Terms and conditions
TCHAT N SIGN – TERMS OF SERVICE
Last updated: October 23st 2024
These terms and conditions of service (the “Terms and Conditions”) constitute a fully binding agreement (the “Agreement”) between you as a user with a TCHAT N SIGN account who is bound by a service agreement with TCHAT N SIGN (the “Customer”) or as a signatory to a document (the “Signatory”) or as a visitor to the TCHAT N SIGN Platform (the “Visitor”) (the “Customer”, the Signatory and the Visitor may be collectively referred to as the “Users” or “you”) AND Chat et Signe inc. doing business in Quebec under the name TCHAT N SIGN, (“TCHAT N SIGN”, “we”, “us”, “our”), governing your use of the website accessible via the following link: tchatnsign.com and the web application accessible via the following link: app.tchatnsign. com (collectively the “Website”), the applications for cell phones, tablets and other smartphones developed by TCHAT N SIGN (collectively the “Application”) (the Website and the Application being collectively referred to as the “TCHAT N SIGN Platform”) and all related services offered from time to time by us (hereinafter the “TCHAT N SIGN Services”). For the purposes of this Agreement, Users and TCHAT N SIGN are collectively referred to as the “Parties” or individually as a “Party”.
Your use of or access to the TCHAT N SIGN Platform confirms that you expressly acknowledge that you understand and accept the Terms and Conditions of this Agreement.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS, YOU MAY NOT USE THE CHAT N SIGN PLATFORM AND PLEASE DISCONTINUE USING THE CHAT N SIGN PLATFORM IMMEDIATELY, SUBJECT TO YOUR OBLIGATIONS HEREUNDER.
1. The TCHAT N SIGN Platform
1.1. The TCHAT N SIGN Platform is an electronic signature solution for Users that offers a range of tools to facilitate the exchange of documents and their signature, and the communication between them in real time, in particular via chat, fax, SMS or IP telephony. TCHAT N SIGN markets its expertise in public key cryptography, AATL and PDF/A in order to offer a reliable and secure solution for electronic signatures of documents, contracts and agreements of all kinds (hereafter the “Documents”). Each Customer must create a TCHAT N SIGN Account to access the TCHAT N SIGN Services offered on the TCHAT N SIGN Platform.
1.2 Any decision made by a User to upload documents and/or sign documents, as the case may be, on the TCHAT N SIGN Platform is a decision made at the sole and absolute discretion of each of them and they acknowledge that this may have the effect of creating a legal relationship between the Users, without binding TCHAT N SIGN.
1.3. In order to upload and publish a Document on the TCHAT N SIGN Platform, it must be in PDF format.
1.4. TCHAT N SIGN does not acquire, design, create, sell, provide, control, administer, offer or deliver any Documents. Although TCHAT N SIGN offers services to facilitate the signing of Documents, notably by making available an Electronic Signature system, TCHAT N SIGN acts only as an intermediary and facilitator in the contractual relationship between Users. Users are solely responsible for their Documents. When Users download and/or decide to sign a Document, a contractual relationship can be created directly between them. TCHAT N SIGN is not and will not become a party to or otherwise participate in any contractual relationship between Users. TCHAT N SIGN does not act as an agent, representative, nominee or in any capacity whatsoever for any User.
1.5. TCHAT N SIGN has no control over, nor does it guarantee in any way the following contractual elements between Users
i. the legality, feasibility or suitability of any Document;
ii. any statement, assertion, representation, omission, and more generally, any conduct of Users of the TCHAT N SIGN Platform;
iii. the compliance with all applicable laws and regulations in Quebec and Canada of any Document exchanged between Users nor the authenticity or origin of such Document;
iv. the integrity, security or conformity of any Document that is the subject of any discussion, proposal or signature between Users
v. the legal capacity of any User to sign any Document;
Any mention of acceptance and/or validation that may appear on the TCHAT N SIGN Platform does not in any way refer to the achievement of any of the above elements, but simply indicates that Users have completed any step relevant to the proper use of the TCHAT N SIGN Platform.
Any reference to a User as being “verified” and/or “accepted” (or similar language) indicates only that the User in question has completed the relevant steps to be admitted to the TCHAT N SIGN Platform.
At no time shall any reference to a User as being “verified” and/or “accepted” be considered an endorsement or guarantee by TCHAT N SIGN with respect to any of the foregoing items i. through v. of Section 1.5 above with respect to any User, nor with respect to the identity or background of a User or whether a User is a trustworthy or honest person. Before agreeing to upload and/or sign any Document, you must always do your own due diligence and always act with care and diligence. All User Content is posted on the TCHAT N SIGN Platform for informational purposes only and may not at any time be considered a guarantee by TCHAT N SIGN of any Document.
1.6 By choosing to use the TCHAT N SIGN Platform, any User does not become a contractual party dealing for TCHAT N SIGN, which remains a third party to the contractual relationship between the Users. Also and in no way, Users can be assimilated to employees, agents, representatives, or mandataries of TCHAT N SIGN.
