Terms of Use

IMPORTANT: READ THIS AGREEMENT CAREFULLY IT IS A LEGAL CONTRACT GOVERNING YOUR USE OF 3SACCOUNTING AND CERTAIN SERVICES PROVIDED BY CLARISYS INC (“CLARISYS”).
BY CLICKING THE “ACCEPT” OPTION AND INSTALLING 3SACCOUNTING (THE “SOFTWARE”), YOU (ON BEHALF OF YOURSELF AND THE PARTY ON WHOSE COMPUTER THE SOFTWARE IS INSTALLED) CONFIRM THAT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
You are not required to accept these terms but, unless and until you do, the Software will not install and you will not be authorized to use the Software or the Services.
If you do not wish to agree to these terms, please select the “DO NOT ACCEPT” option and, if applicable, obtain a refund of the purchase price.

3SAccounting

1. Grant of license

1.1 Clarisys grants you (“Licensee”) a non-exclusive, non-transferable, limited license to use the Software and related services in accordance with these Terms of Use. You agree not to infringe our intellectual property and the intellectual property of any third parties with whom we have partnerships, and you will comply with the terms of any applicable license agreements.

1.2 The initial term of the license is the free useage period granted by Clarisys. Thereafter, you may extend the license term by purchasing log-in credits from Clarisys in the manner prescribed by Clarisys on the Site.

1.3 Clarisys may, without notice or liability, add, discontinue or revise the Software and related services.

1.4 Without prejudice to the foregoing, should there be a failure of, or error, omission, defect, deficiency, delay causing downtime, or inability to access the Software or related services for any length of time, including as a result of the permanent termination of service, Licensee acknowledges and agrees that, except as otherwise set out herein, its only remedy for any error, omission, defect, deficiency, delay or other failure of the Software or related services is to discontinue using the Software and related services.

1.5 Clarisys reserves the right to modify or change these Terms of Use at any time without giving prior notice. We shall, however, notify you of significant changes by posting an announcement on our websites, www.clarisys.ca and/or www.3saccounting.com (“Site”). Licensee’s use of the Software is subject to the most current Terms of Use posted on the Site at such time.

2. Conditions of Usage

2.1 If you register an account, you agree, represent and warrant that you will provide us with true, current, complete and accurate information requested in the registration form. You also will select a user name and password. You are responsible for keeping your user name, password, account details, and all information required in connection with your use of the Software confidential and up to date.

2.2 If you are not the business owner and are registering an account on behalf of a business, you represent and warrant that you have been authorized and directed by your business’s principals to open the account and that you have shared all user names, passwords and access credentials with other authorized representatives in your business.

2.3 You are entirely responsible for any activities that occur under your account. You agree to notify us immediately of any unauthorized access to, or use of, your account. You agree to hold harmless and release Clarisys from any loss or liability whatsoever that you may incur as a result of someone other than you using your username, password or account, either with or without your knowledge. You agree to indemnify Clarisys for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.

3. Ownership

3.1 As the Licensee, you own the media on which the Software is originally or subsequently recorded or fixed. Clarisys retains title and ownership of the software recorded on the media and all subsequent copies of the software, regardless of the form or media in or on which the original and other copies may exist. This license is not a sale of the original software or any copy.

3.2 Clarisys Inc. reserves all rights in the Software and related services not expressly granted by this license. All copyrights, trademarks and other conceivable intellectual property rights in and to the Software and related services as well as any and all documentation relating to the Software, any trade names, trademarks, service marks, logos, domain names or other distinctive brand features used with Software, related services, or Site are owned by Clarisys or, if applicable, its licensors, and are protected by Canadian and foreign copyright laws, international treaties and other applicable laws. Any copy of the Software you are allowed to make pursuant to this license must contain the entire copyright and other notices included with the original copy of the Software.

4. Copy restrictions

You may either a) make one copy of the Software solely for backup purposes, or b) transfer the Software to a single hard disk provided you keep the original solely for backup purposes. Unauthorized copying of the Software is expressly forbidden. You will be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this license.

5. Transfer restrictions

This Software is licensed only to you, the Licensee, and may not be transferred without the prior written consent of Clarisys. The terms and conditions of this license shall bind any authorized transferee of the Software. In no event may you transfer, assign, rent, lease, sell or otherwise dispose of the Software on a temporary or permanent basis except as expressly provided herein.

6. Updates

Clarisys, from time to time, may provide updates to the Software. Updates will be deemed Software for all purposes under this license. You acknowledge that you must routinely download and permit installation of updates in order to obtain maximum benefit from the Software. As part of the Software and service delivery of the Software, you further acknowledge that all or some portion of each update may be installed automatically without any action on your part. In no event shall Clarisys be obligated to provide you with updates, and Clarisys in its sole discretion may terminate updates for any version of the Software other than the most current version.

