USER AGREEMENT

This User Agreement provides the terms and conditions under which you are allowed to access and use the 2PS Web Platforms.

This agreement must be read in conjunction with the Confidentiality Policy, and for Consultants the Terms of Use applicable to candidates and consultants which are an integral part hereof and which bind you to 2PS.

"2PS", "we", "our" refers to Present Profit Inc. and any successor thereto.

"Additional charges" refers to the charges that a Consultant can add to the Service Agreement entered into between him or herself and the Client, which will be invoiced directly to the Client by the Consultant and which cannot be paid directly from the Bank of Credits acquired by the Client unless otherwise agreed. These additional charges cannot in any event be fees payable for the Services rendered directly by the Consultant or his or her employees, but may relate to charges due to the intervention of subcontractors who are not Consultants.

"Administrative costs" refers to the 10% costs that 2PS charges on the payment of a Client from the purchase of a Bank of Credits and which are collected by the office for the administration of the Web Platforms. These fees are subject to applicable taxes on goods and services in the Province of Quebec, Canada and are not refundable.

"Bank of Credits" refers to an amount of Credits that have been prepaid by the Client, intended solely for the payment for services rendered by the Consultants.

"Candidate" refers to a person aspiring to become a 2PS Consultant who is sponsored by a Consultant with the agreement of 2PS. For the purposes hereof, the Sponsor is liable for all the obligations of the Candidate.

"Client" refers to a legal entity or an individual who operates a business and who requests research or the services offered by one or more Consultants.

"Client Account" refers to the account that is created by 2PS exclusively to enter the funds attributable to the Bank of Credits of the Client and as to which the Consultant has entered a Service Agreement with the Client to register his or her fees for Services rendered and thus debit the Bank of Credits of the Client.

"Consultant" refers to an individual who wishes to personally deliver Services to Clients. This person may or may not be bound by an employment agreement or otherwise, to a legal entity whose name may, at the request of the Consultant, be associated to his or hers in his/her Profile. In that event, the Consultant and the related legal entity shall jointly meet the obligations of the Consultant under the terms hereunder.

"Content" refers to the content broadcast, published or otherwise made publicly available by 2PS or any User, such as information or descriptions relating to the Consultants or to services, advertising and, in general, opinions, information, comments, descriptions, promotional or informational articles, images, photographs, data, reports, graphics or files that can be downloaded or accessed or shared on web platforms and other elements that can be made available to the public via the Web Platforms.  

“Credit” refers to the base unit for the price of a service. One Credit is usually exchangeable for one Hour of consulting work. However, the Client and the Consultant may agree on a higher or lower exchange rate. Credits bought do not expire. Credits are not refundable and not transferable to another Client of 2PS.

“Hour” refers to the unit of time that the Consultant spends on a service for the Client.

“Monthly Plan” refers  to an amount of money the Client agrees to pay every month to add Credits to the Client’s Bank of Credits. The client’s bank of Credits will be topped up automatically every calendar month with the client’s chosen number of Credits.

“One-off Payment” refers to an amount of money the Client agrees to pay on a casual basis to add Credits to the Client’s Bank of Credits. The client is able to buy any number of Credits at any point in time, without further obligations.

"Payment Fee" refers to the 5% fee that 2PS charges to cover expenses related to payment, including the fees of payment intermediaries (e.g. PayPal).

"Profile" refers to the user account created by the Consultant and accessible to the public via the Web Platforms. This profile must be created using the full and legal name of the Consultant, but may include the name of the legal entity to which the Consultant is bound by an employment contract or otherwise. In that case, the Consultant states that it may legally commit such legal entity and make it a party hereto.

"Service” or “Services" refers to the Services offered by the Consultants to companies, which are more fully described on the Web Platforms and include in particular services in the field of communication, marketing, finance, technological development, stimulation and monitoring of innovation, protection and safeguarding of the company and development of the organization.

"Service Agreement" refers to the written agreement entered into between the Client and the Consultant(s) or, failing that, under Article 2.4 hereof. Despite anything to the contrary, 2PS is not a party to that agreement.

