Terms of Service and License Agreement
Last revised: January 1, 2022
Effective date: January 1, 2022
Binder, G.P. (Cartable, S.E.N.C.) a Québec company makes available the “Website” (websites including, without limitation, https://mybinder.io and all sub-domains), “Platform” (software and web-based application), and “Services” (including, without limitation, asset management, asset maintenance, binder integration, and derivative services) to help businesses have a more effective management and maintenance system.
Your access or use of the Website or the Platform indicates that you have read, understand, and agree to be bound by these Terms and any other applicable laws, statutes, and/or regulations. If you are entering into this Agreement on behalf of a Business Account, you represent that you have the authority to bind the Business Account to this Agreement, in which case references to “you” in this Agreement shall mean the Business Account User. We may change these Terms at any time, effective upon its posting to the Website. Binder will notify you either by email to your most recently provided email address, by posting the updated or revised Terms on the Website or by any other manner chosen by Binder in its commercially reasonable discretion. Your continued use of the Website and the Platform will be considered your agreement to be bound by and comply with this Agreement as updated or revised Terms. It is your responsibility to review these Terms periodically.
2. AGE RESTRICTION
You must be at least thirteen (13) years of age to use this Website, the Platform, or any Services contained herein. Your access or use of this Website and the Platform indicates your representation that you are at least thirteen (13) years of age. We assume no responsibility or liability for any misrepresentation of your age.
3. PLATFORM LICENSE
3.1 License. In consideration for your acceptance of these Terms and your payment of all applicable Fees, Binder grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Website, the Platform, and the Services solely for your own personal purposes or your internal business purposes.
3.2 Restrictions. Except as explicitly permitted in these Terms, you may not, directly or indirectly: (i) modify or create derivative works of the Platform; (ii) decompile, reverse engineer, attempt to reverse engineer, translate any portion of the Platform into human-readable form, or disassemble any code or software from or on the Website (except to the extent expressly allowed by applicable law); (iii) rent, lease, share, distribute, or sell the Platform to any third party, including on a service bureau or similar basis; (iv) remove, alter or deface proprietary notices or marks in the Platform; (v) disclose the results of testing or benchmarking of the Platform; (vi) circumvent or disable the Platform’s security, copyright protection, or license management mechanisms; (vii) violate the security of the Website through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network; (viii) interfere with the Platform’s operation; (ix) use the Platform to violate the law or the rights of any third party; or (x) attempt to do any of the foregoing. Binder may take any actions it deems reasonable, including denying access to Users or terminating your Subscription for any breach of this Section 3.
3.3 Modifications. Binder may revise or remove features, functionality, or service levels of the Platform or the Services at any time. If any such revision or removal materially impacts User’s use of the Platform, the User may within thirty (30) days’ notice of the revision or removal and terminate the Platform Subscription, as defined in Section 14.
4. ACCOUNT AND ACCOUNT USE
4.1 Your use of the Platform requires an account (an “Account”) identifying you as a “User” of the Website and the Platform.
4.2 You may create an account for your business “Business Account” and shall manage and distribute Account licenses to Users you desire to be under your Business Account Subscription. You, the Business Account, and your Users with individual Accounts are jointly responsible for your Users’ use of the Website, Platform, and/or Services. You are also responsible for ensuring that all of your Users comply with all of these Terms. Any violation of these Terms by any of your Users shall be deemed to be a violation thereof by you.
4.3 You are solely responsible for: (i) your Account and the maintenance, confidentiality, and security of your Account; (ii) all passwords related to your Account; and (iii) all activities that occur under your Account, including all activities of any persons who gain access to your Account with or without your permission.
4.4 You agree to immediately notify us of any unauthorized use of your Account, any service provided through your Account or any password related to your Account, or any other breach of security with respect to your Account or any service provided through it, and you agree to assist us, as requested, to stop or remedy any breach of security related to your Account.
4.5 You agree to provide true, current, accurate, and complete customer information as requested by us from time to time and you agree to promptly notify us of any changes to this information as required to keep such information held by us current, complete, and accurate.
4.6 Acceptable Use. In addition to the restrictions set forth in Section 3.2, you and your Business Account Users may not use the Platform in any way that does not comply with Section 5.