Any Document uploaded to the TCHAT N SIGN Platform remains the User’s Document and for which the User assumes all responsibility and accountability whatsoever and acknowledges that such use and the content of any publication remains and remains the sole responsibility and initiative of the User.
Similarly, the publication of any proposal, negotiation, exchange, addendum or modification of a Document by a User cannot in any way be attributed to TCHAT N SIGN, whether in form or in substance, and such publication is the sole and exclusive responsibility of the User.
All exchanges, negotiations, writings and other contractual elements that may be made by the Users are part of their unique and exclusive contractual relationship and do not concern TCHAT N SIGN nor result from any initiative of the latter.
1.7. The TCHAT N SIGN Platform may contain links to third party websites (“Third Party Websites”) and such Third Party Websites may be subject to different terms and conditions and different practices regarding the use of your personal information. Consequently, TCHAT N SIGN cannot be responsible for the availability or accuracy of such Third Party Websites or the content and products available on such Third Party Websites. You acknowledge that it is your responsibility to ensure compliance with the terms and conditions and practices of such Third Party Websites.
1.8. Due to the nature of the Internet, TCHAT N SIGN cannot guarantee the continuous, uninterrupted availability and accessibility of the TCHAT N SIGN Platform. TCHAT N SIGN may temporarily suspend the availability of the TCHAT N SIGN Platform or parts or components thereof if TCHAT N SIGN determines, in its sole discretion, that changes are necessary to the TCHAT N SIGN Platform to protect the security or integrity of its servers or for purposes of maintaining or improving the TCHAT N SIGN Platform or for any other reason in TCHAT N SIGN’s sole and absolute discretion.
1.9. While TCHAT N SIGN undertakes to make every effort to ensure that the information contained on the TCHAT N SIGN Platform is accurate and TCHAT N SIGN undertakes to take all necessary steps to prevent and correct any errors, inaccuracies or omissions (hereinafter an “Error”) on the TCHAT N SIGN Platform, TCHAT N SIGN shall not be liable at any time for any Error in relation to any information contained on the TCHAT N SIGN Platform. When CHAT N SIGN and its representatives become aware of such an Error, CHAT N SIGN may, at its sole discretion, but is under no obligation to, request the User to modify his Document and/or request the User to provide CHAT N SIGN with any additional information to complete, correct and/or modify any information contained on the CHAT N SIGN Platform.
2. Changes to the Agreement
2.1. To the extent permitted by law, TCHAT N SIGN may modify the Terms and Conditions of this Agreement from time to time in its sole and absolute discretion.
3. Eligibility
3.1. In order to access and use the TCHAT N SIGN Platform or to open a TCHAT N SIGN Account, you must be an individual who is at least eighteen (18) years of age or a corporation, company, partnership or other legal entity duly organized and in compliance with the applicable laws of the province in which you are doing business and who has the capacity to contract.
3.2. TCHAT N SIGN may, but is not obligated to, make access to and use of the TCHAT N SIGN Platform or certain components of the TCHAT N SIGN Platform subject to certain conditions or requirements, including, without limitation, the obligation to complete a criminal background check, to meet quality or eligibility requirements, to provide documents, information, permits, licenses, or other similar documents under the laws and regulations applicable in your province. In the event of any inconsistency between the contents of these Terms and Conditions and any Service Agreement between the Customer and TCHAT N SIGN, the provisions of the Service Agreement shall prevail.
3.3. TCHAT N SIGN assumes no responsibility for confirming the legal capacity, within the meaning of the Civil Code of Quebec, and identification of a User. Notwithstanding the foregoing, for purposes of transparency and to prevent fraud and to the extent permitted by applicable law, TCHAT N SIGN may, but is not obligated to, (i) require Users to provide government-issued proof of identification or other information or undertake additional verifications in order to allow TCHAT N SIGN to verify the identities or backgrounds of Users and (ii) where TCHAT N SIGN has sufficient information to identify a User, obtain or request to obtain a User’s criminal record. You hereby acknowledge that the enforceability of certain documents is subject to certain form standards, rules and conditions required by applicable law. You acknowledge that it is your responsibility to ensure that such standards are met and that TCHAT N SIGN will not be held liable for the unenforceability of any such document.
3.4. Access to and use of certain components of the TCHAT N SIGN Platform may be subject to separate policies, standards or norms or may require you to agree to additional terms and conditions before you may access or use certain components of the TCHAT N SIGN Platform. In the event that there is a conflict between the provisions of these Terms and Conditions and the terms and conditions applicable to another part of the TCHAT N SIGN Platform, the terms and conditions of such other part of the TCHAT N SIGN Platform shall prevail, except as otherwise provided in such terms and conditions.