"Sponsorship" or "Sponsor" refers to that a Consultant agrees to assist a Candidate in the use of the Web Platforms during the first 10 credits of services rendered to Clients. Any sponsorship is subject to the acceptance of 2PS and to the additional conditions that it may establish.

"Statements" refers to the statements issued by 2PS on the basis of information recorded in the Client Account.

"Taxes" refers to all sales taxes, value added taxes, taxes on goods and services or other taxes, deductions, charges or contributions, of any kind, that the Consultant may have a legal obligation to collect and / or retain and to forward to a local or other authority under the law applicable thereto.

"User" refers to a Client, a Consultant or any other person who accesses or uses the Web Platforms.

"User Agreement" refers to collectively this User Agreement and the Confidentiality Policy which together constitute the User Agreement.

"Web Platforms" refers to the websites accessible at the addresses www.2ps.com, http://presentprofit.com and http://2ps.com/apps, including in particular the 2PS blog, the 2PS Newsletter and any mobile application or other product or service developed or that may be developed by 2PS in connection with the purpose of these Web Platforms.

  1. BEFORE ALL ELSE, YOUR COMMITMENTS

Before accessing or using the Web Platforms, every User has to read the entire User Agreement (as defined above) and accept all terms and conditions thereof. The User Agreement applies to every User, at each visit or use of the Web Platforms.  

Certain products or services of 2PS whether or not they are constituent parts of the Web Platforms may have additional terms of use that 2PS will submit to the User at the time of their use.

  1. GENERAL TERMS OF USE
  1. ABOUT  2PS

2PS is a company operating Web Platforms allowing it to bring together people who provide services in a multitude of areas, the Consultants, with companies who wish to obtain Services, the Clients.

The Web Platforms, as tools for the companies, serve as intermediaries allowing companies to build a Consultant-Client business communications network quickly and the Consultants to collaborate among themselves for certain Services that they offer jointly.

  1. THE ROLE AND OBLIGATIONS OF 2PS

The role and obligations of 2PS are limited to the following : (i) to facilitate access to the Web Platforms and (ii) to collect payments from Clients in the name and for the account of the Consultants and to remit the fees due to the Consultants pursuant to the terms herein.

2PS, its subsidiaries, partners and their respective administrators, employees and agents shall not be liable for damages resulting from the use of the Web Platforms by a User, regardless of the nature of the damages.

The Web Platforms are controlled and operated in the Province of Quebec, Canada. 2PS makes no representation or warranty to the effect that they are appropriate or available for use outside the Province of Quebec.

  1. NO SERVICE RENDERED BY 2PS

The Services offered on the Web Platforms are offered and rendered exclusively by the Consultants, who may act individually or collectively.

No service mentioned on the Web Platforms is provided or performed directly by 2PS. Moreover, no mandate is created between the Client and 2PS, or between the Consultant and 2PS. The Consultant is solely and fully responsible for the Services it renders and the Client is solely and fully responsible for payment of the Services requested.  

  1. AGREEMENT BETWEEN THE CLIENT AND THE CONSULTANT

When a Client requests the Services of a Consultant and the latter accepts or when a Consultant offers his or her services to a Client and the latter accepts, the Client and the Consultant shall be deemed to have entered into a Service Agreement, to which 2PS is not a party and through which the Client agrees to use his or her Bank of Credits to pay for the Services of the Consultant and the Consultant undertakes to render the required Services to the Client. The Service Agreement shall mention as well all additional charges that the Client shall pay directly to the Consultant. The Client and the Consultant agree that none of the provisions of their Service Agreement is in conflict with any of the terms of this User Agreement.

The Client and the Consultant are solely responsible for ensuring they have both the capacity and authority to enter into the Service Agreement and that it complies with applicable legislation in effect.  Moreover, they acknowledge and agree that the relationship between them is that of independent contractors. Nothing in this User Agreement creates a partnership, a joint venture or an employment relationship between them.

