CONTRAT – ONLINE STORE

This contract is entered into between:

VIGILANCE SANTÉ INC. (hereinafter “Vigilance”), a legal entity with its head office at 202-440 Notre-Dame Street, Repentigny (Québec) J6A 2T4, Canada;

and:

YOU (hereinafter the “ Client” or “ you”), the natural person or legal entity (such as a corporation) having previously completed online registration for remote access to all Vigilance databases and information systems (the “ Online Store Product”), whose contact details are those listed in the order confirmation email sent by Vigilance (the “ Confirmation”).

The terms and conditions of this Contract govern all rights of use granting access to the Online Store Product, whether through software as a service, installed software, or a mobile application. Vigilance invites the Client to read these terms carefully before accepting them and to print a copy of the Contract for their records.

By accepting this Contract, the Client confirms having read and accepted the General Terms of Use of Information Assets, the Privacy Policy – Information Assets, and the Website Privacy Policy, referenced here in and incorporated by reference (the “Terms and Policies”). Together with the Confirmation, the Terms and Policies form the contract between the Client and Vigilance (the “ Contract”).

The Client may contact Vigilance at the following:

Telephone: (450) 582-3917 or 1-844-582-3917

Email: info@vigilance.ca

Fax: (450) 582-6106

PART 1 : Purpose and Price

1. Right of Access and Use. In consideration of the Price payable to Vigilance under Section 2 and compliance with the Contract, Vigilance grants the Client a limited, non-transferable, and non-exclusive right of access to and use of the Online Store Product, according to the option chosen and as described in more detail in the Confirmation (the “ Client Subscription”).

To determine the cost of services not included in the Client Subscription or to add them, the Client may refer to the Vigilance website. Such additional services may be added by the Client through the “my account” section of the Online Store Product by selecting the desired services.

1. Price and Payment. The cost of the Online Store Product payable to Vigilance is that detailed in the Confirmation, plus applicable taxes (the “Price”).

Note: For this payment, you will be redirected to an external transaction platform of Stripe. During the transaction, you will also be subject to the terms of use of this external platform. The payment methods offered by Stripe are Visa, MasterCard, and American Express.

During the Indefinite Term, if applicable, the Price will be paid monthly or annually on a recurring basis by preauthorized payment on the credit card referred to in Section 3, at the chosen subscription rate and subject to any Price changes under Section 11.

1. Formation of the Contract. The Contract is formed on the date and at the time when the Client accepts the terms and conditions of this Contract and provides a valid credit card number. Access to the Online Store Product will be activated upon transmission of the Confirmation and will remain functional during the Term (or the Indefinite Term, if applicable) in accordance with this Contract. The Contract is deemed concluded at the physical address provided during the Client’s registration and as shown in the Confirmation.

1. Term. The duration of the Contract is as indicated in the Confirmation (the “ Term”).

1. Continuation. Between the 90th and 60th day before the end of the Contract Term, Vigilance will send the Client a written notice reminding them of the end date, if applicable. After this date, if the Client has not terminated the Contract under Section 8, the Contract will be continued for an indefinite term (the “Indefinite Term”).

Vigilance reserves the right not to continue the Contract at the end of the Term. Furthermore, in case of continuation, Vigilance reserves the right to terminate the Contract, at its sole discretion and at any time during the Indefinite Term, by sending the Client written notice at least sixty (60) days before the termination date (this date being a Termination Date under Section 10).

PART II :Technical Requirements for the Online Store Product

1. Required Equipment. To access and use the Online Store Product, the Client must have the following functional equipment:

a) A computer, smartphone, or tablet capable of supporting the following:

i) Activation of:

1. Javascript; and
2. Cookies.

ii) A compatible browser, being an up-to-date version of one of the following:

1. Safari on MacOS or iOS;
2. Internet Explorer version 11 on Windows, Mac, Linux, Android, or iOS;
3. Microsoft Edge on Windows, Mac, Linux, Android, or iOS; or
4. Chrome on Windows, Mac, Linux, Android, or iOS.

b) An internet connection with a minimum required speed of 5 Mbps downstream and upstream, with capacity available when the Client wishes to use the Online Store Product.