3.5. If you access or download the Application from the Apple AppStore or Google Play Store, you agree to all of the terms and conditions of the Apple or Google Play Store license. It is possible that, as part of your use of the TCHAT N SIGN Platform, devices from other external applications may be linked to and/or implemented on the TCHAT N SIGN Platform and your use of such devices remains subject to the terms and conditions of those applications. Section 1.7 of these Terms and Conditions regarding Third Party Websites applies to other external application devices with necessary modifications.
4. Opening a TCHAT N SIGN Account
4.1. To access and use the TCHAT N SIGN Platform, Customer must open an account (the “TCHAT N SIGN Account”) to upload and sign a Document or chat and call via chat and/or use any other related service. In the event that the Customer creates a TCHAT N SIGN Account for a business, organization or other legal entity, the Customer represents and warrants that it has the legal authority to bind such entity and grants all permissions and licenses to TCHAT N SIGN under these Terms and Conditions.
The Customer may also link his TCHAT N SIGN Account with his Facebook account, with his Equisoft/Connect contacts and possibly with other Customer relationship management (CRM) software, it being understood that the use of such software accounts remains subject to the terms and conditions specific to these applications, platforms or websites.
4.2. To open a TCHAT N SIGN Account, you may be required to provide certain personal information, including, but not limited to, your age, gender, date of birth and address. The management of this personal information will be in accordance with the laws protecting privacy in accordance with our privacy policy accessible via the following link: (the “Privacy Policy”).
4.3. When you open a TCHAT N SIGN Account, you must provide accurate, current and complete information at all times and keep it current.
4.4. You may not open more than one TCHAT N SIGN Account or assign or otherwise transfer your TCHAT N SIGN Account to another party.
4.5. You are responsible for maintaining the confidentiality and security of your TCHAT N SIGN Account and for not disclosing your TCHAT N SIGN Account information to anyone. In the event that you know or have reasonable grounds to believe that your TCHAT N SIGN Account information has been stolen, lost or otherwise compromised, you must immediately notify TCHAT N SIGN. You acknowledge and agree that you are responsible for all activities conducted through your TCHAT N SIGN Account, unless such activities were not authorized by you and you were not negligent.
4.6. Subject to the provisions herein, TCHAT N SIGN may at any time require additional conditions and obligations to open a TCHAT N SIGN Account.
5. User Content
5.1. TCHAT N SIGN may, in its sole and absolute discretion and from time to time, allow Users to i) create, upload, post, transmit, receive, exchange content such as Documents, text, photos, videos or other materials and information on or through the TCHAT N SIGN Platform (the “User Content”) ii) access and display any content that TCHAT N SIGN may make available on or through the TCHAT N SIGN Platform, including TCHAT N SIGN content owned by TCHAT N SIGN and any content licensed or authorized for use through TCHAT N SIGN by a third party (“TCHAT N SIGN Content” and collectively with User Content, the “Content”).
5.2. The TCHAT N SIGN Platform, the TCHAT N SIGN Content and the User Content may, in whole or in part, be protected by copyright, trademark and/or other applicable laws of Canada and other countries. You acknowledge and agree that the TCHAT N SIGN Platform and the TCHAT N SIGN Content, including all intellectual property rights therein, are and shall remain the exclusive property of TCHAT N SIGN and/or its licensors or third parties permitting such use. You will not remove, alter, or otherwise affect any copyright, trademark, or other proprietary rights notices incorporated in or accompanying the TCHAT N SIGN Platform, TCHAT N SIGN Content, or User Content. All trademarks, brands, logos, trade names and other intellectual property of TCHAT N SIGN used on or related to the TCHAT N SIGN Platform and the TCHAT N SIGN Content are trademarks or registered trademarks of TCHAT N SIGN in Canada, the United States and other countries, as applicable. You acknowledge and agree that the trademarks, logos, trade names and other intellectual property rights of third parties used on or in connection with the TCHAT N SIGN Platform, the TCHAT N SIGN Content and/or the Content are used for identification purposes only and may be the property of their respective owners.
5.3. You will not use, copy, adapt, modify, prepare, distribute, license, sell, transfer, publicly display, transmit, or otherwise exploit the TCHAT N SIGN Platform or the Content except to the extent that you are the proper owner of the User Content or as provided in these Terms and Conditions. No license or right is granted to you by implication or otherwise under any intellectual property right owned or controlled by TCHAT N SIGN or its licensors except for the licenses and rights granted herein.
5.4. Subject to your compliance with these Terms and Conditions and any service agreement between Customer and TCHAT N SIGN, TCHAT N SIGN grants you a limited, non-exclusive, non-assignable, revocable, non-transferable sub-license to (i) use the Website, (ii) download and use the Application on your personal devices, and (iii) access and view any Content made available to you on or through the TCHAT N SIGN Platform that is accessible to you through your personal or commercial use.
