Bloks Enterprise Service Agreement

This Agreement (the “Agreement”) is between Bloks, Inc, a Canadian corporation with a registered office at 26 rue Bellevue, Cantley, Quebec, Canada, J8V 3B4 ( “Bloks”, “we”, “us” or “our”), and the Customer (“Customer”, “they” “their”) as outlined in the Order Form. This Agreement governs access to and use of Bloks’s websites, apps and services (collectively the “Service”).

1. SERVICE TERMS

‍1.1 Provision of Service

Customer, and Customer's employees and contractors (together, "End Users"), may access and use the Service in accordance with this Agreement.

1.2 Compliance

Customer is responsible for use of the Service by its End Users. Customer and its End Users must use the Service in compliance with Company's Acceptable Use Policy. Both parties will comply with laws and regulations applicable to it regarding the Service, if any.

‍1.3 User Account‍

In order to use the Service, End Users will need to register with Bloks and create an account. The account gives access to the Service and any features or functionality that Bloks may establish and maintain from time to time and at its sole discretion. The End User account will typically use the email address given to them by the Customer and/ or organization with which they are affiliated.

By providing Bloks their email address the End User consents to Bloks using the email address to send Service-related notices, including any notices required by law, in lieu of communication by postal mail. Bloks may also use their email address to send them other messages, including changes to features of the Service and special offers.
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By using the Service, the End User agrees to be compliant with all applicable law and regulations. Bloks may refuse to permit their access to the Service without notice and liability, if, in our sole determination, they violate any of the applicable laws, the Terms of Bloks’s Acceptable Use Policy. In addition, administrator and moderator users may be established to manage users and accounts associated with a given company or organizational email address. These administrator and moderator users associated with the Customer company and/or organization may also delete the End User account or suspend their access to the Service without notice or liability. Upon termination for any reason, they continue to be bound by these Terms.

If an End User signs up for a Bloks account with an email address provisioned by the Customer they must use it in compliance with the Customer’s employer’s terms and policies.

1.4 Customer Administration

Customer may specify End Users as "Administrators". Administrators may have the ability to access, disclose, restrict or remove Customer Content in or from Service accounts. Administrators may also have the ability to monitor, restrict, or terminate access to Service accounts. Bloks' responsibilities do not extend to the Customer's internal management or administration of the Service. Customer is responsible for: (a) maintaining the confidentiality of passwords and Administrator accounts; (b) managing access to Administrator accounts; and (c) ensuring that Administrators' use of the Service complies with this Agreement.

Bloks reserves the right to maintain different types of accounts and offer alternative and/or additional Services to administrative users or moderators that may not be offered to general users.

1.5 Unauthorized Use and Access.

Customer will prevent unauthorized use of the Service by its End Users and terminate any unauthorized use of or access to the Service. The Service is not intended for End Users under the age of 13. Customer will use commercially reasonable efforts to ensure that it does not allow any person under 13 to use the Service. Customer will promptly notify Bloks of any unauthorized use of or access to the Service, although Bloks will not be liable for their losses caused by any unauthorized use of End User accounts, the Customer shall be liable for the losses of Bloks or others due to such unauthorized use.

‍1.6 Suspension.

If an End User (a) violates this Agreement or (b) uses the Service in a manner that Bloks reasonably believes will cause it liability, then Bloks may request that Customer suspend service or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, Bloks may do so.

1.7 Security Emergencies.

Notwithstanding anything in this Agreement, if there is a Security Emergency then Bloks may automatically suspend use of the Service and will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. "Security Emergency" means: (a) use of the Service that does or could disrupt the Service, other customers' use of the Service, or the infrastructure used to provide the Service and (b) unauthorized third-party access to the Service.

1.8 Modification to the Service.

Bloks may update the Software and Services from time to time, however, Bloks will not decrease in any material respect the overall functionality of the Service during the term as Stated in the Order Form.

2. FEES & PAYMENT TERMS

2.1 Fees.

Customer will pay, and authorizes Bloks to charge for all fees specified in Order Forms. Customer is responsible for providing complete and accurate billing and contact information to Bloks. Bloks may suspend or terminate the Services if fees are past due.

2.2 Invoicing and Payment.

Fees will be invoiced in the currency stated in the Order Form in advance and, unless stated otherwise within the Order Form, all fees are due upon customer receipt of invoice by Bloks.

2.3 Taxes.

Customer is responsible for all taxes, except for taxes on Bloks' income. Bloks will charge tax when required to do so. If Customer is required by law to withhold any taxes, Customer must provide Bloks with an official tax receipt or other appropriate documentation.

