TCHAT N SIGN - GENERAL TERMS OF SERVICE

These general terms of service (the "Terms and Conditions") constitute a fully enforceable agreement (the "Agreement") between you as a user with a TCHAT N SIGN account and bound by a service agreement with TCHAT N SIGN (the "Client") or as a signer of a document (the "Signer") or as a visitor to the TCHAT N SIGN Platform (the "Visitor") (the Client, Signer and Visitor may be collectively referred to as "Users" or "you") AND Tchat N Sign Solutions inc. doing business in Quebec under the name TCHAT N SIGN, ("TCHAT N SIGN", "we", "our"), governing your use of the website accessible via the following link: tchatnsign.com and the web application accessible via the following link: v1.tchatnsign.com (collectively the "Website"), applications for mobile phones, tablets and other smartphones developed by TCHAT N SIGN (collectively the "Application") (the Website and Application being collectively referred to as the "TCHAT N SIGN Platform") as well as 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 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 ACCEPT THE TERMS AND CONDITIONS, YOU MAY NOT USE THE TCHAT N SIGN PLATFORM AND PLEASE IMMEDIATELY CEASE USING THE TCHAT N SIGN PLATFORM, SUBJECT TO YOUR OBLIGATIONS SET OUT HEREIN.

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 real-time communication between them, including via chat, fax, SMS or IP telephony. TCHAT N SIGN markets its expertise in public key cryptography, AATL and PDF/A to provide a reliable and secure electronic signature solution for documents, contracts and agreements of all kinds (hereinafter "Documents"). Each Client 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 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 Users, without binding TCHAT N SIGN, all at the complete exoneration of 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, draft, design, create, sell, provide, control, administer, offer or deliver any Documents. Although TCHAT N SIGN offers services to facilitate the signing of Documents, including making an Electronic Signature system available, TCHAT N SIGN acts only as an intermediary and facilitator in the contractual relationship between Users. Users are solely responsible for their Documents.

1.5. TCHAT N SIGN has no control over and does not guarantee in any way the following contractual elements between Users:

• the legality, feasibility or relevance of any Document;
• any statement, assertion, representation, omission, and more generally, any behavior of Users of the TCHAT N SIGN Platform;
• compliance with any law and regulation applicable in Quebec and Canada of any Document exchanged between Users or the authenticity or origin of such Document;
• the integrity, security or compliance of any Document that is the subject of any discussion, proposal and signature between Users;
• 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 fulfillment of any of the elements listed above, but simply indicates that Users have completed all relevant steps for the proper use of the TCHAT N SIGN Platform.

At no time should any reference to a User as "verified" and/or "accepted" be considered as an endorsement or guarantee by TCHAT N SIGN. Before agreeing to upload and/or sign a Document, you should always conduct your own due diligence and always act with care and diligence.

1.6. By choosing to use the TCHAT N SIGN Platform, any User does not become a contracting party transacting on behalf of TCHAT N SIGN, which remains a third party to the contractual relationship between Users.

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. TCHAT N SIGN cannot be responsible for the availability or accuracy of such Third-Party Websites.

1.8. Due to the nature of the Internet, TCHAT N SIGN cannot guarantee 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 if changes need to be made to protect the security or integrity of its servers.

1.9. Although TCHAT N SIGN is committed to making every effort to ensure that the information contained on the TCHAT N SIGN Platform is accurate, TCHAT N SIGN cannot at any time be held responsible for any Error with respect to any information contained on the TCHAT N SIGN Platform.

2. Modifications to the Agreement

2.1. To the extent permitted by law, TCHAT N SIGN may from time to time and at its sole and absolute discretion modify the Terms and Conditions of this Agreement.

3. Eligibility

3.1. In order to access and use the TCHAT N SIGN Platform or open a TCHAT N SIGN Account, you must be an individual at least eighteen (18) years of age or a corporation, business, partnership or other legal entity duly organized and in compliance with the applicable laws of the province in which you do business and having the capacity to enter into contracts.

3.2. TCHAT N SIGN may, without being obligated, make access to and use of the TCHAT N SIGN Platform subject to certain conditions or requirements, including the obligation to complete a verification process.

3.3. TCHAT N SIGN assumes no responsibility for confirming the legal capacity, within the meaning of the Civil Code of Quebec, and the identification of a User.

3.4. Access to and use of certain components of the TCHAT N SIGN Platform may be subject to separate policies, standards or norms.

3.5. If you access or download the Application from Apple's AppStore or Google's Play Store, you agree to all terms and conditions of the Apple or Google Play Store license.

4. Opening a TCHAT N SIGN Account

4.1. To access and use the TCHAT N SIGN Platform, the Client must open an account (the "TCHAT N SIGN Account") to upload and sign a Document or chat and call via chat and/or use of any other related service.

