2020 Web Terms of Use

1. ACCEPTANCE OF TERMS
1.1. The access and use of the websites made available by 20-20 Technologies Inc. and its affiliated companies (“2020”) is subject to these Terms of Use (“Terms”). Please read the Terms carefully before you accept these Terms by: (a) creating a 2020 cloud account (“Account”); (b) using the 2020 websites (“Website”) or the services offered therein in any manner and/or (c) placing an order through the Website. If you do not agree to all of these Terms, please do not use this Website or create an Account. If you are using this Website on behalf of your employer, you represent to 2020 that you are authorized to accept these Terms on your employer’s behalf. You hereby represent to 2020 that you are at least 18 years of age.
1.2. 2020 provides you access to different resources including the 2020 Online Store, download area, 2020 community communications forums (“Forums”), technical support and product information (collectively referred to as “Services” within these Terms). These Terms will also govern your use of any new features that augment or enhance the current Services, including the release of new 2020 resources (unless different terms apply to such resources). In addition to the Terms and unless otherwise noted, the 2020 Desktop Software License and Support Terms governs the use of software purchased through the Website and the 2020 Cloud Content Terms of Use and Service govern your use of any of our content in the cloud (“CiC”) services. Any personal information you provide through the Website will be dealt in accordance with 2020’s Privacy Policy. If you currently have in effect a separate written purchase or license agreement with 2020 for a software product, in which case that separate agreement governs in relation thereto. If there is a conflict between: (a) these Terms; (b) the Desktop Software License and Support Terms; or (c) the Cloud Content Terms of Use and Service then these Terms will prevail if the issue relates to use of the Website, the Standard License will prevail if relates to the use and license of one of our desktop software products and finally, the Cloud Content Terms of Use and Service will prevail if the issue relates to cloud content services.

2. YOUR ACCOUNT
2.1. The Website enables you to create an Account. This Account gives you access to Services and information which would not otherwise be accessible to you. When this Account is combined with other 2020 products and services, it may grant you other privileges (e.g. enabling cloud access to your desktop licenses). You are entirely responsible for how you use your Account. In some situations, your Account can enable you to grant certain rights to others to use or administer a 2020 software license that you purchased. You are entirely responsible for the management of such rights and shall make sure that such users and/or administrators comply with the Terms. 2020 explicitly and specifically disclaims any responsibility or liability resulting from your use of the Account or any rights granted to others.
2.2. In consideration of your use of the Services, you agree to be solely responsible for: (a) providing true, accurate, current, and complete information about You as prompted by the Website when creating a Website or otherwise (the “Account Information”), and (b) maintaining and promptly updating the Account Information to keep it true, accurate, current and complete. You are solely responsible for the security of your password. 2020 is not liable for any unauthorized use of the Website or Services. You acknowledge and agree that certain Services may provide you with password-restricted access to your information such as names and certain terms of your existing contracts to assist you in purchasing, maintaining and supporting your 2020 software or services. By using this Website and registering for the Services, you consent to 2020’s display of such information via the Services. Despite 2020’s reasonable efforts to secure its password-restricted section of the Website in accordance with industry standard practices, 2020 cannot guarantee that the information communicated over the internet will be secure. Therefore, you accept all risks of unauthorized access to such information. For additional information on how 2020 handles personal information, please consult 2020’s Privacy Policy.
2.3. If you provide any information that is false, inaccurate, out of date, or incomplete, or 2020 has reasonable grounds to suspect that such information is false, inaccurate, not current, or incomplete, 2020 may suspend or terminate your Account and refuse any and all current or future use of, or access to, the Services (or any portion thereof).

3. CONFIDENTIALITY OF 2020 INFORMATION
In order to gain access to the Services, you agree to these confidentiality provisions:
3.1. You acknowledge that you may obtain direct access via the Website to certain 2020 confidential information (hereafter “Information” in these Terms). You must hold Information in strict confidence and may provide Information to employees in your organization only on a need-to-know basis. You may use the Information from the Website solely for the purpose of purchasing, maintaining and supporting your 2020 software and services. Title to Information remains with 2020 and its suppliers. You agree, either as an individual or on behalf of your employer, to be bound by the provisions of this Section 3. Furthermore, if you are acting on behalf of your employer, your employer agrees to indemnify you for violations of this Section 3.
3.2. You do not acquire any rights in Information, except the limited right to use Information as described above.
3.3. Any breach of Section 3 will result in irreparable harm to 2020 for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, 2020 will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if 2020 seeks such an injunction.
3.4. Your obligations regarding Information expire five (5) years after the date of disclosure. Upon termination of the Terms or 2020’s written request, you must cease use of Information and return or destroy all Information.
3.5. The Terms impose no obligation upon you with respect to Information that you can establish by legally sufficient evidence: (a) you possessed, or knew, prior to your receipt from 2020, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of the Terms; (c) you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) you independently developed without the use of Information and without the participation of individuals who have had access to Information, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to 2020 adequate to afford 2020 the opportunity to object to the disclosure.