3. TERM AND TERMINATION
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3.1 Term

This Agreement will commence on the Effective Date and is valid for a term equal to the subscription period, as defined in the Order Form. This Agreement will renew automatically for subsequent twelve (12) month terms, unless notice is given by either party no less than thirty (30) days before the end of a term. Notwithstanding, this agreement may be terminated in accordance with the provisions set out in section 3.2.
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3.2 Termination

Either party may terminate this Agreement if: i) the other party is in material breach and fails to correct a material breach of its obligations under this Agreement within twenty (20) days after receipt by such other party of written notification from the notifying party of such material breach; (ii) files a bankruptcy petition or has such a petition filed involuntarily against it, becomes insolvent, makes an assignment for the benefit of creditors, consents to the appointment of a trustee, or if bankruptcy reorganization or insolvency proceedings are instituted by or against the other party; or (iii) as may be described in the Order Form.
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3.3 Survival

The following sections shall survive the termination or expiration of this Agreement for any reason: 2, 3.3, 3.4, 4.2 and any payment obligations incurred prior to the expiration or termination of this Agreement.
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3.4 Effect of Termination

Upon termination of this Agreement, Customer and its End Users shall cease use of the Service.

4. PROPRIETARY RIGHTS

‍4.1 Content

Some areas of the Service may allow End Users to post or upload photos, documents, videos, web links, live broadcasts, feedback, comments, and other information (“Content” or, when posted by End User, “End User Content”) and to share Content with others and other users of the Service. Any recording made through their access to the Service, and any transcript generated by the Service from a recording provided is End User Content. The Customer retains full ownership of End User Content. Bloks doesn't claim any ownership to any of it. These Terms do not grant Bloks any rights to End Users Content or intellectual property except for the limited rights that are needed to run the Service, as outlined in these Terms. Bloks may share End User Content with its service providers as required to provide the Service, including but not limited to sending End User data to a third party service to be summarized or transcribed as applicable.

The Customer and End User are solely responsible for the Content that they upload, publish, display, link to or otherwise make available (“upload” or “post”) on the Service. The Customer retains ownership of their Content, but there are many things that users, moderators and third parties may do with their Content, for example, copy it, modify it, re-share it, delete it, or broadcast it. Bloks has no responsibility for that activity and End User should not share any Content which they do not wish to be copied, modified, re-shared or broadcast. 

Bloks reserves the right, but are not obligated, to reject and/or remove any Content that Bloks believes, in its sole discretion, violates our Acceptable Use Policy. Bloks also reserve the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Agreement, including investigation of potential violations, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Bloks, its users and the public. The Customer and End User understand that publishing their Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.

Bloks takes no responsibility and assumes no liability for any Content that the Customer or End User or any other users post or send over the Service. The Customer and End user understand and agree that any loss or damage of any kind that occurs as a result of the use of any Content that they send, upload, download, stream, post, transmit, display, or otherwise make available or access through their use of the Service, is solely their responsibility. Bloks is not responsible for any public display or misuse of the Customer and End User Content. The Customer and End User understand and acknowledge that they may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and they agree that Bloks shall not be liable for any damages they allege to incur as a result of such Content.

As needed to provide the Service or as otherwise permitted by these Terms, the Customer and End Users grant Bloks and its contractors the right to access, use, modify, adapt, reproduce, distribute, display and disclose Content posted on the Service. Bloks reserves the right at all times, but are not obligated, to remove or refuse to distribute any Content on the Service including Customer Content. Customer and End User are solely responsible for their interactions with other Bloks users. Bloks reserves the right, but have no obligation, to monitor disputes between the Customer and other users.

Users may delete their own Content but should be aware that Content transmitted to other users may still be made available by such users and Bloks has no control over such users actions. In addition, administrator and moderator users may be established to manage Content associated with a given company or organizational email address. These administrator and moderator users may delete the Content of one or more corresponding End Users including their Content.

4.2 Bloks property, copyrights and feedback

Except for Customer and End User Content, the Service and its materials, including, without limitation, software, mobile device software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, and photographs (the “Bloks Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Bloks and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and The Customer agree not to sell, license, rent, modify, decompile, disassemble, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the Bloks Content or materials on the Service for any purpose not expressly permitted by these Terms is strictly prohibited.

The Customer grants Bloks a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into our Services any suggestions, enhancement requests, recommendations or other feedback provided by the Customer and End User relating to the operation of our Services.