5.5. TCHAT N SIGN does not acquire any ownership rights in the User Content and nothing in these Terms and Conditions shall be deemed to restrict any rights you may have to use or exploit the User Content.
5.6. You are solely responsible for all User Content that you make available on or through the TCHAT N SIGN Platform. Accordingly, you represent and warrant that (i) you are the sole and exclusive owner of the User Content that you make available on or through the TCHAT N SIGN Platform and that you have all right, title and interest, licenses and consents necessary to grant TCHAT N SIGN the rights in such User Content as contemplated herein, and (ii) neither the User Content nor your posting upload, submit or transmit any User Content or any portion thereof as contemplated herein will not infringe any third party intellectual property rights such as copyrights, trademarks, trade secrets, moral rights or other intellectual property rights or result in the violation of any applicable law or regulation.
5.7. You will not post, upload or transmit any User Content that (i) is fraudulent, false, misleading or deceptive; (ii) is defamatory, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, racism, hatred or similar sentiments against any individual or group; (iv) is violent, threatening or promotes violence or actions that are threatening to any person; or (v) violates any policy tailored from time to time by TCHAT N SIGN. TCHAT N SIGN may, without prior notice, remove or terminate access to any User Content, which TCHAT N SIGN determines to be in violation of any applicable law, these Terms and Conditions or any then current policy or standard of TCHAT N SIGN or otherwise injurious to TCHAT N SIGN, its Users, third parties or its property.
5.8. TCHAT N SIGN respects all copyright laws and expects its Users to comply with them as well. If you believe that any content on the TCHAT N SIGN Platform violates any intellectual property rights that you own, please notify us.
6. TCHAT N SIGN Subscription Fees
6.1. As more fully set forth in the Terms and Conditions of Payment and any service agreement with Customers, subscription fees may be charged to Customers for general use of the TCHAT N SIGN Platform (the “Subscription Fees”).
6.2. For all information regarding Subscription Fees and how they may apply and how they are calculated, we refer you to the General Terms and Conditions of Payment accessible by clicking on the following link: https://www.tchatnsign.com /policies and to your service agreement with TCHAT N SIGN if applicable.
6.3. The General Terms of Payment are an integral part of this Agreement.
7. Electronic Signatures
7.1. Any signature affixed to a Document via the TCHAT N SIGN Platform (an “Electronic Signature”) has the same legal value as if it were affixed to an equivalent paper document. Thus, when you affix your Electronic Signature to a Document via the TCHAT N SIGN Platform, you acknowledge that you are bound to this Document with the same legal effects as if you had affixed your handwritten signature to an equivalent paper document and that it is your sole responsibility to review the content of each of the Documents you are about to sign prior to signing them. You acknowledge that you have carried out the aforementioned preliminary verifications and that you are contractually responsible for the documents thus signed.
7.2. You acknowledge that your use of your Electronic Signature is a personal right and that you shall not entrust or disclose to any unauthorized person this information or entrust your Electronic Signature to them.
7.3. In the event that an Electronic Signature is issued to you in connection with your organization or in connection with a specific department within your organization, you acknowledge that the use of your Electronic Signature is a personal right and that you are strictly prohibited from entrusting or disclosing to anyone not authorized within your organization or specific department within your organization the information to use your Electronic Signature. Violation of this subparagraph may result in revocation of your Electronic Signature without further notice or delay.
7.4. You are solely responsible for establishing policies and other internal administrative practices to, among other things, prevent unauthorized access, use, modification or disclosure of the Documents by unauthorized parties through equipment under your control. You agree to immediately notify TCHAT N SIGN if you believe your Electronic Signature has been compromised so that it may be revoked and replaced.
7.5. You agree that your email and/or phone number may be included in the metadata of the document you are about to sign, in order to demonstrate beyond any doubt, your active participation in the signing process. You also confirm that you agree to receive communications at the same email and/or phone number for all Document signing projects in which you are involved.
7.6. TCHAT N SIGN is not a party to any of the legal acts exchanged between Users in the context of the TCHAT N SIGN Services, TCHAT N SIGN acting only as an intermediary and facilitator providing a technological platform.
7.7. Once you have proceeded with the Electronic Signature of the Document, you will be able to review the Document and download a copy. The signed Document will only be retained on the TCHAT N SIGN Platform for a period of seven (7) days following the Electronic Signature, at the end of which time the signed Documents will be destroyed from TCHAT N SIGN’s servers and the hyperlink to the Document disabled. TCHAT N SIGN IS NOT RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE DESTRUCTION OR LOSS OF A DOCUMENT, IT IS THE RESPONSIBILITY OF THE SIGNATORY TO DOWNLOAD THE SIGNED DOCUMENT WITHIN THE SEVEN (7) DAY PERIOD FOLLOWING THE ELECTRONIC SIGNATURE OF THE DOCUMENT.
7.8. Transmission of the signed Document is deemed to have occurred on the day you access the Document, not when you actually view the Document.