5. ACCEPTABLE USE
5.1 You agree not to use the Website for any unlawful purpose, or any purpose prohibited under this clause.
5.2 You agree not to use the Website in any way that could damage the Website, the Services, or the general business of Binder, G.P.
5.3 You further agree not to use and/or access the Website: (i) to harass, abuse, or threaten others or otherwise violate any person's legal rights; (ii) to violate any intellectual property rights of us or any third party; (iii) to upload or otherwise disseminate any computer viruses or other software that may damage the property of another; (iv) to perpetrate any fraud; (v) to engage in or create any unlawful gambling, sweepstakes, or pyramid scheme; (vi) to publish or distribute any obscene or defamatory material; (vii) to publish or distribute any material that incites violence, hate or discrimination towards any group; (viii) to unlawfully gather information about others.
6. INTELLECTUAL PROPERTY
All intellectual property on the Website and the Platform (except for User Generated Content, as defined in Section 8) is owned by Binder or our licensors, which includes materials protected by copyright, trademark, or patent laws. All content on the Website and the Platform (except for User Generated Content, as defined below), including but not limited to text, software, code, designs, graphics, photos, sounds, music, videos, applications, interactive features, and all other content is a collective work under Canadian and other copyright laws and is the proprietary property of Binder, G.P.
7. USE OF COMPANY MATERIALS
We may provide you with certain information as a result of your use of the Website and the Platform including, but not limited to, documentation, data, or information developed by us, and other materials which may assist in the use of the Website, the Platform or the Services (“Company Materials”). The Company Materials may not be used for any other purpose than the use of this Website, the Platform, and the Services offered on the Website. Nothing in these Terms may be interpreted as granting any license of intellectual property rights to you.
8. USER GENERATED CONTENT
8.1 ”User Generated Content” is communications, materials, information, data, opinions, images, photographs, profiles, messages, notes, website links, text information, music, videos, designs, graphics, sounds, and any other content that you and/or other Website Users post, enter, transmit or otherwise make available on or through the Website or the Platform, except to the extent the content is owned by us. AS BETWEEN YOU AND BINDER, YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT, OPERATION, AND MANAGEMENT OF ANY BINDER WEBSITE OR OTHER DIRECT USER CONTENT TO WHICH YOU HAVE ACCESS (INCLUDING IF SUCH DIRECT USER CONTENT WAS PRODUCED BY OTHERS OPERATING ON YOUR BEHALF, SUCH AS WHERE MULTIPLE DIRECT USERS HAVE ACCESS TO A SINGLE BINDER WEBSITE), AND YOU AGREE TO INDEMNIFY BINDER FOR ANY CLAIMS, DAMAGES, COSTS, AND LIABILITIES ARISING FROM SUCH BINDER WEBSITE OR CONTENT.
8.2 For each piece of User Generated Content that you submit, you represent and warrant that: (i) you have the right to submit the User Generated Content to the Platform and grant the licenses set forth in this Section 8; (ii) if payment is required to any third party for the display of such User Generated Content that is licensed, you are solely responsible for all such payments and will indemnify Binder for any third party seeking a license or other payments related to User Generated Content from Binder; (iii) the User Generated Content does not infringe, violate or misappropriate any third party’s rights, including any copyrights, trademarks or other intellectual property rights and privacy rights; and (iv) the User Generated Content complies with these Terms, the Acceptable Use Policy and all applicable laws.
8.3 License to Binder. By posting, displaying, sharing, or distributing User Generated Content on or through the Platform, you grant Binder, its affiliates, and any applicable third party Services a nonexclusive license to use such User Generated Content during the Term (as defined in Section 14) solely for the purpose of operating the Platform and providing related services. Binder is acquiring no rights in the User Generated Content except for the limited license set forth above.
8.4 Compliance and Preservation. Binder may access, preserve and disclose Account information and/or User Generated Content if Binder is required to do so by applicable law or if we believe in good faith that such access, preservation, or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims that any User Generated Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of the Platform, Binder, our employees, directors or officers, partners, and agents, or members of the public.