  1. CONTENT ACCESSIBLE ON THE WEB PLATFORMS
  1. License granted to 2PS

Every time you make Content available or accessible on the Web Platforms, you state, as a User, that you are able to grant and hereby grant to 2PS a worldwide, non-exclusive, perpetual, irrevocable, transferable, sub-licensable license to use, download, publish, distribute, transmit, reproduce, modify, adapt, create derivative works from, perform and distribute the Content you have made available to the public via the Web Platforms, and in any form whatsoever and in any media present and future, in particular social media, but only in the context of the exploitation, development and promotion of the Web Platforms and their Content.

  1. Dissemination and access to Content

As a User, you acknowledge and agree that: (1) 2PS only acts as a portal when publishing Content from Users and it does not validate such Content in any way before making it accessible on the Web Platforms. 2PS disclaims any liability for the pertinence, decency, convenience, accuracy, completeness, comprehensiveness, legality, reliability, efficiency or availability of the said Content and the User agrees to be exposed to such Content.  (2) As a User, you represent and guarantee to 2PS that your Content does not violate any law and that you have all the rights, licenses, consents and permissions required to use and publish your Content. You will be held solely responsible for all Content that you make available on the Web Platforms and you undertake to indemnify 2PS for any claim that may be made against it because of your Content. (3) 2PS does not offer any guarantee to the effect that the Users’ Content is actually published or available on the Web Platforms and disclaims any liability in the event of deletion, storage failure, publishing error or premature publication of any Content. (4) 2PS reserves the right to delete or modify the Content made available by a User on the  Web Platforms for any reason whatsoever, in particular if 2PS considers that such Content violates or is likely to violate this User Agreement, and may prohibit any additional publication to a  User.

  1. Prohibited content

As a User, you represent and guarantee that your Content will be appropriate and that it will not be part of one or more of the following categories:

  1. Content that includes elements protected by the laws or rules of law applicable in matters of copyright, trademarks or protected by trade secret or otherwise subject to exclusive third party rights, unless you are the owner of these rights or the holder of an authorization  granting you the right to make such content available to the public and to grant to 2PS the license granted hereunder;
  2. Content consisting of falsehoods or misrepresentations that could damage 2PS or a third party;
  3. Content that is offensive, disrespectful, illegal, obscene, defamatory, threatening, harassing, hateful, racist, sexist or otherwise inappropriate or prejudicial to the opinion of 2PS;
  4. Content that encourages conduct that would be considered a criminal offense, that could result in a civil proceeding or that is otherwise inappropriate;
  5. Content, in particular in the form of files, which contains viruses, corrupted files, or any other similar software or program that may damage or interfere with the operation of third party devices or the Web Platforms;
  6. Advertising content or content including business solicitations (“junk” mail) which are not associated with Services offered by the Consultants, unless you have the written authorization of 2PS to do so;
  7. Political content or content that is not pertinent to the objectives of the Web Platforms in the opinion of 2PS.

  1. Prohibited use

You undertake as well not to:

  1. usurp the identity of  another natural person, legal entity or entity, or falsely state or otherwise misrepresent your relationship to a person or entity;
  2. suggest by your words or your Content that you are the holder in good standing of a professional title or degree governed by a professional order;
  3. collect or store personal information about other  Users;
  4. allow any use of your Client Account or your Profile by a third party; you will be responsible for any activity or action on your Client Account or your Profile whether you have authorized such activities or actions or not. You must immediately notify 2PS of any unauthorized use of your Client Account or Profile.

  1. No advice or recommendations

Considering the purpose of the Web Platforms, the Content that is made available therein by 2PS or the Users may contain information on legal, financial, fiscal or other matters. This information is general in nature and should not in any event be construed as being advice, a recommendation, a warning, an indication or other personalized communication made to a User. If you have questions or are looking for advice on your situation, you should consult a professional for advice.