4.2. To open a TCHAT N SIGN Account, you may need to provide certain personal information, including your age, gender, date of birth and address. The management of this personal information will comply with privacy laws in accordance with our 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 up to date.

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.

4.6. Subject to the provisions hereof, 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, at its sole and absolute discretion, allow Users to create, upload, publish, transmit, receive, exchange content such as Documents, texts, photos, videos or other materials and information on or through the TCHAT N SIGN Platform ("User Content").

5.2. The TCHAT N SIGN Platform, TCHAT N SIGN Content and User Content may, in whole or in part, be protected by copyright, trademark and/or other applicable laws of Canada and other countries.

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 rightful owner of the User Content.

5.4. Subject to your compliance with these Terms and Conditions, TCHAT N SIGN grants you a limited, non-exclusive, non-assignable, revocable, non-transferable sublicense to use the Website, download and use the Application on your personal devices.

5.5. TCHAT N SIGN does not acquire any ownership rights in User Content.

5.6. You are solely responsible for all User Content you make available on or through the TCHAT N SIGN Platform.

5.7. You will not post, upload or transmit any User Content that is fraudulent, false, misleading, defamatory, obscene, pornographic, vulgar, violent, threatening or that promotes discrimination or hatred.

5.8. TCHAT N SIGN respects all copyright laws and expects its Users to comply with them as well.

6. TCHAT N SIGN Subscription Fees

6.1. As more fully set out in the General Payment Terms and any service agreement entered into with Clients, subscription fees may be charged to Clients for general use of the TCHAT N SIGN Platform (the "Subscription Fees").

6.2. For any information regarding Subscription Fees, we refer you to the General Payment Terms accessible on our website.

6.3. The General Payment Terms 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 being bound to that Document with the same legal effects as if you had affixed your handwritten signature.

7.2. You acknowledge that your use of your Electronic Signature is a personal right and that you must not entrust or disclose this information to anyone who is not authorized, nor entrust them with your Electronic Signature.

7.3. In the event that an Electronic Signature is issued to you in connection with your organization, you acknowledge that it is strictly prohibited to entrust this information to anyone not authorized within your organization.

7.4. You are fully responsible for establishing internal policies and other administrative practices to prevent unauthorized access, use, modification or disclosure of Documents.

7.5. You agree that your email and/or phone number may be included in the metadata of the document you will sign.

7.6. TCHAT N SIGN is not a party to any legal acts exchanged between Users in connection with 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, after which the signed Documents will be removed from TCHAT N SIGN active servers and, where applicable, archived in accordance with applicable legal retention obligations.

7.8. Transmission of the signed Document is deemed to have occurred on the day you have access to the Document, not when you actually view the Document.

TCHAT N SIGN IS NOT RESPONSIBLE FOR ANY DAMAGE ARISING FROM THE DESTRUCTION OR LOSS OF A DOCUMENT, IT IS THE SIGNER'S RESPONSIBILITY TO DOWNLOAD THE SIGNED DOCUMENT WITHIN THE SEVEN (7) DAY PERIOD FOLLOWING THE ELECTRONIC SIGNATURE OF THE DOCUMENT.

8. Special Conditions Relating to 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.

8.2. By using the TCHAT N SIGN Platform, you will be able to link your pre-existing landline phone number with your TCHAT N SIGN Account.

8.3. When you link only the SMS functions of your pre-existing landline phone number to your TCHAT N SIGN Account, without transferring voice functions to TCHAT N SIGN, your telephony service provider may attempt to regain access to the SMS functions.

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.

8.5. In the event of a report sent to the address [email protected], TCHAT N SIGN commits to confirming receipt of your request as soon as possible and to handling said request within a maximum of 14 days.

8.6. Certain premium features of the TCHAT N SIGN Platform use artificial intelligence voice transcription services. Use of these features constitutes your consent to voice audio processing as described in our Privacy Policy, Section 13. These features are disabled by default and require explicit activation by the team administrator.

9. Prohibited Activities and Conduct

9.1. Users are solely responsible for complying with all laws, rules, regulations and tax obligations that may apply in connection with their use of the TCHAT N SIGN Platform. In connection with your use of the TCHAT N SIGN Platform, you agree not to, nor assist or allow others to:

• violate or circumvent any applicable law or regulation, any agreement with third-party rights or any provision of the Agreement;
• use the TCHAT N SIGN Platform or content for commercial or other purposes that are not expressly authorized by these Terms and Conditions;
• copy, store or otherwise access or use any information, including any personal information about another User, in a manner that violates TCHAT N SIGN's Privacy Policy;
• use the TCHAT N SIGN Platform for the distribution of unsolicited commercial electronic messages ("spam");
• contact another User for purposes other than those related to a Document;
• discriminate against or harass any person based on their race, origin, religion, sex, identity, marital status, age, sexual orientation or otherwise;
• use, display the TCHAT N SIGN Platform or any intellectual property rights without obtaining the prior express written consent of TCHAT N SIGN;
• dilute, affect or otherwise violate any TCHAT N SIGN trademark in any way;
• use any malware to access, collect any data on any Content found on the TCHAT N SIGN Platform;
• attempt to decipher, compile or reverse engineer any software used to provide the TCHAT N SIGN Platform;
• take any action that affects or could cause damage to the TCHAT N SIGN Platform;
• violate or infringe the rights of any person or otherwise cause harm to any person.

