1. Acceptance and definitions
These terms ("Terms") form a legal agreement between SignalOrange Inc. ("SignalOrange", "we"), a Canadian company incorporated in Quebec, and you ("Client", "you"), the individual or legal person who uses our services or products ("Services").
The Services include, without limitation: the signalorange.ca website, the Meridian platform, the Router API and Estrade, as well as any related update, add-on module, documentation or support.
By accessing the Services, creating an account, or clicking "I accept" when you sign up, you confirm that you have read, understood and accepted these Terms. If you do not accept them, you may not use the Services.
2. Account and access
- You must provide accurate and up-to-date information when you sign up.
- You are responsible for keeping your password confidential and for all activity on your account.
- You must notify us immediately of any unauthorized access at securite@signalorange.ca.
- You must be at least 18 years old and have the legal capacity to enter into a contract.
3. Acceptable use
You agree not to:
- Break applicable laws, including laws on the protection of personal information, intellectual property and export.
- Upload or transmit content that is illegal, defamatory, hateful, or that infringes the rights of others.
- Try to get around security measures, usage limits or authentication mechanisms.
- Reverse engineer, decompile or disassemble the Services, except to the extent the law allows.
- Use the Services to compete with SignalOrange or to build a competing product based on our technology.
- Try to access other clients' accounts or data (multi-tenant).
- Send spam, unsolicited email or unauthorized advertising content.
4. Pricing and payment
- The Services may be offered free of charge, as a monthly plan, as an annual plan, or on a usage basis.
- All prices are in Canadian dollars (CAD), before applicable taxes (GST/QST).
- Payments are processed by Stripe. SignalOrange never stores card numbers.
- Invoices are issued electronically and are payable within 30 days, unless otherwise agreed.
- If a payment is more than 15 days late, we may suspend access to the Services after notice.
- Fees paid are not refundable, unless the law or a written agreement provides otherwise.
5. Intellectual property
5.1 Our Services
The Services, including source code, trained models, documentation, trademarks and logos, are the exclusive property of SignalOrange or our licensors. We grant you a limited, non-exclusive and non-transferable licence to use the Services for the term of the agreement.
5.2 Your content
You keep all intellectual property rights in the data and content you upload or create in the Services ("Your content"). You grant us a limited licence, solely for what is needed to provide the Services (storage, processing, backup, display).
5.3 Feedback
If you send us ideas, comments or suggestions, we may use them freely, with no obligation to compensate or credit you.
6. Personal data and privacy
Our Privacy policy describes how we handle your personal information. For the processing of personal information about your own clients or users through the Services, our Data processing agreement (DPA) applies and forms an integral part of these Terms.
You agree to obtain all required consents from your users before uploading their personal information to our Services.
7. Confidentiality
Each party agrees to treat as confidential the non-public information exchanged (including negotiated prices, non-public source code and client data), and not to disclose it to third parties without written consent, unless the law requires disclosure.
8. Warranties and limitations
8.1 Limited warranty
We use commercially reasonable efforts to provide reliable, secure and available Services. We aim for 99.9% monthly availability for production Services, excluding planned maintenance windows announced in advance.
8.2 Disclaimer
Unless expressly stated otherwise, the Services are provided "as is" and "as available". We disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted operation. AI performance depends on third-party models and may vary.
8.3 Limitation of liability
To the fullest extent permitted by law, SignalOrange's total cumulative liability to you for any damage, loss or cause of action arising from the Services is limited to the amount you paid for the Services in the 12 months before the event. In no event will we be liable for indirect, incidental, consequential, special or exemplary damages, including loss of profits, data, goodwill or business opportunities, even if we were advised of the possibility of such damages.
8.4 Exceptions
The limitations above do not apply to: (a) liability for gross or intentional fault, (b) the indemnification obligations in section 9, (c) infringement of SignalOrange's intellectual property, or (d) any damage that cannot be limited under applicable law.
9. Indemnification
You agree to indemnify SignalOrange against any third-party claim arising from (a) your use of the Services in breach of these Terms, (b) the infringement of a third party's rights by Your content, or (c) a breach of applicable laws by you.
We will indemnify you against any third-party claim alleging that the Services themselves infringe its intellectual property rights, provided that you notify us without delay and let us direct the defence.
10. Term and termination
- These Terms apply for as long as you use the Services.
- You may terminate at any time through your account or by writing to us.
- We may suspend or terminate your access for breach of the Terms, non-payment, or a security risk, after reasonable notice when possible.
- Sections that by their nature survive termination (intellectual property, confidentiality, limitation of liability, governing law) remain in effect.
- On termination, you have 30 days to export Your content before it is deleted.
11. Force majeure
Neither party will be liable for a delay or failure caused by an event beyond its reasonable control (natural disaster, war, government action, outage of a major third-party provider, large-scale cyberattack, pandemic, etc.), provided it notifies the other party without delay and makes reasonable efforts to minimize the impact.
12. Changes to the Terms
We may change these Terms. Significant changes will be notified by email at least 30 days before they take effect. Your continued use of the Services after the effective date means you accept the amended Terms.
13. Governing law and jurisdiction
These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada that apply there, without regard to conflict-of-laws rules. Any dispute will be submitted to the exclusive jurisdiction of the courts of the judicial district of Québec, unless both parties waive this in writing.
14. General provisions
- Entire agreement: these Terms, with the Privacy policy and the DPA, form the entire agreement between the parties.
- Severability: if a provision is held invalid, the others remain in effect.
- Assignment: you may not assign these Terms without our written consent. We may assign them to a successor.
- Language: the parties have expressly required that these Terms be drawn up in French. Les parties ont expressément demandé que les présentes Conditions soient rédigées en français.
- Waiver: failing to enforce a right does not waive that right.
15. Contact us
For any question about these Terms: legal@signalorange.ca.