Terms of Use

1. Acceptance of the terms

These terms of use (the "Terms") govern access to and use of the Cieblink platform (the "Platform") operated by 8240167 Canada Inc., doing business as Les logiciels Cienapps / Cienapps Software ("Cienapps", "we").

By accessing the Platform, creating an account, or using it in any way, you acknowledge that you have read, understood, and unreservedly accepted these Terms as well as the Privacy Policy.

If you do not accept these Terms, you must not use the Platform.

2. Definitions

3. Nature of the Platform — Cieblink is a technical intermediary

Cieblink is a B2B technology platform that facilitates connections between Buyers and Suppliers and the structured processing of orders and catalogues. Cieblink is not a party to the commercial contracts entered into between Buyers and Suppliers.

Cienapps:

• does not sell or buy products via the Platform;
• does not manufacture, ship, or deliver products;
• does not set prices, payment terms, delivery terms, warranties, or returns, which are the exclusive responsibility of the Supplier;
• is not responsible for the quality, conformity, availability, lead times, or any other aspect of the products or services exchanged between a Buyer and a Supplier.

4. Eligibility

The Platform is intended exclusively for professional use by legally constituted businesses. By creating an account, you represent and warrant:

• that you are of the legal age of majority in your jurisdiction;
• that you act on behalf of a legally constituted business;
• that you have the authority required to bind that business;
• that the information provided is accurate, complete, and up to date.

5. Account creation and management

5.1 Registration

Registration requires the provision of accurate information. The Company is responsible for keeping this information up to date.

5.2 Account security

You are responsible for the confidentiality of your credentials (username, password, API keys) and for all activity carried out under your account. You undertake to:

• choose a strong password;
• not share your credentials;
• notify us immediately at support@cienapps.com in the event of suspected unauthorized use.

5.3 Activation of the API module

Use of the Cieblink API (V3) requires prior activation by a Cieblink administrator. Any API route must first be tested on the lab.cieblink.com environment before being deployed to production by the User.

6. Buyer obligations

The Buyer undertakes in particular to:

• provide accurate information when creating orders;
• comply with the commercial terms specific to each Supplier (payment terms, minimum orders, delivery terms);
• pay Suppliers according to the terms agreed directly with them;
• not use the Platform for unfair competition, mass collection of catalogue data, or any other activity contrary to its purpose;
• respect the confidentiality of the information it accesses (in particular within private catalogues or via the supplier private mode).

7. Supplier obligations

The Supplier undertakes in particular to:

• provide catalogue information that is accurate, up to date, and consistent with reality (descriptions, prices, availability, characteristics);
• process received orders in accordance with the commitments stated in its catalogue or terms of sale;
• meet the communicated delivery times or notify the Buyer in a timely manner;
• assume responsibility for the quality, conformity, and after-sales service of the products supplied;
• maintain adequate insurance coverage for its commercial activities;
• warrant that it holds all rights (intellectual property, images, trademarks) in the Content it publishes.

8. Transactions between Buyers and Suppliers

8.1 Formation of the contract

Any Transaction concluded via the Platform constitutes a bilateral contract between the Buyer and the Supplier, distinct from these Terms. The specific terms (price, payment, delivery, returns, warranties) are those agreed between the parties or, failing that, those published by the Supplier.

8.2 Payments

Unless a payment service is explicitly integrated by the Platform, payments are made directly between the Buyer and the Supplier, outside the Platform. Cienapps is neither an agent nor a custodian of the amounts exchanged.

8.3 Commercial disputes

Any dispute relating to a Transaction (quality, delivery, payment, conformity) must be settled directly between the Buyer and the Supplier. Cienapps may, at its sole discretion and without obligation, provide technical assistance (log extraction, copies of orders) to support resolution.

9. Your content

9.1 Ownership

You retain all intellectual property rights in the Content you publish on the Platform.

9.2 License granted to Cienapps

By publishing Content, you grant Cienapps a worldwide, non-exclusive, royalty-free license, for the duration of your use of the Services, to host, store, reproduce, index, technically adapt, and display this Content, solely for the purposes of providing, operating, and improving the Platform.

This license ends when you delete your Content or close your account, except for backup copies and legal retention obligations.

9.3 Warranties

You represent and warrant that you hold all rights necessary to the Content published and that it does not infringe any third-party rights (intellectual property, privacy, contractual, or otherwise).

