TERMS & CONDITIONS

PPP KIT

TERMS AND CONDITIONS OF USE

LAST UPDATED : 2022-10-28

OVERVIEW

1. Welcome to the PPP KIT platform. The www.pppkit.com website is owned by 12613212 Canada Inc. and could be operated by one or more of its subsidiaries, affiliates or licensees, (collectively the “ Company").

2. These terms & conditions of use ("T&Cs") govern your visit/use of www.pppkit.com and/ or other websites managed by the Company that reference the T&Cs (the " Company Sites"). These T&Cs set forth the legally binding terms and conditions for your visit to and/or use of the Company Sites and apply to all users of the Company Sites, including visitors (individually and collectively “you” or “ User(s)”).

3. Please read these T&Cs carefully. By using, accessing and/or visiting the Company Sites, you accept and agree to the present T&Cs.

4. If you do not accept and agree to the T&C, you should immediately stop using, accessing, and/or visiting the Company Sites.

5. If you are under age 13, you may use the Company Sites only with involvement of a parent or guardian.

6. Please also carefully read Company’s Privacy Policy, located https://pppkit.com/privacy.html . By agreeing to these T&Cs, you also agree to and accept our Privacy Policy.

7. By visiting, browsing or using the Company Sites (including by simply viewing content on www.pppkit.com) and the information, applications and services offered therein or thereby (collectively the “Services”), you and each person you allow to access the Company Sites through your account (if any) agree to be bound by these T&Cs between you and the Company, the Company Privacy Policy and all other operating rules, policies and procedures that may be published by the Company from time to time on the Company Sites, each of which is incorporated by reference and each of which may be updated or modified by the Company from time to time without notice to you.

8. The terms and conditions of these T&Cs are in addition to and do not alter any other agreements between you and the Company, including any other agreements that govern your use of content, tools, and information available on or via the Company Sites.

9. Your use of the Company Sites is governed by the version of these T&Cs in effect on the date of visit or use. You agree to access the information on the Company Sites solely for the purpose of using the Services as found on the Company Sites.

10. The information, content, materials, offerings and descriptions on the Company Sites may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and the Company does not undertake any obligation or responsibility to update or amend any such information. You agree that the Company and its subsidiaries, affiliates and licensees will not be liable to you or to any third party for any such errors or inaccuracies.

11. You agree that these T&Cs do not entitle you to any new versions, support, upgrades, updates, add-ons, patches, enhancements, or fixes for the Company Sites (collectively, "Updates"). The Company, however, may occasionally provide automatic Updates to the Company Sites at its sole discretion (and without any advanced notification to you).

MODIFICATIONS

12. The Company reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, remove, replace, or correct the information, content, materials, features, offerings and descriptions on the Company Sites, these T&Cs, our policies, and/or terms applicable to a service, registration, sign up, opt-in, or download (a “Modification”) and to suspend and/or deny or discontinue access to the Company Sites at any time, to anyone for any reason.

13. You agree that the Company and its subsidiaries, affiliates and licensees will not be liable to you or to any third party for any such Modification, suspension, denial or discontinuance.

14. We will notify you of any material changes to the T&Cs solely by posting the new T&Cs on the Company Sites. Please consult these T&Cs regularly for any changes. The date of the last revision appears at the top of the T&Cs. Your use of the Company Sites following any changes to the T&Cs will signify your acceptance of the revised terms. Your continued use of and access to the Company Sites constitutes your acknowledgement of, and agreement to the then current T&Cs.

ACCESS TO AND USE OF THE COMPANY SITES

15. Subject to these T&C, the Company grants you a limited license to access and use the Company Sites. However, except as otherwise provided in these T&C, the contents of the Company Sites are owned by or licensed to the Company, and protected by various intellectual property and other laws, including patent, trademark and copyright laws.

