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STANDARD TERMS AND CONDITIONS

These terms and conditions govern the use of the online database (the “Site”) and its content (the “Licensed Content”) by licensed users (“Users”) provided by Nimonik. They are an integral part of the contractual agreement between the Client and Nimonik.

Disclaimer - The online database is intended solely to give users convenient access to information regarding legislation and other industry standards. While Nimonik cannot guarantee that there are no errors in its Site, it endeavours, where appropriate, to correct those which are drawn to its attention. Accordingly, the data and information contained herein is for informational purposes only. No person should act or rely upon the information in the Site without seeking professional legal consultation.

Nimonik makes a best effort attempt to provide timely and accurate information in the Site. Regardless, you agree that Nimonik will not be liable for any errors or omissions of any nature in the content or use of the Site. The information is thereby provided "as is" without warranty of any kind. Nimonik hereby disclaims all warranties, whether express or implied, oral or written, with respect to the information including, without limitation, all implied warranties of merchantability, fitness for any particular purpose.

Liability for the use of information - Nimonik hereby disclaims any liability or responsibility arising from the use of information or data contained in the Site. Nimonik shall not be liable for any financial or other consequences whatsoever arising from the use of information or data contained in the Site, including the inappropriate, improper or fraudulent use of such information or data. Consultation of the Site shall automatically constitute full acceptance of this disclaimer of liability.

Nimonik accepts no responsibility for the content of other Internet sites to which its portal is or may be linked or to which reference is or may be made.

Proprietary Rights - Nimonik owns, solely and exclusively, or licenses all rights, title and interest in and to the Site, all the content (including, for example, audio, photographs, illustrations, graphics, other visuals, video, copy, text, software, titles, etc.), code, data and materials thereon, the look and feel, design and organization of the Web Site, and the compilation of the content, code, data and materials on the Site, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. Any content, code, data or materials the Users may access on or through the Site belonging to Nimonik is not granted to the Users.

Scope of Use. The Users are granted a non-exclusive, non-transferable, limited right to access and use the Site for information purposes. The User may only use the software and information on the site for the business activities of the User or Affiliates controlled by the User. "Controlled" means the legal or beneficial ownership of (a) fifty percent (50%) or more of the outstanding voting stock of a corporation, or (b) fifty percent (50%) or more of the equity of a limited liability company, partnership, or joint venture. The User and its affiliates must consider the Nimonik’s Licensed Content as confidential information and agree to protect the confidentiality of this information with at least the same degree of care that it utilizes with respect to its own similar proprietary information. The User and its affiliates cannot, (a) sell, rent, give or transfer all or any portion of Nimonik’s Licensed Content to another party for that party’s business use, or (b) post on the internet or via any means where all or any portion of Nimonik’s Licensed Content can be viewed by the public, or (c) use all or any portion of Nimonik’s Licensed Content in such a manner that the content’s use is or may potentially be in competition with Nimonik’s Licensed Content.

Links to Other websites – The Site users can access links to websites belonging to other companies or organizations. These links are provided as a courtesy for user convenience only. Nimonik in no way controls, endorses or guarantees the sites linked to this gateway and cannot be held responsible for their content or practices, particularly with respect to the protection of personal information and privacy.

Representations and warranties – Services provided by Nimonik in performance of the Agreement shall be rendered without any warranty, express or implied. Nimonik assumes no responsibility for the accuracy or reliability of any reproduction derived from the legal materials on the Site. The legal materials on the Site have been prepared for convenience of reference only and have no official sanction.

Site changes - Nimonik may from time to time change or add to the Site without notice. While Nimonik will do their best to provide the most accurate and up to date information on the site, Nimonik inc. is not liable to the user or anyone else if errors occur in the information in this database or if that information is not up-to-date.

Force Majeure - In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the party invoking this provision, the affected party's performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.

Invoices and payment - Invoices are submitted prior to the beginning of service, and payment is net thirty (30) days of the invoice date. After thirty days, a fifteen (15) percent annual interest is applied to the invoiced amount. A failure to pay invoices after sixty (60) days will incur a cessation of access to the Site.

If the Client wishes to pay the invoiced amounts within ten (10) days of the submitted invoice, a two (2) percent discount will be applied to the total amount.

Refunds - Nimonik does not issue any refunds. You can cancel or downgrade your account at anytime and no charges will be applied.

Insurance - Nimonik carries Errors and Omissions insurance and Commercial General Liability Insurance, contact Nimonik representatives for details on coverage.

Publicity - Nimonik expressly authorizes the Client to publicly disclose and acknowledge that Nimonik is providing the Client with the services contracted to any interested party that the Client so chooses, and the Client expressly authorizes Nimonik to disclose and acknowledge that Nimonik is providing said services to the Client to other Nimonik clients or potential clients that express such an interest. The Client expressly authorizes Nimonik to reproduce its corporate logo on promotional material and Nimonik commits to using this logo in respect with all of the Client’s guidelines. Should the Client request that its name, brand, logo or its relationship with Nimonik not be publicly disclosed, the Client shall inform Nimonik and provide Nimonik with a sixty (60) day grace period to make appropriate adjustments.