This is in addition to what is provided in Section 3 of the General Terms of Use of Information Assets.

PART III : Termination

1. A “ Termination Date” has the meaning given to it in the context of each paragraph where it appears capitalized in this Contract.

1. Termination by the Client. The Client may, at any time and at their discretion, terminate the Contract by written notice to Vigilance, either by sending it directly or by using the “my account” section of the Online Store Product to unsubscribe. This termination takes effect upon transmission of the Client’s notice to Vigilance or on the date specified in that notice (this date being a Termination Date under Section 10).

1. Default and Consequences. The Client will be in default in the following cases:

1. In case of non-compliance with the Contract, in which case Vigilance may exercise the rights provided in Section 4.1 of the General Terms of Use of Information Assets, without limiting Vigilance’s right to termination. The Client may then be temporarily unable to access the Online Store Product, their account information, data, and any other resources related to the Online Store Product. Vigilance will only restore access after the default has been corrected, unless otherwise agreed in writing.

If the Client does not remedy the default within the time indicated in Vigilance’s notice, and absent a written agreement, the Contract will be deemed terminated on the day after the expiration of that period (this date being a Termination Date under Section 10).

1. In case of a serious or material breach of the Contract, in which case the Contract will be terminated by written notice from Vigilance to the Client indicating the Termination Date.

1. Without limiting the foregoing, failure by the Client to pay the Price, whether due to an invalid credit card under Section 3 or otherwise, will result in termination of the Contract unless corrected within fifteen (15) days following Vigilance’s written notice (the day after the expiration of this period being a Termination Date under Section 10).

1. Consequences of Termination. In the event of termination under this Contract, Vigilance, without prejudice to its other rights and remedies:

1. Will not provide any refund during the Term; and

1. Will not provide any refund during the Indefinite Term, except if the Client notifies Vigilance in writing of their intention to terminate the Contract within thirty (30) days following the last Annual Payment. If the thirty (30)-day period is respected:

i) the notice of termination will operate as immediate termination on the date of transmission by the Client to Vigilance; and

ii) Vigilance will refund the full amount of the last Annual Payment in question to the Client’s credit card referred to in Section 3.

PART IV: General Provisions

1. Modification. Vigilance may modify this Contract (including the Terms and Policies, the technical requirements for the Online Store Product, and, if the Contract is continued for an Indefinite Term, the price of the Online Store Product), notably to reflect any change in applicable law regarding the Online Store Product or personal information, or any minor modification to the Online Store Product. Vigilance will send the Client written notice at least thirty (30) days before the modification takes effect.

Upon receipt of the modification notice, the Client may:

1. Approve the modification; or

1. Terminate the Contract without cost, penalty, or termination indemnity, by sending Vigilance written notice no later than thirty (30) days after the modification takes effect.

In the absence of a response, the Client will be deemed to have accepted the modification thirty (30) days after it takes effect.

1. Notices. The Client undertakes to send all notices intended for Vigilance to the contact details set out above in this Contract.

Any notice to the Client from Vigilance will be sent to the email address provided by the Client and appearing in the Confirmation. In case of a change in their email address, the Client understands they must notify Vigilance immediately in writing.

1. Jurisdiction. Subject to mandatory laws, the Contract is governed by the laws of the Province of Québec and the applicable laws of Canada. Any dispute between the Client and Vigilance arising from the Contract shall be submitted to the exclusive jurisdiction of the courts of the Province of Québec.

1. Acknowledgment. Before entering into the Contract, the Client acknowledges having reviewed it, together with the Terms and Policies and the forms used to provide their contact information, and having found no errors requiring correction, and also acknowledges having been given the opportunity to accept or refuse the offer. By proceeding with the purchase, the Client declares having accepted the Contract.