16. Without our express written consent, you may not download (other than through page caching) or modify a Company Site or any portion thereof, or reproduce, distribute, duplicate, copy, display, sell, mirror, or otherwise exploit the Company Sites or any portion thereof. You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the home page of www.pppkit.com so long as the link does not portray the Company or www.pppkit.com in a false, misleading, derogatory, or otherwise offensive matter. You may not use any meta-tags or any other "hidden text" utilizing the Company or the Company’s name or trademarks to reference the Company Sites without our express written consent. You may not use disguised referrals to link to any Company Site. Without our prior written consent, you may not exploit the Company Sites or any content appearing therein for commercial purposes.

17. Any unauthorized use of the Company Sites or use in violation of these T&Cs terminates this limited license.

DOWNLOADS

18. We take reasonable precautions to ensure the safety and integrity of any content we make available for you to download. However, the use of downloaded software or other materials from the Company Sites is entirely at your own discretion and risk. You are solely responsible for any damage to your computer system or loss of data that results or may result from use of any such download. We assume no liability whatsoever for any viruses, Trojan horses, malicious adware, spyware, or other potentially harmful components arising out of or in connection with a download from the Company Sites. Additionally, we cannot be made responsible, under any circumstances or to any extent, for any software or material pertaining to the Company, which is downloaded from sites or sources outside the Company Sites.

LINKS TO THIRD PARTY WEBSITES

19. The Company sites may contain links to third-party websites. You acknowledge and agree that the Company does not control such third-party websites and is not responsible for their contents or policies, and that the links are provided for convenience and do not represent an endorsement by the Company of the third-party websites. If you access such third-party websites via the links, you do so at your own risk.

PROHIBITED CONDUCT

20. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any User or content. You represent and warrant that you own or otherwise control all of the rights to, and/or have a right to post, the content that you submit and/or post; that the content is accurate; that use of the content you supply does not violate these T&Cs or any intellectual property laws or other laws and will not cause injury or damage to any person or entity; and that you will indemnify the Company for all claims resulting from content you supply.

21. The content you post may not be illegal, obscene, offensive, racist, sexist, hateful, threatening, defamatory, libelous, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable to the Company, in its sole discretion, and shall not consist of or contain software viruses, political campaigning, commercial solicitation, advertisements, chain letters, mass mailings, or any form of "spam."

NO OBLIGATION FOR THE COMPANY TO MONITOR

22. The Company takes no responsibility and assumes no liability for any content posted by you or any third party. The Company may monitor, review or edit such content you or others post or submit, but is not obligated to do so.

ELECTRONIC COMMUNICATIONS

23. When you visit a Company Site or send e-mails to us, you are communicating with us electronically and therefore consent to receive communications from us electronically. We may communicate with you by e-mail or by posting notices on the Company Sites. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

INTELLECTUAL PROPERTY MATTERS

24. Copyright. All content included on the Company Sites, such as text, photographs, graphics, logos, button icons, images, and software, and the compilation thereof are, unless otherwise stated, the property of the Company and/or its licensors and protected by Canadian, United States and international copyright laws and other laws and regulations. All software and other materials available for download from the Company Sites are, unless otherwise stated, the property of the Company and protected by Canadian, United States and international copyright laws.

25. The Company’s trademarks, including the names of the Company and other graphics, logos, page headers, button icons, scripts, and service names may be common law trademarks, registered trademarks, or trade dress of the Company. You may not use the foregoing in any manner that disparages or discredits the Company or is likely to cause confusion among customers. You may not use the Company’s trademarks and/or trade dress in connection with any product or service without our express written consent.

26. User shall not use any Company intellectual property without first obtaining the Company’s written consent, thereto, except for the internal business purposes of User that are being addressed by the Services of the Company.

USER FEEDBACK AND UNSOLICITED IDEAS

27. If you have feedback on how we can better improve our products, services or the Company Sites, you are welcome to send us a message at www.pppkit.com/contact. Any feedback you provide is deemed to be non-confidential and non-proprietary. The Company shall be free to use such information on an unrestricted basis.