8.5 Ownership Disputes. Sometimes ownership of an Account or Binder Website is disputed between parties, such as a business and its employees, or a client. We reserve the right, at any time and in our sole discretion, and without notice to you, to determine rightful Account or Binder Website ownership and to transfer an Account or Binder Website to such owner. If we feel that we can’t reasonably determine the rightful owner, we reserve the right to suspend an Account or Binder Website until the disputing parties reach a resolution. We also may request documentation, such as a government-issued photo ID, credit card invoice, or business license, to help determine the rightful owner.
9. FEES AND PAYMENT
9.1 When you make a purchase on the Website, you agree to provide a valid instrument to make a payment. Pay attention to the details of the transaction, as your total price may include taxes, fees, and shipping costs, all of which you are responsible for.
9.2 When you provide a payment instrument to us, you confirm that you are permitted to use that payment instrument. When you make a payment, you authorize us (and our designated payment services processor) to charge the full amount of the payment instrument you designate for the transaction. You also authorize us to collect and store that funding instrument, along with other related transaction information.
9.3 If you pay by credit or debit card, we may obtain a pre-authorization from the issuer of the card for an amount as high as the full price. If you cancel a transaction before completion, this pre-authorization may result in those funds not otherwise being immediately available to you.
9.4 We may cancel any transaction if we believe the transaction violates these Terms, or if we believe in doing so may prevent financial loss.
9.5 To prevent financial loss to you or to us, we may contact your funding instrument issuer, law enforcement, or affected third parties (including other users) and share details of any payments you are associated with, if we believe doing so may prevent financial loss or a violation of the law.
9.6 Your access to or use of the Platform shall be contingent upon your payment of all applicable fees as described on the Website or the Platform at the time (“Fees”). Users under a Business Account, in which case your access to or use of the Platform shall be contingent upon your Business Account payment of the Fees.
9.7 Binder reserves the right to revise its billing practices and Fees, including by increasing or adding new Fees, at any time on ten (10) days’ notice. Such notice may be sent to you by email to your most recently provided email address or posted on the Website or by any other manner chosen by Binder in its commercially reasonable discretion. You will be deemed to have received any such notice that is posted on the Website on the day it was posted. Your use of the Platform after the ten (10) day notice period constitutes your acceptance of the new or revised Fees. If you do not agree to the revised Fees, you may decide not to renew your Subscription by canceling as set forth in Section 9.11.
9.8 Subscription. You do not need to pay to access the Platform, but certain features of the Platform are only available with a paid access plan (a “Subscription”). Subscription levels, features, and pricing are available on the Website and the Platform. Fees for Subscriptions (“Subscription Fees”) are due in advance for each billing period, with the initial payment due when you add a Subscription to your Account (the “Subscription Start Date”). You can upgrade your Subscription anytime during the period. The features of the new Subscription will be immediately accessible, and the Fees will be prorated. You'll be refunded for the number of days you haven't used on the previous Subscription, and will be charged for the corresponding days on the new Subscription. If you downgrade your Subscription after your Subscription renewal date, you will not receive a refund for any amounts that have been charged. Your Subscription downgrade will be effective at the end of your then-current Subscription period, subject to applicable law, and you may use the Platform and other paid Binder Services until your Subscription downgrade is effective (unless your access is suspended or terminated as set forth in Section 14.2). All Subscription Fees and other payments or credits related to your Account will be made in accordance with the charges and billing terms in effect when such payment is due. Upon Subscription to the Platform, unless you are a User under a Business Account, you will be required to designate a valid payment method that we accept (“Payment Provider”). You will promptly update your Account if there is any change to your payment information. Your Payment Provider agreement, and not these Terms, govern your use of the designated credit card or online transaction account. By providing your payment information, you agree that we may invoice you for all Fees relating to the Subscription and/or Services you select, and you agree to pay all such Fees in accordance with the applicable payment method terms and conditions when they become due to us without additional notice or consent.