8. Special conditions relating to the communication functions of the TCHAT N SIGN Platform
8.1. Certain features of the TCHAT N SIGN Platform require the use of VOIP telephony, and as such TCHAT N SIGN may, from time to time, act as a VOIP telephony provider. TCHAT N SIGN may host VOIP telephony numbers on its servers and will provide the technical support necessary for the proper functioning of this IP telephony system.
8.2. By using the TCHAT N SIGN Platform, you will be able to link your pre-existing landline telephone number with your TCHAT N SIGN Account. When you agree to link your landline telephone number to your TCHAT N SIGN Account, you thereby consent to TCHAT N SIGN activating the SMS features of your telephone number and administering these features via the TCHAT N SIGN Platform.
8.3. When you link only the SMS features of your pre-existing landline telephone number to your TCHAT N SIGN Account, without transferring the voice features to TCHAT N SIGN, it is possible that your telephony service provider administering the voice features may attempt, on a sporadic and automated basis, to regain access and usage rights to the SMS features of your number, which could create interruptions to the TCHAT N SIGN Services in your TCHAT N SIGN Account. In order to avoid any such interruptions, TCHAT N SIGN recommends that its Customers transfer all services related to their phone number to TCHAT N SIGN. As these interruptions are beyond the control of TCHAT N SIGN, the User expressly releases TCHAT N SIGN from any liability for any damage resulting from these possible interruptions of services, as more fully provided for in Article 12 of these Terms and Conditions.
8.4. By using the TCHAT N SIGN Platform, you will be able to link your pre-existing fax number with your TCHAT N SIGN Account. When you agree to link your fax number to your TCHAT N SIGN Account, you thereby consent to TCHAT N SIGN acting as a web interface for receiving and sending faxes from your number. If you do not have a fax number and wish to have one, it is possible to obtain one from TCHAT N SIGN by paying the applicable fees, which can be found here: https://www.tchatnsign.com/price
8.5 In the event of a report sent to signalement-securite@tchatnsign.com, TCHAT N SIGN commits to confirming the receipt of your request as soon as possible, and addressing said request within a maximum period of 14 days.
9. Prohibited Activities and Conduct
9.1. Users are solely responsible for complying with all laws, rules, regulations and tax obligations that may apply to their use of the TCHAT N SIGN Platform. In connection with your use of the TCHAT N SIGN Platform, you agree not to assist or permit others to:
(a) violate or circumvent any applicable law or regulation, any agreement with third party rights, or any provision of the Agreement, the Terms and Conditions or the General Terms of Payment or policies or standards adopted from time to time by TCHAT N SIGN;
b) use the TCHAT N SIGN Platform or the Content for any commercial or other purpose not expressly permitted by these Terms and Conditions or in a manner that falsely implies or otherwise misleads others about your affiliation with TCHAT N SIGN;
c) copy, store or otherwise access or use any information, including any personal information about another User contained on the TCHAT N SIGN Platform in any manner that violates the TCHAT N SIGN Privacy Policy or these Terms and Conditions or that otherwise violates the privacy of Users or third parties
d) use the TCHAT N SIGN Platform to distribute unsolicited commercial electronic messages (“spam”);
e) contact another User for purposes other than those related to a Document or in the course of their interactions through the TCHAT N SIGN Platform
f) discriminate against or harass any person on the basis of race, origin, religion, sex, identity, marital status, age, sexual orientation or otherwise
g) use, display the TCHAT N SIGN Platform or the Content or any individual element found within the TCHAT N SIGN Platform, the TCHAT N SIGN name, any TCHAT N SIGN trademark, logo or other intellectual property right or design of any page contained on the TCHAT N SIGN Platform, without having obtained the express prior written consent of TCHAT N SIGN
h) dilute, impair or otherwise violate any TCHAT N SIGN trademark in any way, including through the unauthorized use of TCHAT N SIGN Content by registering and/or using TCHAT N SIGN or derivative terms in domain names, trade names, trademarks or other identifiers or by registering and/or using domain names, trademarks or other identifiers that closely resemble or are confusingly similar to the TCHAT N SIGN domain name or trademark
i) use any malware to access, collect any data about any Content found on the TCHAT N SIGN Platform;
j) attempt to decipher, compile or reverse engineer or take any similar action with respect to any software used to provide the TCHAT N SIGN Platform
k) take any action that affects or could affect the performance or proper functioning of the TCHAT N SIGN Platform
l) violate or infringe upon the rights of any person or otherwise cause damage to any person.