4. YOUR CONDUCT
4.1. You understand that all information, data, text, messages, or other materials (hereafter “Content” in these Terms), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not 2020, are entirely responsible for all Content that you upload, post or otherwise transmit via the Services (“User Content”). 2020 does not control the User Content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such User Content.
4.2. By submitting the User Content to 2020 for inclusion on the Website, you grant 2020 and all other users of the Website a worldwide, royalty-free, and nonexclusive license to reproduce, modify, distribute, transmit, display, perform, adapt, and publish the User Content (including in digital form).
4.3. Unless otherwise explicitly stated, herein, any User Content provided by you in connection with this Website shall be deemed to be provided on a non proprietary and non confidential basis. 2020 shall have no obligation of any kind with respect to such User Content and shall be free to use or disseminate such User Content on an unrestricted basis for any purpose. You have full responsibility for the User Content, including their legality, reliability, appropriateness, originality and copyright including email messages, newsgroup postings, chat, and personal or business web pages.
4.4. You agree not to post or store on the Website any User Content that violates or infringes anyone’s intellectual property rights (including copyrights, trademarks, trade secrets, patents, publicity rights or (to the extent protectable) confidential ideas) or that is obscene, obscene as to minors, child pornography, defamatory, racist, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable.
4.5. 2020 reserves the right to edit or remove User Content that we become aware of and determine to be harmful, offensive or otherwise in violation of these Terms. 2020 may also remove User Content that contains third-party commercial advertisements, is inaccurate or includes unauthorized disclosure or personal information. Violation of these restrictions (“Restrictions”) may also result in the termination or suspension of your Account. These Restrictions apply to all User Content provided to or through the Services.
4.6. You agree not to use the Services in any way for spamming or to transmit chain letters, junk email or bulk communications. In the event of such spamming, 2020 is entitled to obtain injunctive relief against any such transmission (in addition to all other remedies available at law or in equity). 2020 reserves the right to block, filter or delete unsolicited email. Furthermore, you agree not to transmit unsolicited or bulk communications to any Account holder or to any 2020 email address (regardless of whether you use the Services to transmit any such communication).
4.7. You agree not to use any 2020 domain name as a pseudonymous return email address for any communications that you transmit from another location or through another service; and you may not pretend to be someone else or spoof their identity when using the Services.
4.8. You agree not to use the Services for any unlawful activities not otherwise covered above. Additionally, you agree NOT to use the Services to:
4.8.1. copy, modify, host, stream, sublicense, or resell the Services in any manner;
4.8.2. enable or allow others to use the Service using your Account Information;
4.8.3. use the Content or the Services to construct any kind of database;
4.8.4. access or attempt to access the Services by any means other than the interface we provided or authorized;
4.8.5. circumvent any access or use restrictions put into place to prevent certain uses of the Services;
4.8.6. share Content or engage in behavior that violates anyone’s Intellectual Property Right;
4.8.7. upload or share any Content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful;
4.8.8. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
4.8.9. attempt to disable, impair, or destroy the Services;
4.8.10. disrupt, abuse, interfere with, or inhibit any other user from using the Services;
4.8.11. engage in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;
4.8.12. place advertisement of any products or services within the Services unless otherwise permitted by 2020;
4.8.13. use any data mining or similar data gathering and extraction methods in connection with the Services;
4.8.14. use the Services or the Content to compete with us in any way whatsoever;
4.8.15. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services or develop hidden pages or images (those not linked to the Website from another accessible page);
4.8.16. intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law; or
4.8.17. collect or store personal data about other users.