10. Prohibited conduct

The following are prohibited in particular:

• using the Platform for illegal or fraudulent purposes or purposes contrary to public order;
• attempting to access accounts or data without authorization;
• mass extraction (scraping) of Platform content without written agreement;
• circumventing security, authentication, or limitation mechanisms;
• publishing false, defamatory, offensive Content or Content harmful to third parties;
• introducing malicious code or disrupting the operation of the Platform;
• reselling, renting, or sublicensing access to the Platform without authorization.

11. Cienapps intellectual property

The Platform, its components (software, interfaces, trademarks, logos, original content), and all improvements made to it are the exclusive property of 8240167 Canada Inc. or its licensors. No intellectual property right is transferred to you as a result of your use of the Services.

The Cienapps, Cieblink, and Ciemetric trademarks may not be used without our prior written consent.

12. Modifications, suspension, and termination

12.1 Modifications to the Platform

We may at any time add, modify, suspend, or remove Platform features. When a substantial change affects your use, we will inform you through the release notes in the Platform or by email.

12.2 Suspension or termination by Cienapps

We may suspend or terminate your access, in whole or in part, without notice:

• in the event of a breach of these Terms;
• in the event of activity presenting a risk of security, fraud, or harm to third parties;
• in the event of failure to pay applicable fees;
• to comply with a legal obligation.

12.3 Termination by the User

You may close your account at any time by contacting us. Outstanding financial obligations, confidentiality obligations, and clauses that by their nature survive termination remain in effect.

12.4 Effect of termination

Upon termination, your access ceases. We will provide, upon reasonable request, a copy of your data in a structured format, subject to legal retention obligations.

13. Availability and warranties

We strive to ensure high availability of the Platform. However, the Services are provided "as is" and "as available", without express or implied warranty as to:

• the accuracy, completeness, or reliability of Content published by Users;
• uninterrupted or error-free availability;
• fitness for a particular purpose.

To the extent permitted by law, we exclude any implied warranty of merchantability, fitness for a particular purpose, and non-infringement.

14. Limitation of liability

To the extent permitted by applicable law, Cienapps, its officers, employees, and suppliers shall not be liable for:

• any indirect, incidental, special, consequential, or exemplary damages (including loss of profits, revenue, data, or goodwill);
• any harm resulting from an act or omission of another User (Buyer or Supplier);
• any interruption, loss of data, or security breach resulting from an event beyond our reasonable control.

In any event, Cienapps' total aggregate liability to a Company under these Terms is limited to the amount actually paid by that Company to Cienapps during the twelve (12) months preceding the event giving rise to the claim.

15. Indemnification

You agree to indemnify and hold Cienapps harmless from any claim, loss, liability, or expense (including reasonable attorneys' fees) arising from:

• your breach of these Terms;
• your violation of the rights of a third party;
• the Content you publish on the Platform;
• a Transaction to which you are a party.

16. Force majeure

Neither party shall be held liable for a failure caused by a force majeure event (natural disaster, armed conflict, pandemic, large-scale cyberattack, failure of an essential infrastructure provider, government action, etc.).

17. Links to third-party sites

The Platform may contain links to external sites that we do not control. Cienapps assumes no responsibility for the content, practices, or policies of these third-party sites.

18. Changes to the Terms

We may amend these Terms. Changes will take effect upon publication on the Platform. In the event of a substantial change, we will notify you by email or by a clearly visible notice in the Platform. Your continued use after the change takes effect constitutes acceptance.

19. General provisions

19.1 Entire agreement

These Terms, together with the Privacy Policy and any specific terms applicable to a particular Service, constitute the entire agreement between you and Cienapps.

19.2 Severability

If a provision is held to be invalid or unenforceable, the other provisions remain in effect.

19.3 Waiver

Cienapps' failure to require strict performance of a provision does not constitute a waiver of that provision.

19.4 Assignment

You may not assign your rights or obligations under these Terms without our written consent. Cienapps may freely assign these Terms in the context of a corporate transaction.

20. Governing law and jurisdiction

These Terms are governed by the laws of the province of Québec and the laws of Canada applicable therein, excluding their conflict-of-law rules.

Any dispute relating to these Terms shall be subject to the exclusive jurisdiction of the courts of the judicial district of Terrebonne, province of Québec, Canada.

21. Contact information

8240167 Canada Inc.
Doing business as Les logiciels Cienapps / Cienapps Software
2697 Boulevard du Curé-Labelle, Prévost (Québec) J0R 1T0, Canada
General email: support@cienapps.com
Privacy: privacy@cienapps.com