9.2. You acknowledge that TCHAT N SIGN has no obligation to monitor any User’s access to or use of the TCHAT N SIGN Platform or to review or block access to any User’s Content but has the right to do so in order to i) operate, secure and improve the TCHAT N SIGN Platform, ii) ensure compliance with and enforcement of the Terms and Conditions by Users iii) comply with any applicable law, court order or requirement of any court or other governmental organization, iv) respond to any User Content that TCHAT N SIGN determines, in its sole and absolute discretion, to be harmful or unacceptable, or v) otherwise as more fully set forth in these Terms and Conditions. Users agree to cooperate and assist CHAT N SIGN in good faith and to provide TCHAT N SIGN with any information and take any action that may be reasonably required by TCHAT N SIGN to comply with any investigation undertaken by CHAT N SIGN or a representative of TCHAT N SIGN regarding the use or misuse of the TCHAT N SIGN Platform.
9.3. If you find that a User with whom you interact online or in person is acting or has acted inappropriately with you, you must immediately report such person to the appropriate authorities in your jurisdiction.
10. Term and Termination
10.1. This Agreement becomes effective upon your access to the TCHAT N SIGN Platform and is effective for an indefinite term. This Agreement may be terminated by a User, without cause, upon seven (7) days prior notice to TCHAT N SIGN or by any Party, immediately, without notice, upon a breach of any provision of this Agreement or if the service agreement with the Customer is terminated for any reason.
10.2. In addition, TCHAT N SIGN may terminate this Agreement or deactivate your TCHAT N SIGN Account immediately in the event that:
(a) You are no longer authorized or legally able to sign Documents under any law, code, regulation, ordinance or otherwise;
b) You fail to comply with any and all provisions of TCHAT N SIGN’s Terms of Service, Terms of Payment, policies or standards then in effect;
c) TCHAT N SIGN believes in good faith that such action is necessary to protect the safety of the TCHAT N SIGN community or third parties, it being understood that in the cases mentioned above you will be given the opportunity to remedy the default alleged by TCHAT N SIGN to its full and complete satisfaction before TCHAT N SIGN permanently terminates the Agreement with you; or
d) TCHAT N SIGN has given you thirty (30) days prior written notice that the Agreement will be terminated.
Provisions that by their nature are intended to survive termination of this Agreement will continue in effect notwithstanding termination. Furthermore, upon termination of this Agreement, you will still be liable for your obligations to another User and/or TCHAT N SIGN for any Documents signed via the TCHAT N SIGN Platform, if any.
11. Disclaimer of Warranty
11.1. IF YOU CHOOSE TO USE THE TCHAT N SIGN PLATFORM OR THE CONTENT, YOU DO SO AT YOUR SOLE RISK. THE TCHAT N SIGN PLATFORM OR THE CONTENT IS PROVIDED “AS IS,” “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.
11.2. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE OPPORTUNITY TO INFORM YOURSELF ON THE CHAT N SIGN PLATFORM AND/OR THE DOCUMENTS UPLOADED TO THE CHAT N SIGN PLATFORM, OF ANY LAWS, RULES OR REGULATIONS THAT MAY BE APPLICABLE TO THE DOCUMENT YOU ARE ABOUT TO SIGN AND/OR THE TCHAT N SIGN SERVICES OFFERED, THAT YOU ARE NOT RELYING ON ANY LEGAL REPRESENTATIONS OR FACTS PROVIDED BY TCHAT N SIGN WITH RESPECT TO THE DOCUMENT YOU ARE ABOUT TO SIGN
11.3. IF, TO THE EXTENT PERMITTED BY LAW, WE CHOOSE TO CONDUCT INQUIRIES INTO YOUR IDENTITY OR THE CRIMINAL HISTORY OF ANY USER, WE DISCLAIM ANY WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER, THAT SUCH INQUIRIES WILL IDENTIFY ANY PAST MISCONDUCT OF A USER OR GUARANTEE THAT A USER WILL ENGAGE IN ANY FUTURE MISCONDUCT.
11.4. YOU AGREE THAT SIGNING CERTAIN DOCUMENTS MAY CREATE A CONTRACTUAL RELATIONSHIP BETWEEN YOU AND OTHER USERS AND INCUR LIABILITY, AND YOU PROCEED TO SIGN DOCUMENTS VOLUNTARILY ACCEPTING LIABILITY. YOU ACCEPT FULL RESPONSIBILITY FOR THE CHOICES YOU MAKE BEFORE, DURING AND AFTER SIGNING THE DOCUMENTS.
11.5. YOU ACKNOWLEDGE THAT THE ENFORCEABILITY OF CERTAIN DOCUMENTS IS SUBJECT TO CERTAIN STANDARDS, RULES AND FORMAL REQUIREMENTS UNDER APPLICABLE LAW. YOU ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO ENSURE SUCH STANDARDS AND THAT IN NO EVENT SHALL CHAT N SIGN BE LIABLE FOR THE UNENFORCEABILITY OF ANY SUCH DOCUMENT.