4.3 Privacy

Bloks cares about user and customer privacy. Please refer to Bloks’s privacy policy, available at www.bloks.app/bloks-privacy-policy for information on how Bloks collects, uses and discloses personally identifiable information from its users, including whether it acts as data processor or data controller. Where the General Data Protection Regulation 2016/679 applies to any personal information that Bloks process on the Customer and End User’s behalf, the terms of our Data Processing Addendum forms an integral part of these Terms, By using the Services the Customer agree to Bloks’ use, collection and disclosure of personally identifiable information in accordance with the Bloks’ privacy policy and Data Processing Addendum. By using the Service, the Customer and End Users are consenting to have their personal data transferred to and processed in Canada and the United States.

4.4 Copyright complaints

Bloks responds to claims that appear to infringe any copyright or other intellectual property rights. If the Customer are a copyright owner, or authorized on behalf of one, and the Customer believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, they must complete the following DMCA Notice and deliver it to our Designated DMCA Agent at the contact information provided below:

DMCA Agent
Bloks, Inc.
support@bloks.app

The Customer and End User must provide the following information in writing in their DMCA Notice: Identify the copyrighted work that their claim has been infringed; Identify the material that is claimed to be infringing and where it is located on the Service; Provide reasonably sufficient information to permit Bloks to contact them, such as their address, telephone number, and, e-mail address; Provide a statement that they have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; Provide a statement, made under penalty of perjury, that the above information is accurate, and that they are the copyright owner or are authorized to act on behalf of the owner; and Provide an electronic or physical signature of a person authorized to act on behalf of the copyright owner.

4.5 Third party links

The Service may have links to third-party websites, services, or other events or activities that are not owned or controlled by Bloks. Bloks does not endorse or assume any responsibility for any of these third-party sites, information, materials, products, or services. If the Customer accesses a third party website from the Service, they do so at their own risk, and they understand that these Terms and our Privacy Policy do not apply to their use of those sites. They expressly relieve Bloks from any and all liability arising from their use of any third-party website, service, or content and agree that their dealings with any third-party website, service, or content is only between them and such third parties.

5. INDEMNIFICATION, WARRANTIES & LIMITATION OF LIABILITY

5.1 Indemnification

To the extent permitted by law, the Customer will defend Bloks against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content they provided, or their use of the Service, in breach of these Terms: (a) infringes a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Bloks’s actions); or, (b) violates applicable law or these Terms. Bloks will reasonably notify the Customer of any such claim or demand that is subject to their indemnification obligation. 

5.2 No warranty

BLOKS PROVIDES THE SERVICE “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLOKS MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

5.3 Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL BLOKS, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF BLOKS HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF BLOKS AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE GREATER OF AN AMOUNT EQUAL ONE MONTH OF THE CUSTOMER SERVICE FEE FOR THE SERVICE OR TEN DOLLARS ($10.00). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE THEM FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO THE CUSTOMER TO THE EXTENT PROHIBITED BY LAW.

6. Miscellaneous

6.1 Assignment

These Terms and any rights and licenses granted hereunder, may not be transferred or  assigned by The Customer, but may be assigned by Bloks without restriction. Any attempted transfer or assignment by The Customer will be null and void.

6.2 Choice of Law

The Services are controlled by Bloks and operated by it from its offices in Cantley, Quebec. If the Customer chooses to access the Services from locations other than Quebec, they will be responsible for compliance with all local laws of such other jurisdiction and they agree to indemnify Bloks and its affiliates, officers, employees, agents, suppliers or licensors for their failure to comply with any such laws.

The Customer and Bloks explicitly agree that these Terms shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. The Customer agrees that any claim or dispute that arises in whole or in part from the Service shall be heard and resolved exclusively in a court of competent subject matter jurisdiction located in Ottawa, Ontario. The Customer consents to the personal jurisdiction of such courts over the Customer, stipulates to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.

6.3 Complete Understanding

These Terms, together with any other legal notices and agreements published by Bloks via the Service, shall constitute the entire agreement between The Customer and Bloks concerning the Service. If any provision of these Terms are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

6.4 Modifications

Bloks reserves the right to update and change these Terms at any time and without notice by posting the amended Agreement on this page. The Customer continued use of the Service after any such changes constitutes their acceptance of the new Terms. The Customer is advised to check the Terms from time to time for any updates or changes that may impact you.

6.5 Waiver and Amendment
No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Bloks’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.