9.9 Services. Binder offers two types of Services: monthly time Services (the “Monthly Service”) and banked time Services (the “Banked Service”). Services levels, features, Fees, and quantities (“Service Times”) are available on the Website and the Platform. Transactions are pre-authorized to your Payment Provider seven (7) days before the date of the service call reserved by you or your Business Account Users through the reservation calendar available in your “Binders” page. A service call reserved less than seven (7) days before the date of the service call will be automatically pre-authorized. Any User can cancel the service call free of charge up to three (3) days before the service call date reserved by you or your Business Account Users through the reservation calendar. A penalty of 40% of the total Service Times reserved will be charged to your Payment Provider at the Fees if the service call is cancelled between three (3) days and 24 hours before the service call date is reserved by you or your Business Account Users through the reservation calendar. A penalty of 100% of the total Service Times reserved will be charged to your Payment Provider at the Fees if the service call is cancelled less than 24 hours before the service call date is reserved by you or your Business Account Users through the reservation calendar. The penalties mentioned above are in effect at all times and as indemnification for Binder G.P.
9.10 Automatic Renewal. Subscriptions will automatically renew at the Fees then in effect until cancelled as set forth in Section 9.11. By subscribing, you authorize us to charge your Payment Provider at the beginning of any Subscription period. Upon renewal of your Subscription, if we do not receive payment from your Payment Provider, you will either pay all amounts due on your Account within fifteen (15) days of the date such payment was due or we may terminate your Subscription. Users with Monthly Service will automatically have their Service Times be renewed on the next Monthly Service period. The Service Times may be increased or decreased at any time by going to your “My Account” page or by contacting us via email at firstname.lastname@example.org. Users with Monthly Service will have their Service Times updated on the next Monthly Service period. Users with Banked Service will have their Service Times immediately updated and accessible for use.
9.11 Cancellation. Subscriptions may be cancelled at any time by going to your “My Account” page or by contacting us via email at email@example.com. If you cancel after your Subscription renewal date, you will not receive a refund for any amounts that have been charged. Your cancellation will be effective at the end of your then-current subscription period, subject to applicable law, and you may use the Platform and other paid Binder Services until your cancellation is effective (unless your access is suspended or terminated as set forth in Section 14.2). Only an authorized representative of a Business Account may cancel the Business Account. Cancelled Accounts will lose access to paid features on the Platform and other paid Binder Services upon cancellation. Service Times may be cancelled at any time by going to your “My Account” page or by contacting us via email at firstname.lastname@example.org. Users who choose Banked Service may be refunded for any unused or remaining Service Times of their Banked Service, which they wish to be refunded for. Users who choose Monthly Service will not be refunded for any unused or remaining Service Times of their Monthly Service. Unused or remaining Service Times will be charged to your Payment Provider at the end of your then-current Monthly Service period. It is your responsibility to review your remaining Service Times periodically.
9.12 Taxes. Fees are exclusive of all local, state, federal, and foreign taxes, levies, or duties of any nature (“Taxes”), and the User is responsible for payment of all Taxes. If Binder has the legal obligation to pay or collect Taxes for which a User is responsible pursuant to this Section 9.12, the appropriate amount will be invoiced to and paid by the User, unless User provides Binder with a valid tax exemption certificate authorized by the appropriate taxing authority. User will indemnify, defend, and hold Binder, its officers, directors, consultants, employees, successors, and assigns harmless from all claims and liability arising from User’s failure to report or pay any such Taxes.
10. SALE OF SERVICES
10.1 We may sell other Services or allow third parties to sell Services on the Website. We undertake to be as accurate as possible with all information regarding the Services, including description, honoraries, and details of the Services. However, we do not guarantee the accuracy or reliability of any information regarding the Services and you acknowledge and agree that you purchase such Services at your own risk. For Services provided by others, we assume no liability for any Services and cannot make any warranties about the merchantability, fitness, quality, safety, or legality of these Services. For any claim you may have against the manufacturers, third parties, or sellers of the Services, you agree to pursue that claim directly with the manufacturers, third parties, or sellers and not with us. You agree to release us from any claims related to Services provided by third parties, including any and all warranties or product liability claims.
10.2 We reserve the right to reject or cancel an order for any reason, including errors or omissions in the information you provide to us. If we do so after payment has been processed, we will issue a refund to you in the amount of the purchase price. We may also request additional information from you prior to confirming a sale, and we reserve the right to place any additional restrictions on the sale of any of our products.