11.6. THE ABOVE EXCLUSIONS OF WARRANTIES APPLY TO THE EXTENT PERMITTED BY LAW.
12. Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY LAW, THE ENTIRE RISK RESULTING FROM YOUR ACCESS TO AND USE OF THE TCHAT N SIGN PLATFORM AND CONTENT, THE POSTING OF MATERIALS BY YOU VIA THE TCHAT N SIGN PLATFORM, THE SIGNING OF MATERIALS, OR THE USE OF ANY OTHER SERVICE OR INTERACTION YOU MAY HAVE WITH OTHER USERS, WHETHER IN PERSON OR ONLINE, REMAINS YOURS. NEITHER CHAT N SIGN NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE TCHAT N SIGN PLATFORM OR CONTENT SHALL BE LIABLE FOR ANY DAMAGES, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, REPLACEMENT COSTS OR FOR ANY INJURY OR DAMAGE OR INCONVENIENCE OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH I) THESE TERMS AND CONDITIONS II) THE USE OR INABILITY TO USE THE TCHAT N SIGN PLATFORM OR THE CONTENT, OR III) ANY COMMUNICATION, INTERACTION OR ENCOUNTER WITH OTHER USERS OR OTHER PERSONS WITH WHOM YOU MAY COMMUNICATE, INTERACT OR ENCOUNTER AS A RESULT OF YOUR USE OF THE TCHAT N SIGN PLATFORM, IV) THE POSTING OF DOCUMENTS, INCLUDING THE SIGNING OF DOCUMENTS, V) THE TCHAT N SIGN SERVICES AND VI) THE UNENFORCEABILITY OF ANY SIGNATURE DUE TO CERTAIN STANDARDS, RULES AND FORM REQUIREMENTS UNDER APPLICABLE LAW, WHETHER BASED ON WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT CHAT N SIGN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR CHAT N SIGN’S OBLIGATIONS, IF ANY, TO PAY AMOUNTS OWED TO USERS UNDER THESE TERMS AND CONDITIONS OR UNDER ANY OTHER AGREEMENT, IN NO EVENT SHALL TCHAT N SIGN’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF THE TCHAT N SIGN SERVICES, THESE TERMS AND CONDITIONS, AND YOUR USE OF THE TCHAT N SIGN PLATFORM, INCLUDING, BUT NOT LIMITED TO YOUR UPLOADING OF DOCUMENTS AND/OR SIGNING OF DOCUMENTS VIA THE TCHAT N SIGN PLATFORM OR THE LOSS OF A SIGNED DOCUMENT AFTER THE EXPIRATION OF SEVEN (7) DAYS FROM THE SIGNING OF THE DOCUMENT OR YOUR USE OF OR INABILITY TO USE THE TCHAT N SIGN PLATFORM OR THE CONTENT AND IN CONNECTION WITH ANY SERVICE OR INTERACTION WITH OTHER USERS SHALL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS ($100 CDN). THE LIMITATIONS ON DAMAGES SET FORTH ABOVE ARE ESSENTIAL TERMS OF THIS AGREEMENT BETWEEN TCHAT N SIGN AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOREGOING LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.
13. Indemnification
13.1. To the maximum extent permitted by any applicable law, you agree to release, defend (at TCHAT N SIGN’s option), indemnify and hold TCHAT N SIGN and its affiliates, including but not limited to their officers, directors, employees and agents, harmless from and against any and all claims, liabilities, damages, losses and expenses, including, without limitation, legal and accounting fees, arising out of or in any way connected with i) your violation of these Terms and Conditions or any other TCHAT N SIGN policy or standard ii) your improper use of the TCHAT N SIGN Platform, iii) your interaction with any User, iv) your signing or not signing Documents, including without limitation, any injury, loss or damage (whether compensatory, direct, indirect or otherwise) of any kind arising out of or by reason of your interaction, use or iv) your violation of any law, regulation or third party right.
14. Dispute Resolution and Arbitration
THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW AN AGREEMENT TO REQUIRE YOU TO SUBMIT A DISPUTE TO ARBITRATION OR TO WAIVE ANY RIGHTS YOU MAY HAVE TO INITIATE LEGAL PROCEEDINGS WITH RESPECT TO DISPUTES YOU MAY CLAIM TO HAVE AGAINST CHAT N SIGN, AND IN SUCH EVENT, SOME OR ALL OF THE PROVISIONS SET FORTH BELOW WITH RESPECT TO BINDING ARBITRATION AND WAIVER OF YOUR RIGHTS MAY NOT APPLY TO YOU AND YOU MAY HAVE THE RIGHT TO INITIATE LEGAL PROCEEDINGS.
14.1 Good Faith Negotiations
If a dispute arises relating to the interpretation, compliance with or breach of this Agreement or its termination, the Parties shall attempt to negotiate in good faith.