28. Outside of the above-mentioned feedback avenue, the Company does not accept or consider unsolicited ideas, including (without limitation) ideas for new or improved products or technologies, product enhancements, collaterals, processes, materials, new advertising campaigns, promotions, marketing plans or new product names (each an " Unsolicited Idea"). Kindly refrain from sending any Unsolicited Ideas in any form to the Company or its employees. This policy is necessary to avoid potential misunderstandings or legal disputes in the event of any similarity of the Company’s products, services or activities to an Unsolicited Idea.

29. If you decide to relay an Unsolicited Idea despite the above notice, you shall be deemed to agree as follows: (1) the Unsolicited Idea is not confidential or proprietary to yourself or any third party and you will rely only on previously filed patent protection, if any; (2) the Company owes neither you nor any third party any obligation (including compensation) in relation to the Unsolicited Idea; (3) the Company has full discretion and liberty as to the use, retention or dissemination of the Unsolicited Idea for any purpose and in any manner; and (4) you shall indemnify and hold harmless the Company from all liabilities, damages, losses, costs and expenses arising from the Company’s use of the Unsolicited Idea.

TERM AND TERMINATION

30. These T&Cs will remain in effect between you and the Company unless either the Company terminates it, or you terminate it by deleting all your content from the Service, or you cease to view content accessible through the Company Sites. Upon termination of the T&Cs for any reason, you shall destroy and remove from all computers, and other storage media all copies of the any material subject to intellectual property owned by the Company or any other User that you obtained by use of the Company Sites. Your representations in the T&Cs and other provisions which by their nature are designed to survive termination shall survive any termination or expiration of these T&Cs.

31. Without prior notice, the Company may terminate your license to access the Company Sites and/or your user account if you violate or breach the T&C or for any other reason, including the Company’s discontinuance of the Company Sites. In the event of termination, provisions on prohibited conduct, electronic communications, downloads, user feedback and unsolicited ideas, disclaimer of warranty, limitation of liability, and miscellaneous provisions shall survive.

DISCLAIMER OF WARRANTIES

32. YOUR USE OF THE COMPANY SITES AND ALL CONTENTS THEREON IS AND SHALL BE AT YOUR SOLE RISK. THE COMPANY SITES AND ALL CONTENTS THEREON ARE PROVIDED "AS IS" AND WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE COMPANY SITES, ALL CONTENTS THEREON, AND SUPPORT SERVICES, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. THE COMPANY MAKES NO WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF THE CONTENTS OF THE COMPANY SITES OR OF SITES LINKED TO THE COMPANY SITES, AND DOES NOT ENDORSE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED BY A THIRD PARTY THROUGH THE COMPANY SITES OR ANY HYPERLINKED WEBSITES. THE COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY BUGS, VIRUSES, OR OTHER MALWARE THAT MAY BE TRANSMITTED TO OR THROUGH THE COMPANY SITES, FOR ANY ERRORS, MISTAKES OR INACCURACIES IN CONTENT, OR FOR ANY LOSS OR DAMAGE INCURRED THAT RESULTS FROM THE USE OF ANY CONTENT MADE AVAILABLE IN ANY WAY THROUGH THE COMPANY SITES. SOME JURISDICTIONS DO NOT ALLOW THESE LIMITATIONS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

33. IN NO EVENT SHALL THE COMPANY, THEIR SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO OR INABILITY TO ACCESS OR USE THE COMPANY SITES (INCLUDING THE PRODUCTS, SERVICES AND SUPPORT SERVICES OFFERED ON THE COMPANY SITES OR DOWNLOADABLE MATERIALS), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COMPANY’S LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR A PRODUCT OR SERVICE.

34. The foregoing limitations will apply even if any warranty or remedy provided under the T&Cs fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or other limitations set forth above, so the above limitations or exclusions may not apply to you.

INDEMNIFICATION

35. You agree to indemnify, defend and hold the Company, its affiliates, officers, directors, employees and agents (the “ Company Parties”) harmless from and against any loss, cost, damages, liability and expense arising out of or relating to your use of the Company Sites and/or any action by you which violates any law, regulation or rights of a third party.