For any questions, concerns, or disputes, you agree to contact us promptly at the following:
Montréal, Québec H2S 2H1
Binder has no obligation to provide refunds or credits, but may grant them in extenuating circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by Binder, in each case in Binder's sole discretion.
12.1 Platform. Aside from the limited license granted to you in Section 3, Binder retains all right, title, and interest in and to the Platform, Documentation, and all Updates.
12.2 User Generated Content. Except for the limited licenses granted to Binder in Section 8, as between the parties, you retain all right, title, and interest in and to your User Generated Content. For the avoidance of doubt, you may re-use any User Generated Content media without restriction. Direct User Generated Content includes User Components.
12.3 Usage Information. Binder owns all data regarding installation, registration, and use of the Platform, and related to Platform performance, including response times, load averages, usage statistics, and activity logs, (collectively, “Usage Information”). Usage Information does not include any personally identifiable information or User Information but may include aggregated information derived from User Generated Content. Usage Information is used to contribute to analytical models used by Binder, to monitor and improve the Platform, and to perform Binder’s obligations under this Agreement.
13. SERVICE INTERRUPTIONS
We may need to interrupt your access to the Website or the Platform to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Website or the Platform may be affected by unanticipated or unscheduled downtime, for any reason caused by events beyond our reasonable control, such as fires, natural disasters, government actions, civil unrest, Internet service provider failures or delays, or denial of service attacks that would not be stopped by the use of standard security measures, and that Binder has no liability for any damage or loss caused as a result of such downtime.
14. TERM AND TERMINATION OF ACCOUNT
14.1 These Terms will remain in effect for so long as you access the Website or use the Platform (the “Term”).
14.2 Termination by Binder. We may, in our sole discretion, suspend, restrict or terminate your Account and your use of the Website or the Platform, effective at any time, without notice to you, for any reason, including because the operation or efficiency of the Website or our or any third party's equipment or network is impaired by your use of the Website, any amount is past due from you to us, we have received a third party complaint which relates to your use or misuse of the Website or the Platform, or you have been or are in breach of any term or condition of these Terms, or if we are required to do so by law (e.g., where the provision of the Platform becomes unlawful. We will not be liable to you or any third party for any such termination, except that, if we stop offering the Platform where required to do so by law, we will refund any prepaid Subscription Fees for the remainder of the Term then in effect within thirty (30) days of the date of termination.
14.3 Termination by You. Subscriptions may be cancelled at any time by going to your “My Account” page or by contacting us via email at email@example.com as set forth in Section 9.11. Following the termination date of your Subscription, these Terms will no longer apply to you unless (and only to the extent that) you access the Website.
14.4 Effect of Termination. Upon expiration or termination of this Agreement for any reason, the rights and licenses granted under this Agreement will immediately terminate. Sections 12, 14.4, and 15 through 18 will survive the termination or expiration of this Agreement for any reason.
15. BINDER OBLIGATIONS
15.1 Security. Binder will employ industry-standard technical, logical, and physical security measures and practices for the Platform and any Binder systems on which User Generated Content (as defined in Section 8) is stored or processed designed to preserve the security and integrity of, and prevent unauthorized access to, the Platform and User Generated Content.
15.2 Support. Binder will provide all Updates to the Platform applicable to your Account as and when they become available. In addition, Users with paid Subscriptions have access to email support at firstname.lastname@example.org.
16. PROTECTION OF PRIVACY; CONFIDENTIALITY
16.1 Through your use of the Website, you may provide us with certain information. By using the Website, you authorize us to use your information in Canada and any other country where We may operate.
16.2 When you register for an Account, you provide us with a valid email address and may provide us with additional information, such as your name and/or billing information. Depending on how you use our Website, we may also receive information from external applications you use to access our Website, or we may receive information through various web technologies, such as cookies, log files, clear gifs, web beacons, or others.
16.3 We use the information gathered from you to ensure your continued good experience on our website, including through email communication. We may also track certain of the passive information received to improve our marketing and analytics, and for this, we may work with third party providers.
16.4 If you would like to disable our access to any passive information we receive from the use of various technologies, you may choose to disable cookies in your web browser. Please be aware that we will still receive information about you that you have provided, such as your email address.