7. Indemnity

Noninfringement.

(i) Clarisys will indemnify, defend and hold harmless Licensee from and against any claim or suit that the Software, when used within the scope of this license and as intended by Clarisys, infringes on any patents, copyrights or trademarks under the laws of Canada; provided, however, Clarisys is immediately notified in writing of such claim and is given the right to control the defense of all such claims, lawsuits and other proceedings. In no event shall Licensee settle any such claim, lawsuit or proceeding without Clarisys’s prior written approval.

(ii) Clarisys shall have no liability or obligations under this Section 7 if the claimed infringement results from alterations or modifications to the Software, in whole or in part, or combinations of the Software (in whole or in part) with other programs or data not furnished by Clarisys, or Licensee’s use of any product other than a current, unaltered release of the Software (if such claim would have been avoided by the use of the current, unaltered release of the Software, except as otherwise stated herein). Further, Licensee agrees to indemnify Clarisys for any costs and damages that may be awarded against Clarisys on account thereof.

(b) Options for Infringement Claims.

If, as a result of any claim of infringement as set forth in Section 7 (i) above, Licensee is enjoined from using the Software in whole or in part, or if Clarisys believes that the Software is likely to become the subject of a claim of infringement, Clarisys, at its option and expense, may procure the right for Licensee to continue to use the Software in whole or in part, or replace or modify the Software as to make it noninfringing; provided, however, that such modifications do not substantially reduce the functionality of the Software. If neither of these two options is reasonably or commercially practicable in Clarisys’s sole and exclusive discretion, Clarisys may terminate the licence granted herein on thirty (30) days written notice, and refund to Licensee the monetary value of the unused log-in credits paid hereunder. THIS SECTION 7 (b) COMPRISES THE ENTIRE LIABILITY OF CLARISYS WITH RESPECT TO THE INFRINGEMENT OF ANY COPYRIGHT, PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS BY THE PROGRAM, OR ANY PARTS THEREOF.

8. Limited Warranty

Clarisys expressly disclaims any warranty for the Software. The Software is provided 'as is' without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, or fitness for a particular purpose. The entire risk arising out of use or performance of the Software remains with the Licensee.

9. Limitation of Liability

WITH THE EXCEPTION OF THE INFRINGEMENT CLAIMS AS SET FORTH IN ARTICLE 7 ABOVE, CLARISYS SHALL NOT BE LIABLE IN ANY WAY FOR LOSS OR DAMAGE OF ANY KIND RESULTING FROM THE USE OF THE SOFTWARE INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES OR ANY ABUSE, MISUSE OR CONDUCT OR CONDITIONS OUTSIDE THE CONTROL OF CLARISYS.

IF THE SOFTWARE PROVES DEFECTIVE, THE COMPLETE RISK TO THE QUALITY AND PERFORMANCE IS WITH YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

CLARISYS MAKES NO WARRANTY OR REPRESENTATION THAT THE INFORMATION OR FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY SOFTWARE DEFECTS ARE CORRECTABLE OR WILL BE CORRECTED.

10. Termination

This license is effective until terminated. This license will terminate automatically without notice from Clarisys if you fail to comply with any of the above provisions of the license. The Licensee will be held responsible for all of Clarisys's expenses and legal fees, if necessary, incurred by Clarisys in the case of any legal proceedings caused by the Licensee's failure to comply with any of the above provisions.

11. Indemnification

You agree to indemnify, defend and hold harmless Clarisys, its directors, officers, employees and agents, licensors, and representatives from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from your use of the Software or any violation of this license by you, including but not limited to any breach or alleged breach of any of your representations, warranties or undertakings hereunder. Clarisys reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Clarisys in asserting any available defenses.

12. Severability

The parties desire and intend that all of the provisions of this license be enforceable to the fullest extent permitted by law. If any provision of this license or the application thereof to any person or circumstances is, to any extent, construed to be illegal, invalid or unenforceable, in whole or in part, then such provision will be construed in a manner to permit its enforceability under applicable law to the fullest extent permitted by law. In any case, the remaining terms of this license or the application thereof to any person or circumstance, other than those that have been held illegal, invalid or unenforceable, will remain in full force and effect.

13. No Third Party Beneficiaries

This license is intended solely for the benefit of you and Clarisys. No person not a party to this license may bring a cause of action pursuant to this license as a third party beneficiary hereof.

14. Internet connection

You acknowledge that the Software requires an active and stable connection to the Internet in order to function. It is therefore your responsibility to ensure that you have at all times an active and stable Internet connection.

15. Language.

The parties acknowledge that they have requested that the present license, as well as all documents, notices and legal proceedings entered into, given or instituted hereto or relating directly or indirectly hereto be drawn up in English. Les parties reconnaissent avoir exigé la rédaction en anglais de la présente convention, ainsi que de tout document exécuté, avis donné et procédure judiciaire intenté directement ou indirectement, relatifs à ou à la suite de la présente convention.