5. INVENTIONS, OWNERSHIP, RIGHTS AND LIABILITY
5.1. In the 2020 Forums you have the opportunity to actively participate by creating, providing, sharing and uploading information to the Forums such as comments, ideas or suggestions for new or improved software products, technologies, marketing/advertising campaigns or product names, data, articles, documents, discussion forum threads, blog entries, computer code, such as software sample code, source code, scripts, patches, bug fixes, binaries or executables, or other information (collectively “Inventions”). Inventions in the Forums are subject to the Terms. 2020 assumes no responsibility or liability over the sharing of Inventions among users.
5.2. Any Inventions provided by you to the Forums may be editable and freely used by 2020 and other users without having to give any credit or compensation. Ways in which your Inventions may be used include, but are not limited to, creating comments, articles, documents, FAQs, or knowledge bases. For example, users may incorporate discussion threads written by other users into new documents. Additionally, users may incorporate documents written by others to create a new list of FAQs. 2020 shall have the right to retain and use Inventions, in edited or unedited form, for any purpose in any way including but not limited to re-posting such Inventions to other areas of the Forums, by using Inventions in current or future products or services. Therefore, do not upload Inventions to the Forums unless you agree to these Terms of Use. 2020 is under no obligation to post or use any Inventions provided by users and 2020 may in fact remove any Inventions at any time at its sole discretion for any reasons.
5.3. 2020 does not claim ownership of any Inventions that you or other users post, upload, submit or otherwise provide to the Forums. By providing Inventions to the Forums, you grant to 2020 a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute such Inventions and derivative works. Additionally, by providing Inventions to the Forums, you grant to 2020 a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable patent license to make, have made, use, offer to sell, export, and otherwise transfer or sublicense such Inventions. You also grant 2020 and all users of the Forums the permission to use your Inventions in other areas of the Forums and for other commercial or non-commercial uses.
5.4. In order to grant 2020 and other users of the Forums the rights, permissions and licenses contained herein, you represent and warrant that you either own or have all the necessary intellectual property rights in the Inventions uploaded or shared to the Forums and that your Inventions are non-infringing on the patent, copyright or other intellectual property rights of others. Do not post, upload, submit or otherwise provide Inventions to the Forums that are protected by the intellectual property rights of others, unless you own or have the necessary rights or licenses to use such Inventions.
5.5. All Inventions are deemed to be provided on a non-confidential basis. 2020 is under no obligation to and does not control the Inventions created, provided or uploaded to the Forums. The nature of some Inventions may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. 2020 reserves the right to take down and remove Inventions that are flagged by users or deemed by 2020 as objectionable. However, 2020 is under no duty to take down or remove any Inventions.

6. INDEMNITY
6.1. You agree to indemnify and hold 2020, and its subsidiaries, affiliates, officers, agents or other partners and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your User Content, your Inventions, your use of the Services, including any use by your employees, your connection to the Services, your violation of the Terms, or your violation of any rights of another.

7. NOTICES; MODIFICATION AND TERMINATION OF SERVICES OR ACCOUNT
7.1. 2020 may provide notices of changes to the Terms or other matters by displaying notices or links to notices to you generally on the Website. 2020 reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services or the Accounts (or any part thereof) without notice or with notice directly on the Website. 2020 may make changes to the 2020 Online Store, including regarding products, services, programs, and prices, at any time without notice. 2020, in its sole discretion, may terminate your password, your use of the Services, the privileges attached to your Account or your use of any other 2020 service, and remove and discard any User Content within the Services, for any reason, including, without limitation, for lack of use or if 2020 believes that you have violated or acted inconsistently with the letter or spirit of the Terms. Any termination of your access to the Services under any provision of the Terms may be effected with or without prior notice, and 2020 may immediately de-activate or delete your Account and all related information and files in your Account and/or bar any further access to such files or the Services. 2020 will not be liable to you or any third-party for any termination, modification, or suspension of the Services.

8. ADVERTISEMENTS AND THIRD PARTY SERVICES
8.1. 2020 may run advertisements and promotions from third parties on the Services. Any correspondence or business dealings with, or participation in promotions of, advertisers other than 2020 found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. 2020 is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-2020 advertisers on the Services.
8.2. The Website may provide links to third party Internet sites or resources. Because 2020 has no control over such sites and resources, you acknowledge and agree that 2020 is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. 2020 is providing these links to you only as a convenience, and the inclusion of any link to such sites does not imply endorsement by 2020 of those sites. 2020 will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third party content, goods or services available on or through any such site or resource.
8.3. 2020 may use a third-party service provider (e.g. Cleverbridge) to manage and administer 2020’s payments processes on the Website. This service provider may collect personally identifiable information about you to be able to provide services to 2020. Personally information collected by such third-party may be subject to such third-party’s privacy policy. We invite you to consult such third party’s privacy policy and web terms of use prior to proceeding.
8.4. Find 2020’s policy regarding cookies here.

