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute, the parties confirm that they have requested that this Agreement and all related documents be drafted in English.
Each Contract will take effect individually upon activation of your Service in question, and shall remain in effect until one of the parties has cancelled it in accordance with the Contract. On the monthly plan, you can cancel your contract at any time. In order to cancel the plan, the user must create a ticket informing of the cancellation at least 48 business hours prior to your next billing cycle. In this case, the cancellation fee is the remaining monthly fee.
When the contract is a fixed-term contract; the indemnity payable to Osmos will be equivalent to three (3) monthly payments as a cancellation indemnity plus applicable taxes.