Terms and conditions

In these terms and conditions (the "Terms"), the following words have the meaning given to them below:

Consorm, "we", "us" or "our"

Oriana Solutions Inc., a corporation constituted under the laws of Quebec, with its head office in Montreal, Quebec, Canada, publisher of the Consorm platform.

Service

the Consorm consent management platform, including the application available at app.consorm.com, the consent banner, the compliance scanner, the consent records, the programming interfaces (APIs), the documentation and any related element.

Customer, "you" or "your"

the natural or legal person who creates an account, subscribes to a plan or uses the Service, as well as anyone acting on their behalf.

Authorized User

any person to whom the Customer gives access to their workspace, including their employees, agents or subcontractors.

Visitor

any natural person who interacts with the consent banner deployed by the Customer on their own sites or applications.

Consent Data

the information relating to the consent choices of Visitors, collected and stored through the Service on behalf of the Customer.

Law 25

the Act to modernize legislative provisions as regards the protection of personal information (Quebec), as amended, together with any other applicable law on the protection of personal information, including, where applicable, the GDPR.

These Terms govern access to and use of the Service. They form the entire agreement between you and Consorm with respect to their subject matter and replace any prior agreement or communication on the same subject.

Specific terms, an order form, a service level agreement or a data processing addendum may supplement these Terms. In case of conflict, the more specific document prevails for the matter it addresses.

By creating an account, checking an acceptance box or using the Service, you acknowledge that you have read, understood and agreed to be bound by these Terms. If you do not agree, you must not use the Service.

You represent that you are at least 18 years old and have the legal capacity to enter into a contract. If you use the Service on behalf of an organization, you represent and warrant that you are duly authorized to bind that organization, which is then deemed to be the Customer.

Consorm provides tools designed to help the Customer collect, manage and document Visitors' consent to cookies and tracking technologies, including a configurable consent banner, a compliance scanner, a timestamped consent record and mechanisms for handling Visitor requests.

The Service is a compliance aid. It does not constitute legal advice and does not, by itself, guarantee the Customer's compliance with Law 25, the GDPR or any other law. Compliance also depends on the Customer's own practices, the configuration they choose and the accuracy of the information they provide. The Customer remains solely responsible for determining whether the Service meets their legal obligations and, where needed, for consulting their own legal advisor.

Access to the Service requires the creation of an account, including through authentication by a third-party provider. You are responsible for the accuracy of the information provided, for keeping your credentials confidential and for any activity carried out from your account.

The Customer may invite Authorized Users into their workspace and assign them roles granting different levels of access. The Customer is responsible for managing those accesses, for the actions of their Authorized Users and for removing accesses that are no longer required.

You must notify us without delay at allo@consorm.ca of any unauthorized use of your account or any breach of its security that comes to your attention.

The Service is offered under different plans, including a free plan and paid plans, as well as add-on modules. The features and limits of each plan are described in the Service at the time of subscription.

Paid plans are billed in advance, on a recurring basis, at the prices and frequency in force at the time of subscription. Payment processing is handled by a third-party provider; by providing payment information, you authorize the collection of amounts due. Applicable taxes are added to the displayed prices.

Unless otherwise provided by law or expressly stated by us, amounts paid are non-refundable. Failure to pay may result in the suspension or termination of access to paid features. We may change our prices; any change applies to the billing period following reasonable notice.

Paid subscriptions renew automatically for successive equivalent periods, at the then-current price, unless cancelled before the end of the current period.

The Customer may cancel their subscription at any time from the billing settings of the Service. Cancellation takes effect at the end of the current billing period; no prorated refund is granted for the period already started, unless the law provides otherwise.

The Customer agrees to use the Service in accordance with these Terms and all applicable laws. In particular, the Customer is responsible for:

• collecting and processing Visitors' information lawfully, and having any legal basis required;
• providing Visitors with the information required by law and configuring the consent banner in a way that meets their obligations;
• the accuracy, quality and lawfulness of the information and configurations they submit to the Service;
• obtaining all rights, licenses and consents necessary for the use of the Service on their sites and applications;
• keeping up to date the contact information used to answer Visitor requests, and handling those requests within legal deadlines.

In providing the Service, Consorm processes Consent Data on behalf of and under the instructions of the Customer. With respect to that data, the Customer acts as the controller within the meaning of Law 25 (or the GDPR, where applicable) and Consorm acts as a processor.

Consorm processes Consent Data only to the extent necessary to provide the Service, applies appropriate security measures and does not use it for its own purposes. Consorm's processing of personal information is described in our privacy policy. With respect to the Customer's account information, Consorm acts as the controller.

You agree not to, directly or indirectly:

• use the Service for illegal, fraudulent or misleading purposes, or in violation of a third party's rights;
• attempt to gain unauthorized access to the Service, its systems, or data that does not belong to you;
• disrupt, overload or compromise the integrity or security of the Service, or circumvent its limitation or security mechanisms;
• reverse engineer, decompile or extract the source code of the Service, except to the extent permitted by a mandatory provision of law;
• resell, rent or make the Service available to a third party outside its intended use, or use it to develop a competing product;
• upload malware or any code intended to harm the Service or its users.