16.5 We will only retain your personal data for as long as necessary to fulfill the purposes for which we collect the personal information, in accordance with our legal obligations and legitimate business interests and for you to use the Binder Website, Platform, and/or Services unless a longer retention period is required or permitted by law (e.g., national commercial or financial codes may require us to retain certain information for up to 10 years). In general, information with respect to performed business transactions will be blocked from general access within 90 days after completion of the transaction and deleted once statutory retention requirements expire. In certain situations, Binder may be required to disclose personal data in response to lawful requests by public authorities, including to meet national security or law enforcement requirements. After that time, all information about you will be deleted.
16.6 Internet communications are subject to interception, loss, or alteration and, as consequences, you acknowledge that information or data you provide by electronic means by accessing or using this Website are not confidential or exclusive, except to the extent required by the applicable laws, and that communications by email may be intercepted, altered or lost.
16.7 General. “Confidential Information” means non-public or proprietary information in any form disclosed by or on behalf of either party that: (i) is marked or identified as “confidential” or with a similar designation; or (ii) by its nature or the circumstances of its disclosure ought reasonably to be treated as confidential. The Platform and the Usage Information is Binder Confidential Information. Each party may have access to the other party’s Confidential Information as a result of this Agreement. Confidential Information is the sole property of the disclosing party.
16.9 Exceptions. Confidential Information does not include information that is: (i) publicly available when disclosed or becomes publicly available without fault of the recipient after disclosure; (ii) rightfully learned by the recipient from entities not bound to keep such information confidential; (iii) independently developed by the recipient; or (iv) approved for unrestricted disclosure by the disclosing party. In addition, a recipient may disclose the other party’s Confidential Information as required by court order or applicable law (provided that, to the extent legally permissible, the recipient promptly notifies the other party of such requirement and cooperates with the other party’s reasonable efforts to prevent or limit the scope of such disclosure, at the other party's expense).
17. WARRANTIES; LIMITATION ON LIABILITY; INDEMNIFICATION
17.1 Your use of the Website or the Platform is at your sole and exclusive risk and any services provided by us are on an “as is” basis. We disclaim any and all express or implied warranties of any kind, including, but not limited to, any implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, title, noninfringement, satisfactory quality or arising from a course of dealing, law, usage, or trade practice, or regarding security, quiet enjoyment, reliability, timeliness and performance. We make no warranties that the Website or the Platform will meet your needs or that the Website will be uninterrupted, error-free, or secure. We also make no warranties as to the reliability or accuracy of any information on the Website or obtained through the Services. Any damage that may occur to you, through your computer system, or as a result of the loss of your data from your use of the Website is your sole responsibility and we are not liable for any such damage or loss.
17.2 We are not liable for any damages that may occur to you as a result of your use of the Website, to the fullest extent permitted by law. The maximum liability of Binder, G.P. arising from your use of the Website is limited to the greater of one hundred ($100) Canadian Dollars. This applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy.
17.3 You defend and indemnify Binder, G.P. and any of its affiliates and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of the Website, your breach of these Terms, or your conduct or actions. We will select our own legal counsel and may participate in our own defense if we wish to so.
18.1 Assignment. You may not assign these Terms or any rights or obligations without Binder's prior written consent. Subject to the foregoing, these Terms will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Any attempted assignment in violation of this Section 18.1 will be null and void.
18.2 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the remaining provisions will remain in full force and effect.
18.3 Attribution. We may identify you as a client in standard marketing materials, including the customer page of the Website.
18.4 Waiver. The waiver of a breach of any term hereof will in no way be construed as a waiver of any other term or breach hereof.
18.5 Entire Agreement; Modification. These Terms are the entire understanding of the parties with respect to their subject matter and supersede any previous or contemporaneous communications, whether oral or written. These Terms may be modified as set forth in Section 1 or in writing signed by both parties.
18.6 These Terms and any transaction on the Platform concerning any Subscription and/or Services are governed and interpreted in accordance with the laws applicable in the province of Quebec, Canada. Any dispute that may arise is to be submitted to the competent province of Quebec tribunals in the judicial district of Montreal. Should any provision in these Terms be found invalid by a competent tribunal, it will not affect the validity of the other provisions. The invalid provision will simply be dissociated from the other provisions in these Terms, which will remain in force.