  1. Links to external sites

The Web Platforms may contain links to third party websites which are not controlled by 2PS. In any event where 2PS has not evaluated the reliability of these websites, including advertisements, service offerings, events, promotions or others, and neither controls nor is responsible for Content (information, material, products or services) available on these website.

  1. COMPLAINTS ABOUT THE CONTENTS

2PS will analyze any complaint or request for Content removal that is sent to it by email at info@2ps.com and implement options that, in its sole discretion, are reasonable in such situations.

The following information shall be sent to 2PS together with the complaint or request for removal of Content, otherwise 2PS will not respond to the request:

  1. A sufficiently accurate description to find the desired Content, or at least the URL link where 2PS may find such Content.
  2. Your contact information, including your full name, address, telephone number and email address;
  3. The following statement, under which your signature must appear: “I hereby state in good faith and under oath that to the best of my knowledge the Content listed herein is illegal, defamatory or distributed in violation of the intellectual property rights that I have with regard to this content.”
  4. In the case of a violation of an intellectual property right, the statement referred to in paragraph ‘c’ must be signed by the owner or holder of the rights allegedly violated.

  1. UPDATING OF THE WEB PLATFORMS

The use of the Web Platforms may require the installation of software that must be downloaded to the computer, phone, tablet or other electronic device of the User. As a User, you accept the risks inherent to updates and release 2PS from any liability in case of incompatibility, virus or damages caused to your devices as a result of such downloading and you agree that 2PS may update its Web Platforms automatically and that the access and use of them continue to be governed by the User Agreement.

  1. RISKS INHERENT TO WEB PLATFORMS

As a User, you should not assume that the Web Platforms will be free from errors, slow delivery or interruption of services. 2PS disclaims any liability for any harm arising directly or indirectly from these situations and you accept the risks resulting from the use of the Web Platforms.

You understand and agree to download or otherwise to obtain any materials or data via the Web Platforms at your own risk and you shall be solely liable for any damage to your devices or for any loss of data resulting from downloading such material or data. 2PS does not guarantee that its Web Platforms, their servers or emails sent are free of harmful components

  1. WARNINGS

The Web Platforms are provided "as is" without any guarantee of any kind. 2PS does not make any representation and does not offer any express or implied guarantee to the Users. Without limiting the scope of the foregoing, 2PS does not make any representation, does not offer any guarantee and disclaims any liability regarding i) the use or the inability to use the Web Platforms, ii) the Content available on or accessed on the Web Platforms, iii) the potential revenue of the Consultants, iv) the competence of the Consultants who offer their services through the Web Platforms and v) the effectiveness, nature, quality, legality, authenticity (non-infringement), ownership, performance and timely performance or otherwise, regarding the Services offered or rendered by the Consultants to the Clients through the Web Platforms

2PS does not guarantee the professional skills of Consultants, their ability to render Services or their right to use a professional title. 2PS exercises no control over the services performed by a Consultant to the benefit of a Client and incurs no liability in this regard. 2PS also disclaims any liability as to the representations that may be made by a Consultant for his or her Services. It is the Client’s responsibility to obtain references relative to a Consultant before entering into a contract with the latter. The Client agrees, at his or her own risk, to retain the services of a Consultant via the Web Platforms. Any claim against a Consultant should be addressed directly to him or her.

2PS does not perform any prior verification as to the Clients who use the Web Platforms and, therefore, the Consultant is responsible for conducting by him or herself any verification, whether financial or legal, with regard to a Client before entering into a Service Agreement with him or her or providing the required services for his or her company. 2PS disclaims any liability in this regard.

Moreover, without prejudice to the above, 2PS does not make any representation and does not offer any guarantee and disclaims any liability regarding the safety, reliability, speed and performance of the Web Platforms. 2PS disclaims any liability for any act or omission done by a User as a result of his or her use of the Web Platforms.