Changes to Terms of Use - We reserve the right, at our sole discretion, to change, modify, add or remove any portion of the Terms and Conditions, in whole or in part, at any time. Changes in the Terms and Conditions will be effective when posted. Your continued use of the Site and/or the services made available on or through the Site after any changes to the Terms and Conditions are posted will be considered acceptance of those changes.

Governing Law - This Agreement shall be governed by and interpreted according to the laws of the Province of Quebec, judicial district of Montreal, Canada.

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PRIVACY POLICY

We respect your privacy. We will not misuse, sell, or exploit any information provided to us. All of your information provided to us is for the express purpose of billing or rendering the NimonikApp service. By supplying such information, we will retain only the information needed to offer you access to relevant information in your industrial sector, legal jurisdiction, and areas of interest. We may also collect information relevant to invoicing and billing. Any information provided to us will not be shared with any other company or 3rd Party.

Nimonik staff and contractors will not access your corporate information unless given explicit permission by an authorized person at your organization. This permission may be granted to help train or debug your account. The access granted by you to Nimonik may be revoked at any time.

We protect the security of your personal information during transmission by using Secure Sockets Layer (SSL) software, which encrypts the information you transmit. For full security details on our web service, please download the PDF document found here: https://nimonik.com/security.pdf

Data Protection

Data Protection Laws means the EU Data Protection Laws and the laws of other states and territories that create and regulate substantially similar concepts and legal principles as are contained in the EU Data Protection Laws in relation to the processing of personal data and sensitive personal data.

EU Data Protection Laws means, up to and including 24 May 2018, any legislation in force from time to time which implements the EU Directive 95/46/EC and relevant national implementations of the same and, with effect on and from 25 May 2018, means the GDPR and any relevant national implementations of the same; personal data, sensitive personal data, consent, controller, processor, data subject and processing mean those concepts, roles and activities as defined in the applicable EU Data Protection Laws and on and from 25 May 2018 sensitive personal data means those classes of personal data that are described in Article 9 of the European General Data Protection Regulation 2016/679) or, where relevant, equivalent concepts, roles and activities as described in other Data Protection Laws.

We are the controller in respect of personal data and sensitive personal data, such as account registration details, that we collect directly from users of the Services (End Users), which we use for the purposes of our business.

You are the controller and we are the processor in respect of any other personal data and sensitive personal data (including within Your Modifications) that is uploaded by End Users including data, templates, information, content, code, video, images or other material of any type (Materials), or which is provided by the End Users you have established in your account.

On and from 25 May 2018, to the extent that the Services and/or Non-Charge Services comprise the processing of personal data or sensitive personal data where we are the processor and you are the controller and the processing of personal data or sensitive personal data is subject to the GDPR: you will comply with the requirements of the GDPR as the same apply to you as controller of the personal data or sensitive personal data; and the provisions of this Privacy Policy shall apply.

We will present our Privacy Policy to you and to others who may download Materials where we are a controller.  To the extent that we do not have direct contact with End Users or the relevant data subjects, for example, where personal data or sensitive personal data is uploaded relating to your employees or customers, and where we are a processor and not a controller, it is your responsibility to ensure that in accordance with Article 13 of the GDPR:

There is a lawful basis for the collection and processing of personal data and/or sensitive personal data; and you present our Privacy Policy to those End Users and other data subjects, as required.

Data Processing

The provisions of this Data Processing portion of our Privacy Policy form part of the Agreement to the extent that Section 6 of the Agreement applies.

Nimonik shall:

Process personal data only on documented instructions from the controller, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by European Union or the national law of an EU member state to which the processor is subject; in such a case, the processor shall inform the controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest; ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; implement appropriate organisational and technical measures as required pursuant to Article 32 (security of processing) of the EU General Data Protection Regulation 2016/679. The measures that we consider appropriate are more fully described in Nimonik's IT Security document and internal ISO 27001 documentation.

This document outlines:

Our architecture and infrastructure through which Services are provided; security controls employed by us and our service providers in protecting personal and/or sensitive personal data; and security controls employed by our support channels which handle personal data or sensitive personal data.

Respect the conditions for engaging another processor referred to in paragraphs 2 and 4 of Article 28 (processor) of the EU General Data Protection Regulation 2016/679; taking into account the nature of the processing, assist the controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the controller's obligation to respond to requests for exercising the data subject's rights laid down in Chapter III of the EU General Data Protection Regulation 2016/679; assist the controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the EU General Data Protection Regulation 2016/679 taking into account the nature of the processing and the information available to the processor; at the choice of the controller, delete or return all the personal data to the controller after the end of the provision of services relating to processing, and delete existing copies unless EU law or the national law of an EU member state or another applicable law, including any Australian state or Commonwealth law to which the processor is subject requires storage of the personal data; make available to the controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 (processor) of the EU General Data Protection Regulation 2016/679 and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller (in each case at the controller's cost).

We value your continued business and will be happy to answer any and all of your questions. You can reach us by phone at 808-608-7511, or via email at support@nimonik.com

Standard mail at Nimonik inc., 602-5445 ave de Gaspé, Montréal, QC, Canada H2T 3B2

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