9.2. You acknowledge that TCHAT N SIGN has no obligation to monitor access to or use of the TCHAT N SIGN Platform by any User but has the right to do so to operate, secure and improve the TCHAT N SIGN Platform.

9.3. If you find that a User is acting or has acted inappropriately with you, you should 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 period. This Agreement may be terminated by a User, without cause, upon seven (7) days' notice to TCHAT N SIGN or by any Party, immediately, without notice, upon a breach of any provision of this Agreement.

10.2. In addition, TCHAT N SIGN may terminate this Agreement or disable your TCHAT N SIGN Account immediately in the event that:

• You are no longer authorized or have the legal capacity to sign Documents under any law, code, regulation, order or other;
• You do not comply with each and every provision of the General Terms of Service;
• 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;
• TCHAT N SIGN has sent you thirty (30) days' written notice that the Agreement will be terminated.

11. Disclaimer of Warranty

12. Limitation of Liability

13. Indemnification

13.1. To the maximum extent permitted by any applicable law, you agree to release, defend, indemnify and hold TCHAT N SIGN and its subsidiaries, including their officers, directors, employees and agents, harmless from and against any claim, liability, damage, loss and expense, including all legal and accounting fees, arising from your breach of these Terms and Conditions, your improper use of the TCHAT N SIGN Platform, your interaction with any User, or your breach of any law, regulation or third-party right.

14. Dispute Resolution and Arbitration

THE LAWS OF CERTAIN JURISDICTIONS DO NOT PERMIT AN AGREEMENT TO REQUIRE YOU TO SUBMIT A DISPUTE TO ARBITRATION. IN SUCH CASE, SOME OR ALL OF THE PROVISIONS SET FORTH BELOW MAY NOT APPLY TO YOU.

14.1. Good Faith Negotiations - If a dispute arises relating to the interpretation, compliance with or breach of this Agreement, the Parties shall attempt to negotiate in good faith.

14.2. Arbitration - If the dispute cannot be resolved through good faith negotiation, it shall then be finally resolved by arbitration involving a single arbitrator in accordance with the provisions of Articles 620 et seq. of the Quebec Code of Civil Procedure, in the judicial district of Saguenay, Province of Quebec.

Any judgment, decision or award rendered by an arbitrator shall be final and binding on the Parties. The costs of arbitration including professional fees and disbursements of the Parties shall be awarded by the arbitrator.

15. Applicable Laws

15.1. These Terms and Conditions and any agreement, standard or policy adopted from time to time relating to the TCHAT N SIGN Platform by TCHAT N SIGN shall be construed in accordance with the laws of the Province of Quebec and Canada, without regard to conflict of law provisions.

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 of the Province of Quebec or a Court of the jurisdiction where you reside.

16. Confidentiality

16.1. The management of personal information collected and held by TCHAT N SIGN complies with privacy laws in accordance with our Privacy Policy.

16.2. You agree not to use any technical, financial, strategic and other information belonging to TCHAT N SIGN ("Confidential Information") for your personal use or for any reason other than those mentioned herein. You will not disclose or permit the disclosure of any Confidential Information to third parties. 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:

• was in the public domain at the time it was disclosed by TCHAT N SIGN;
• was publicly disclosed through no fault of yours;
• was known to you, without restriction, at the time of disclosure;
• is disclosed with the prior written consent of TCHAT N SIGN;
• becomes known to you, without restriction, from a source other than TCHAT N SIGN;
• is disclosed pursuant to an order or requirement of a Court, governmental authority or other governmental organization.

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 other provisions of this Agreement.

17.2. Unless otherwise provided, any notice to TCHAT N SIGN must be sent by certified mail, postage prepaid with acknowledgment of receipt to the address indicated below. Any notice to you will be provided through the TCHAT N SIGN Platform or given via the email address you provided when opening your TCHAT N SIGN Account.

17.3. The headings in this Agreement are for reference purposes only.

17.4. The failure of a Party to act on a breach by another Party does not constitute a waiver of that Party's rights to act on subsequent or similar breaches.

17.5. This Agreement sets forth the entire agreement between you and TCHAT N SIGN in connection with the purposes set forth herein and supersedes all prior agreements and understandings between the Parties. This Agreement was entered into at Alma, Quebec.