  1. DISCLAIMER OF LIABILITY

In addition to other provisions of this User Agreement limiting or excluding the liability of 2PS, to the extent permitted by law, in any event 2PS, its subsidiaries, partners and their administrators, employees and representatives shall not be held liable, in any capacity whatsoever, for:

  1. any direct, indirect, special, incidental or consequential damage that you may suffer;
  2. any loss of revenue, loss of data, business interruption or lost profits that you may suffer;
  3. any claim, loss or damage, direct or indirect, that you may suffer in any manner whatsoever and that is connected directly or indirectly to the use of the Web Platforms or to the Services that were provided to you.

This provision does not limit your recourse against the Client or against the Consultant with whom you have contracted.

Without prejudice to the foregoing and insofar as it is permitted under applicable law, the overall liability for 2PS shall in no event exceed an amount of CAN $500 or, where appropriate, the equivalent of that amount in the currency of the country of residence.

  1. INDEMNIFICATION

As a User, you hereby undertake to indemnify and compensate 2PS, its subsidiaries, partners and their respective administrators, employees and agents from liability for any and all amounts (including extrajudicial charges and fees) that they may incur or pay because of a claim or judicial or extrajudicial proceedings in connection, or arising directly or indirectly from your use of the Web Platforms or from a breach of this User Agreement.

  1. CONFIDENTIALITY

You may at any time modify or correct the information you have provided to 2PS. 2PS does its best to protect the personal information that Users may enter in the Web Platforms. The risk of loss or theft of data is possible with the internet and portable devices. You understand, accept and assume the risk involved through the use of the Web Platforms, and agree not to consider the exchanges with 2PS and with other Users via the Web Platforms as a confidential means of communication. 2PS disclaims any liability for the damages that you or any other person may suffer following the transmission of confidential information to 2PS through the Web Platforms. You agree to provide all information required by 2PS and you consent to the collection, use, communication and disclosure when necessary, of your personal information.

  1. MODIFICATIONS TO THE USER AGREEMENT

This User Agreement may be modified or revised at any time without notice. Any modifications or revisions will take effect immediately upon publication on the website at www.2ps.com. In case of modification or revision, 2PS will notify you by a means of communication that it deems reasonable, such as notification at the time of your next visit or by sending an email, and your future use of the Web Platforms will confirm that you have accepted such modifications or revisions. You hereby agree that the conditions mentioned in the User Agreement, which is published on the website at www.2ps.com, when you use the Web Platforms, are those applicable to such use. If you do not agree with the changes to the User Agreement, stop using the Web Platforms.

  1. 2PS COMMUNICATIONS

2PS reserves the right to determine the form and the means to communicate with you, and you agree that any notice or notification may be made electronically if 2PS so decides. You also undertake to respond within a reasonable time to any communication from 2PS and to provide the required information, if any.  

  1. ENTIRE AGREEMENT

This User Agreement, as well as its modifications or revisions, if any, constitutes the entire agreement between 2PS and you as a User concerning the Web Platforms and cannot be supplemented by verbal representations.  

  1. SEVERABILITY

In the event that one or more provisions of this User Agreement were declared invalid or void by a court, such provision would be limited or eliminated to the extent strictly necessary, and the remaining provisions of this User Agreement would remain in force and have full effect.

  1. WAIVER

2PS does not waive any of its rights or remedies described in this User Agreement, unless such waiver is executed in writing and signed by a duly authorized representative of 2PS. Any delay or non-exercise of remedies by 2PS shall not be deemed a waiver of the exercise of such rights and 2PS may assert them at any time, in its sole discretion.  

  1. APPLICABLE LAW AND JURISDICTION

By using the Web Platforms, you agree that the laws in effect in the Province of Quebec, Canada, govern and regulate this User Agreement. For any claim or legal proceedings resulting from the application, implementation or interpretation of this User Agreement, the Superior Court of the Judicial District of Montreal, Province of Quebec, Canada, will have exclusive jurisdiction to hear such a dispute, to the exclusion of any other courts of the province of Quebec or any other jurisdiction that may have competence.

  1. PREDOMINANCE OF THE FRENCH VERSION IN CASE OF INCOMPATIBILITY

The French version has predominance in case of incompatibility following a translation.