The Service, its brand, logos, interface, code, documentation and all intellectual property rights attached to them remain the exclusive property of Consorm and its licensors. Nothing in these Terms transfers any ownership right in the Service to you.

Subject to compliance with these Terms and payment of amounts due, Consorm grants you a limited, non-exclusive, non-transferable and revocable license to use the Service for your internal business needs, for the duration of your subscription.

The data and content you submit to the Service remain your property. Consent Data remains subject to the rights of the Visitors concerned.

You grant us a limited license to host, reproduce and process your data solely to the extent necessary to provide, maintain and secure the Service, and to meet our legal obligations. We may produce aggregated and anonymized statistics, which identify neither you nor any Visitor, for the purposes of operating and improving the Service.

The Service may integrate with or depend on services provided by third parties, including for authentication, hosting, payment processing, email delivery and tag management. Your use of these third-party services is governed by their own terms and policies. Consorm is not responsible for the acts, omissions, availability or content of these third parties.

We make reasonable efforts to keep the Service available and functional, without however guaranteeing continuous or error-free access. The Service may be subject to interruptions, including for planned or emergency maintenance.

We may evolve the Service, and add, modify or remove features. We inform you of important changes likely to have a materially adverse effect on your use.

To the extent permitted by law, the Service is provided "as is" and "as available", without warranty of any kind, express or implied. Consorm disclaims, in particular, any implied warranty of merchantability, fitness for a particular purpose, title and non-infringement.

Consorm does not warrant that the Service will be uninterrupted, secure or error-free, nor that it will by itself ensure the Customer's compliance with any law. Some jurisdictions do not allow the exclusion of certain warranties; in that case, this exclusion applies to the fullest extent permitted.

To the extent permitted by law, Consorm cannot be held liable for indirect, incidental, special, punitive or consequential damages, nor for loss of profits, revenue, data, goodwill or anticipated savings, even if advised of the possibility of such damages.

To the extent permitted by law, Consorm's total and cumulative liability arising from or relating to the Service, whatever the cause, is limited to the greater of the following amounts: the amounts you actually paid us during the twelve (12) months preceding the event giving rise to the claim, or one hundred Canadian dollars ($100 CAD).

These limitations do not exclude or limit any liability that cannot be excluded or limited under applicable law.

You agree to defend, indemnify and hold harmless Consorm, its directors, officers, employees and agents from any claim, action, loss or expense (including reasonable legal fees) arising from your use of the Service, your breach of these Terms or of an applicable law, or an infringement of a third party's rights, including those of Visitors.

Each party agrees to protect the other party's confidential information to which it has access in connection with the Service, to use it only for the purposes provided in these Terms and not to disclose it without authorization, except where required by law. This obligation survives the end of the agreement.

We may suspend or terminate your access to the Service, in whole or in part, without notice where necessary, if you breach these Terms, if your use presents a risk to the security or integrity of the Service or of third parties, if a payment remains outstanding, or if the law requires it.

Upon termination, your right to use the Service ends. For a reasonable period following termination, you may request the export of the data you entrusted to the Service, after which it may be deleted, subject to retentions required by law. Provisions which, by their nature, must survive remain in force after termination.

Neither party is liable for a failure to perform its obligations, other than payment obligations, resulting from an event of force majeure, including a natural disaster, a network or cloud infrastructure outage, a governmental act, a labor dispute or a cyberattack beyond its reasonable control.

We may modify these Terms from time to time. In case of an important change, we inform you by reasonable means, including a notice in the Service or by email. Changes take effect on their publication date or on the date we indicate. By continuing to use the Service after the changes take effect, you accept them.

You may not assign or transfer these Terms, in whole or in part, without our prior written consent. We may assign them, including in connection with a merger, acquisition or sale of assets. These Terms bind the parties and their respective successors.

If a provision of these Terms is held invalid or unenforceable, the other provisions remain in full force. A party's failure to exercise a right does not constitute a waiver of that right. No agency, partnership or joint venture relationship is created between the parties, except for the processor role described in the section on personal information.

Any notice under these Terms is validly given in writing, at allo@consorm.ca for Consorm, and at the email address associated with your account for the Customer.

These Terms are governed by the laws applicable in the province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law rules. Any dispute falls under the exclusive jurisdiction of the courts of the judicial district of Montreal, Quebec, and the parties consent to it, subject to any mandatory provision granting jurisdiction to another court.

The parties have expressly requested that these Terms and all related documents be drawn up in French. Les parties ont expressément demandé que les présentes Conditions et tous les documents qui s'y rattachent soient rédigés en français. This English version is provided for convenience; in case of discrepancy between the French version and a translation, the French version prevails.

For any question about these Terms, you can write to Oriana Solutions Inc. at allo@consorm.ca.