9. INTELLECTUAL PROPERTY RIGHTS
9.1. The Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Any third party content contained in third-party advertisements or information presented to you through the Services or advertisers is protected by copyrights, trademarks, service marks, patents, publicity rights, or other proprietary rights and laws. Except as expressly authorized by 2020 or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on such third-party content, in whole or in part.
9.2. All Content (except for the User Content) provided on this Website is provided by or to 2020 by its respective manufacturers, authors, developers and vendors (the “Third Party Providers”) and is the copyrighted work of 2020 and/or the Third Party Providers. Except as stated herein, none of the Content may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior express written permission of 2020 or the Third Party Provider. No part of the Website, including logos, graphics, sounds or images, may be reproduced or retransmitted in any way, or by any means, without the prior express written permission of 2020. You also may not, without 2020’s prior express written permission, “mirror” any Content contained on this Website on any other server.
9.3. Except for the license to the User Content and Inventions per Section 4 and 5 above, nothing on this Website shall be construed as conferring any license under any of 2020’s or any Third Party Provider’s intellectual property rights, whether by estoppel, implication, or otherwise. You acknowledge sole responsibility for obtaining any such licenses.
9.4. Third party content or User Content has not been independently authenticated in whole or in part by 2020. 2020 does not provide, sell, license, or lease any of the Third Party or User Content other than those specifically identified as being provided by 2020.

10. DISCLAIMER OF WARRANTIES
10.1. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. 2020 DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT OR NONINFRINGEMENT. 2020 MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY OF THE SERVICES OR THE CONTENT CONTAINED ON THE WEBSITE. IN NO EVENT WILL 2020 OR ITS SUPPLIERS BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE CONTENT OR INFORMATION FROM THE WEBSITE.
10.2. 2020 MAKES NO WARRANTY OR CONDITION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SOFTWARE, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR THAT (v) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.
10.3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
10.4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM 2020 OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THE TERMS. 2020’S EMPLOYEES ARE NOT AUTHORIZED TO VARY THESE TERMS.

11. LIMITATION OF LIABILITY
11.1. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, 2020 IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE (EVEN IF 2020 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO: (i) THE USE OF OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, SOFTWARE, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA OR ACCOUNT; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES AND THE WEBSITE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES, INCLUDING CONTENT YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE FROM THE WEBSITE.
11.2. YOU HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA USED IN CONNECTION WITH THE WEBSITE AND WILL NOT MAKE A CLAIM AGAINST 2020 FOR LOST DATA, RE-RUN TIME, INACCURATE OUTPUT, WORK DELAYS OR LOST PROFITS RESULTING FROM THE USE OF THE CONTENT OR SERVICES.
11.3. YOU AGREE TO HOLD 2020 HARMLESS FROM, AND YOU COVENANT NOT TO SUE 2020 FOR, ANY CLAIMS BASED ON USING THE WEBSITE, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

12. GENERAL INFORMATION
12.1. The Terms constitute the entire agreement between you and 2020 and govern your use of the Services, superseding any prior agreements between you and 2020 (including, but not limited to, any prior versions of the Terms). You also may be subject to additional terms and conditions that may apply when you use other 2020 services (such as the CiC Services or when purchasing 2020 Software licenses). You must not assign or otherwise transfer the Terms nor any right granted hereunder. Any obligations that expressly or by implication are intended to survive termination will survive.
12.2. The laws of the Province of Quebec (Canada) govern any action related to the Terms. No choice of law rules of any jurisdiction apply. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods. You and 2020 agree to submit to the personal and exclusive jurisdiction of the provincial courts located within the Province of Quebec.
12.3. 2020 controls and operates this Website from its headquarters in Quebec (Canada) and makes no representation that the Services or the Content is appropriate or available for use in other locations. If You use this Website from other locations, you are responsible for compliance with applicable local laws including but not limited to the export and import regulations of other countries.
12.4. This Website could include inaccuracies or typographical errors. 2020 and the Third Party Providers may make improvements and/or changes in the products, services, programs, and prices described in this Website at any time with or without notice. Changes are periodically made to the Website. 2020 may amend these Terms at any time by posting the amended terms on this site.
12.5. The failure of 2020 to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. If a court of competent jurisdiction finds any provision of the Terms to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. The section titles in the Terms are for convenience only and have no legal or contractual effect.
12.6. These Terms represent the entire understanding relating to the use of the Website and prevail over any prior or contemporaneous, conflicting, or additional, communications.