14.2. Arbitration
If the dispute cannot be resolved by negotiation in good faith, then it shall be finally resolved by arbitration involving a single arbitrator in accordance with the provisions of articles 620 and following of the Code of Civil Procedure of Quebec, it being understood that the arbitration shall take place in the judicial district of Saguenay, Province of Quebec, unless the Parties decide otherwise.
a) Decision
Any judgment, decision or award rendered by an arbitrator pursuant to this Section shall: (i) be final and binding on the Parties, (ii) not be subject to any further proceedings before the courts of general jurisdiction other than those required for homologation and enforcement of the decision by a court of competent jurisdiction, (iii) not be disclosed to third parties unless such disclosure is required by law for the purpose of enforcing the decision or for other purposes.
b) Costs
The costs of the arbitration, including professional fees and disbursements of the Parties, shall be awarded by the arbitrator in such manner as the arbitrator considers appropriate in the circumstances.
15. Governing Law
15.1 These Terms and Conditions and any agreement, standard or policy adopted from time to time in connection with the TCHAT N SIGN Platform by TCHAT N SIGN shall be interpreted in accordance with the laws of the Province of Quebec and of Canada, without regard to conflict of laws provisions. Your choice of law does not affect your rights as a consumer under the provisions of any consumer protection law or regulation of your province of residence.
15.2. To the extent that the arbitration procedure is not enforceable against you and you are acting as a consumer, you agree to submit your dispute to the non-exclusive jurisdiction of a court in the province of Quebec or a court in the jurisdiction where you reside. If TCHAT N SIGN wishes to take proceedings against you and you are a consumer, TCHAT N SIGN may do so in the Court of the jurisdiction where you reside. If you are a business and not a consumer, you agree to submit your dispute to the arbitration procedure mentioned above.
16. Confidentiality
16.1. The management of personal information collected and held by TCHAT N SIGN complies with laws protecting privacy in accordance with our Privacy Policy accessible via the following link: https://www.tchatnsign.com /policies
16.2. You agree not to use any technical, financial, strategic or other information belonging to TCHAT N SIGN relating to the company, its operations, the properties of TCHAT N SIGN, including any information belonging to Users (collectively the “Confidential Information”) disclosed by TCHAT N SIGN to you for your personal use or for any other reason other than those mentioned herein. You will not disclose or permit the disclosure of any Confidential Information to third parties. You agree to take reasonable steps to protect the confidentiality of and prevent the disclosure or use of Confidential Information about TCHAT N SIGN and its affiliates to prevent it from being publicly disclosed. Notwithstanding the foregoing, you will not incur any liability to TCHAT N SIGN in connection with any Confidential Information to the extent that you can demonstrate that the Confidential Information:
(a) was in the public domain at the time it was disclosed by TCHAT N SIGN;
b) was publicly disclosed through no fault of yours;
c) was known to you, without restriction, at the time of disclosure, as evidenced by files in existence at the time of disclosure;
d) is disclosed with the prior written consent of TCHAT N SIGN;
e) becomes known to you, without limitation, from a source other than TCHAT N SIGN, without you breaching this Agreement and otherwise without violating the rights of TCHAT N SIGN; or
f) is disclosed pursuant to an order or requirement of a court, governmental authority or other governmental organization; provided, however, that you shall promptly provide notice of such order or requirement to TCHAT N SIGN to enable TCHAT N SIGN to seek a protective order or otherwise prevent or restrict such disclosure.
17. General
17.1. This Agreement shall be governed by the applicable laws of Quebec. If any provision of this Agreement is or becomes invalid or unenforceable, the Parties shall continue to be bound by the remaining provisions of this Agreement. In such event, the Parties will replace the invalid or unenforceable provision with provisions that are invalid or unenforceable and that have, to the greatest extent possible, similar effect to the provisions that were invalid or unenforceable, having regard to the Content and purposes of this Agreement. You agree that this Agreement and all agreements that form part of this Agreement may be automatically assigned by TCHAT N SIGN in its sole and absolute discretion without notice to you, subject to applicable law.
17.2. Except as otherwise provided, any notice to TCHAT N SIGN shall be sent by certified mail, postage prepaid and return receipt requested, to
Chat et Signe Inc. (doing business as Tchat N Sign)
375 De Quen Boulevard
Alma (Quebec)
G8B 5P2
Any notice to you will be provided through the TCHAT N SIGN Platform or given via the email address or mailing address you provided to TCHAT N SIGN when you opened your TCHAT N SIGN Account.
17.3. The headings in this Agreement are for reference purposes only and may not be used in any way to interpret this section. The words “included” and “including” are deemed to be followed by the words “without limitation”.
17.4. The failure of a Party to act on a breach by another Party shall not constitute a waiver of that Party’s rights to act with respect to subsequent or similar breaches.
17.5. This Agreement sets forth the entire agreement between you and TCHAT N SIGN with respect to the subject matter hereof and supersedes all prior agreements and understandings between the Parties, whether oral or written. This Agreement is made in Alma, Quebec.
If you have any questions regarding the TCHAT N SIGN Platform, please contact our customer service by email at info@tchatnsign.com