16. Governing Law and Dispute Resolution.

16.1 Any controversy or claim between the parties shall be settled by arbitration in accordance with the Procedures of the Civil Code of the Province of Quebec, Articles 940 and following. The decision and award of the arbitrator shall be final and binding and the award so rendered may be entered in any court having jurisdiction thereof. The arbitration shall be held in the City of Montreal. The arbitrator will have no authority to award punitive or other non-compensatory damages to either party. Notwithstanding the arbitration provisions of this article, either party may commence court proceedings in response to any misuse of Confidential Information or other intellectual properties.

16.2 The interpretation and enforcement of this license shall be governed by the laws in effect in the Province of Quebec.

16.3 You waive all rights to a trial by jury in connection with any legal proceeding or dispute against us. You further agree that any dispute or proceeding which you may bring against us shall be conducted on an individual basis and not a class-wide basis and that any such proceeding or dispute shall not be consolidated with any other dispute or proceeding which might arise between us and any other user.

17. Ownership and Disclosure of Information

You own all of your business's private data, content and all information which you enter and use in connection with the Software and related services. We do not claim any rights, proprietary or otherwise over any data or information which you enter and use in connection with the Software and related services. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following.
a. For the purposes of fraud prevention and law enforcement;
b. To comply with any legal, governmental or regulatory requirement;
c. To our lawyers in connection with any legal proceedings; and
d. To comply with a court order.
If we are required to disclose your data or information, we will use our best efforts to provide you with reasonable notice in the circumstances and if appropriate the right to challenge any such request.


3SAccounting Web Portal

18. The 3SAccounting Web Portal, (“The Portal”) is a service provided to all Licensees. The Portal provides on-line access to help files, user documentation, password retrieval, purchase of login-credits, products and services provided by third-parties and any other services that may be offered from time to time at Clarisys’s sole discretion.

18.1 The Portal contain links to other websites provided by third parties who offer products and services. Such sites are completely independent of the Portal and as Clarisys has no control over them, Clarisys accepts no liability in respect of your use or inability to use them or any of the content of such sites. Clarisys likewise accepts no liability in respect to any of the products, information, materials or services offered or provided by other organizations listed on or linked to the Portal, nor does Clarisys endorse any of these sites or their products and services. Should you elect or enter into a binding contract with any such site, you agree to hold Clarisys harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for any liability, claim, injury, loss or damage suffered as a result of the you or any user offering to accept any products or service that are available from those sites.

18.2 Licensee agrees not to publish, post, upload, distribute, provide or enter any material or information that is illegal, unlawful or can be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or any such information which any reasonable person would consider objectionable on grounds of good conscience.

18.3 Licensee agrees to not submit or post or deliver to other persons any unlawful, unsolicited, unauthorized or annoying material through the use of the Portal, or send any promotional materials, advertise, engage in phishing, spamming, sending out of chain letters or engage in any form of improper solicitation.

18.4 Licensee agrees to not upload material into the Portal that Licensee ought to know seriously infringes on the intellectual property of others, or upload material that places unnecessary load as to affect the performances of Clarisys’s websites, systems and equipment.

18.5 Licensee may not use the Portal in a manner which could block access to, impair, damage or otherwise disable the Portal. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer.


3S Mobile Web Site

19. The 3S Mobile Web Site (“3SMobile”), is a fee based service offered to all Licensees. 3SMobile enables users of the Software to upload certain data generated by the Software to a private, password protected web site hosted on Clarisys servers. The uploaded data can then be viewed by the Licensee on any computer, smartphone or mobile computing device.

19.1 To access 3SMobile you will select a user name and password. You are responsible for keeping your user name, password, account details, and all information required in connection with your use of 3SMobile confidential and up to date.

19.2 You own all of your business's private data, content and all information which you enter and use in connection with 3SMobile. We do not claim any rights, proprietary or otherwise over any data or information which you enter and use in connection with 3SMobile. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following.
a. For the purposes of fraud prevention and law enforcement;
b. To comply with any legal, governmental or regulatory requirement;
c. To our lawyers in connection with any legal proceedings; and
d. To comply with a court order.
If we are required to disclose your data or information, we will use our best efforts to provide you with reasonable notice in the circumstances and if appropriate the right to challenge any such request.

19.3 You acknowledge that the use of 3SMobile requires an active and stable connection to the Internet in order to function. It is therefore your responsibility to ensure that you have at all times an active and stable Internet connection. You also acknowledge that accessing 3SMobile using a smartphone or mobile device requires a data plan and that Clarisys is not responsible for the costs incurred by you to access 3SMobile, regardless of the type of device used.