36. In particular, you agree to indemnify and hold the Company Parties harmless (including costs and attorneys' fees) from any claim or demand made by any third party due to or arising out of your access to or use of the Company Sites, the violation of these T&Cs by you, the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any content posted through the Company Sites by you (including claims related to defamation, invasion of privacy, or other violation of a person's rights). Your obligations under the foregoing indemnity may not be offset against any other claim you may have against any Company Party. You are solely responsible for your use of the Company Sites, for any content you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Company Sites, and for any consequences thereof, including the use of your content by other Users and third parties. You agree that the provisions in this paragraph will survive any termination your [CR1] use of the Company Sites or the Services.

37. Release. In addition, you hereby release any claims you may have against any Company Party that are in anyway related to the Company Sites or your use of content offered through the Company Sites, including any content or referrals you may receive as a result of your registration with the Company.

DISPUTES

38. Best Efforts to Settle Disputes. The User and the Company both agree to exercise best efforts to promptly settle any question, dispute, controversy, claim, or other matters of difference concerning questions of fact or law arising under, out of or relating to these T&Cs and any subsequent amendments of these T&Cs, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach (threatened, alleged or actual), enforcement or termination, as well as non-contractual claims, and any damages resulting from any of the above (a “Dispute”). To this end, we agree to discuss and negotiate with each other, in good faith and understanding of our mutual interests, to reach a just and equitable solution satisfactory to both of us.

39. Arbitration. You agree to waive the right to bring suit in a court and/or to participate in “class action” suits. Instead, if we do not reach a solution under Section 39 within fifteen (15) calendar days following the date that either of us is informed in writing by the other that a Dispute exists (the “Notice of Dispute”), then upon written notice by one to the other
(the “Arbitration Notice”), the Dispute (including Disputes related to any transaction you undertook through or in connection with your use of the Company Sites but excluding the Disputes referred to in Section 41) must be finally settled by arbitration before and under the auspices of the Canadian Commercial Arbitration Centre (the “Arbitration Center”) in accordance with its Commercial Arbitration Rules which we expressly state to be known to us and are herein incorporated by reference subject to the following:

a. the arbitration tribunal must consist of a single arbitrator appointed by mutual agreement of the parties, or failing agreement within fifteen (15) business days following delivery of the Arbitration Notice, any party may apply to the Arbitration Center to appoint an arbitrator;

b. the arbitration may be conducted in person, through the submission of documents, by phone or online;

c. the arbitrator shall provide opportunity to each party to be present, to be fully heard, by counsel or otherwise, and to cross-examine provided that the parties will confer on an appropriate method for obtaining the claimant’s testimony, including agreeing on a means of obtaining live testimony from the claimant if appropriate, in a manner that minimizes travel and expense burdens on the claimant;

d. we both expressly agree that any arbitration hereunder may proceed in the absence of any party who, after due notice, fails to be represented at such arbitration or to obtain an adjournment thereof, and that, in such event, an award may be made based solely upon the evidence submitted by the party who is present;

e. the arbitration must take place in Montréal, Québec;

f. the arbitrator is to decide the case pursuant to and consistently with the governing law as provided in section 42 (including the scope of the agreement to arbitrate, any statute of limitations, set-off claims, conflict of laws rules, tort or delict claims and interest claims);

g. the arbitrator shall not have the power to add to or modify any of the provisions of these T&Cs; provided, however that this provision shall not prevent, in any appropriate case, the interpretation and construction by the arbitrator of the applicable provisions of these T&Cs to the extent necessary to apply such provisions to the Dispute;

h. any compensatory monetary award is to be limited to that necessary to put the aggrieved party in the position as if the other party had fully performed; the arbitrator may not award special, exemplary, or punitive damages;

i. each party shall be responsible for paying all costs and expenses of its own attorneys' fees and expert witnesses' fees; all other costs and expenses of the arbitration proceedings, including the fees and expenses of the arbitrator and the cost of transcripts, shall be shared equally by the parties;

j. all decisions of the arbitrator shall be in writing, shall set forth detailed findings of fact and conclusions of law, shall be final, binding and conclusive upon the parties and will not be subject to any appeal unless determined by a court of competent jurisdiction to have been fraudulent, capricious, arbitrary, so grossly erroneous as a matter of law as necessarily to imply bad faith or not be supported by evidence;

k. all arbitration proceedings shall be closed to the public and confidential and all pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award;

l. in no event shall a demand for arbitration be made after the date on which institution of legal or equitable proceedings would be barred under the applicable statute of limitations in the jurisdiction in which the arbitration is held.

m. you and the Company agree that any arbitration shall be limited to the Dispute between the Company and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

40. Exceptions to Informal Negotiations and Arbitration. You and the Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or the Company’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.

41. Disputes with others. We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other Users. If you have a dispute with other Users, you release the Company and hereby agree to indemnify the Company from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

42. Governing law. By using a Company Site, you agree that the laws of the Province of Quebec, without regard to principles of conflict of laws, will govern these T&Cs and any dispute of any sort that might arise between you and the Company from your use of the Company Sites.

43. Limitation period. You agree that any cause of action arising out of or relating to the Company Sites must commence within one (1) year after the cause of action arises, and otherwise is permanently barred.

MISCELLANEOUS

44. Entire Agreement. These T&Cs together with the Privacy policy and any other applicable agreement, set forth the entire agreement and understanding between the parties with respect to the subject matter of these T&Cs and merges, supersedes and cancels all prior discussions, representations, inducements, promises, undertakings, understandings, agreements or otherwise, whether oral, in writing, electronic or otherwise, between the parties with respect to such subject matter. Without limiting the generality of the foregoing, no oral explanation or oral information provided by the parties hereto, or any of them, shall alter the meaning or interpretation of these T&Cs.

45. Further Agreements and Actions. You and the Company agree to cooperate with each other and execute and deliver such further or other documents and assurances and do such other acts as may, from time to time, reasonably be required or deemed useful by the other party to effectively carry out or better evidence or perfect the full intent and meaning of these T&Cs or to otherwise give effect to the provisions of these T&Cs. Without limiting the foregoing, upon the Company’s request, you will furnish the Company any documentation, substantiation, acknowledgement or release necessary to verify your compliance with these T&Cs.

46. Severability. In the event that any clause, term or provision of these T&Cs or any portion hereof is determined by any Court, arbitrator or other tribunal of competent jurisdiction to be invalid, unenforceable, in conflict with any applicable law or regulations or otherwise illegal, these T&Cs shall continue in full force and effect as if the offending clause, terms and provisions hereof or portion thereof are no longer incorporated herein.

47. No waiver. The failure of the Company to require or enforce strict performance by you of any provision of these T&Cs or to exercise any right under these T&Cs shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. In fact, the Company may choose to enforce certain portions of these T&Cs more strictly or to interpret certain provisions more strictly against certain Users than it does against Users in general, and such disparate treatment shall not be grounds for failing to comply with all these T&Cs as so interpreted.

48. No assignment by you. Neither these T&Cs nor any rights and/or obligations created pursuant to the terms of these T&Cs may be sold, leased, assigned, or otherwise transferred, in whole or in part, by you, and any such attempted assignment shall be void and of no effect without the advance written consent of the Company.

49. Successors & Assigns. Subject to the provisions of paragraph 49, these T&Cs shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors and permitted assigns of the parties.

50. No Third-Party Beneficiaries. These T&Cs are between you and the Company. No other person has any rights to force the Company to enforce any rights it may have against you or any other User. Any third-party may enforce their own intellectual property rights related to content offered through the Company Sites.

51. No Punitive Damages. You and the Company hereby waive to the fullest extent permitted by law (and to the extent that such waiver is not contrary to any statutory provisions in force in Quebec), any right to or claim for any punitive or exemplary damages against the other and agree that in the event of a Dispute between them, each shall be limited to the recovery of any actual damages sustained by it.

52. Language. This Agreement has been drafted in the English language at the request of the parties. A la demande des parties, cette convention a été rédigée en langue anglaise.