Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY. BY USING CONE SOFTWARE, YOU AGREE TO BE BOUND BY ALL TERMS HEREIN.

The following terms of use (hereinafter referred to as “TOS”) govern your rights and obligations with regard to the use of the software as a Cloud CRM service to manage client relationships and for related services (collectively hereinafter referred to as Cone Software). These TOS constitute a fully binding agreement between you and Cone CRM Inc. (“Cone”), which holds all rights related to Cone Software.

For more clarity, these TOS govern your use of Cone Software, including, without limitation, use of all content such as text, information, images, source codes, object code, range of services, integrated tools, programs, modules, software, databases, help and other related components (gathered together under Cone Software). If you are using Cone Software as part of a free trial, these TOS also apply to you.

If you are a direct competitor of Cone with regard to services and solutions, you are prohibited from using or accessing Cone Software.

Cone reserves the right to update or otherwise modify these TOS. These modifications will be effective immediately and will be incorporated into these TOS upon notice thereof, which may be provided by any reasonable means. Your continued use of Cone Software following such notice will be deemed to constitute acceptance of the updated TOS.

1. Solution

1.1. Description of Cone Software

Cone Software is essentially designed to optimize client relationship management.

1.2. Access

To use Cone Software, you will need access to the Internet, either directly or through devices that access content on the Internet, and you will therefore have to pay service fees for this access. You must also provide any equipment required and adapted for an Internet connection. It is your responsibility to maintain the Internet access required for your use of Cone Software.

2. License

2.1.

Cone hereby grants you a non-exclusive, non-transferable, and revocable license to use Cone Software solely for business purposes. These TOS allow you to display, use, and access Cone Software for its intended purposes and are not a transfer of title.

3. Use of Cone Software

3.1. Authentication

Access to Cone Software requires authentication from you (one user for each user code and paid license). It is specifically prohibited to use the same user code for different users or to authenticate more users than the number of paid licenses.

3.2. Prohibitions

You may not copy, save, or otherwise use the data available via or from Cone Software, except for your data (you are solely responsible for creating backup copies of this data) or as expressly allowed by these TOS. You may not, without limitation:(i) duplicate Cone Software or any material and/or content therein;(ii) create derivative work from Cone Software or any material and/or content contained therein or integrate it into another service or solution, except as expressly allowed by these TOS;(iii) use Cone Software or any material and/or content therein for sale, distribution, rental, or other commercial purposes of the same nature.
You also may not:(i) circumvent any encryption or any other security or protection tool used with Cone Software; (ii) use any data mining, robot, or similar data gathering and extraction tools on Cone Software; (iii) decompile, reverse engineer, modify, or disassemble any aspect of Cone Software and/or content; or (iv) sell, rent, lease, license, sublicense, transfer, distribute, re-transmit or otherwise assign to a third party Cone Software and/or its content or your right to access and use Cone Software and/or its content as granted above.

3.3. Use of Cone Software

You agree that your access and use of Cone Software shall comply with these TOS and all laws and regulations applicable thereto. You undertake not to use Cone Software for malicious, illegal, or illicit purposes or otherwise to engage in industrial espionage.

4. User Responsibilities and Obligations

4.1. Compliance with Applicable Laws

You are solely responsible for the data entered in Cone Software; Cone is acting only as a provider of Cone Software. Your use of Cone Software is subject to applicable international, national, provincial, local, and state laws and regulations, including those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities, privacy and personal information protection, intellectual property, and illegal business solicitation.

4.2. Undertakings

You undertake to comply with these laws and regulations and not to:
(i) use Cone Software illicitly; (ii) transmit or store materials that may violate intellectual property rights or other rights of any third party or that may contain illegal, illicit, tortuous, defamatory content, or content that violates a third party’s privacy; (iii) transmit or store data belonging to a third party without first obtaining the required authorization; (iv) transmit data containing software viruses or other codes, files, or dangerous computer programs such as Trojans, worms, or delayed bombs; (v) disrupt or interfere with the servers of networks related to Cone Software; or (vi) try to access Cone Software, other user accounts, computer systems, or networks related to Cone Software without authorization or otherwise interfere with the use and enjoyment by another client of Cone Software or the use and enjoyment by another entity of similar services.

4.3. Security and Internet

Cone Software uses the Internet so that you can store the data of your choice. Consequently, your behaviour, along with that of all persons authorized to use Cone Software in accordance with these TOS, is subject to your Internet provider’s rules, policies, and procedures regarding access to the Internet. Furthermore, you undertake to preserve the security of your username, password, and other confidential information relating to your client account. To this effect, you must provide us and keep up to date a list of your representatives authorized to act in your name and whom you authorize to use Cone Software.

4.4. No Refund

You acknowledge that monthly fees paid in advance, when applicable, are non-refundable, even if Cone Software is not used at all or only partially during the applicable month, subject to any service level agreement in effect.

4.5. Cooperation

You agree to cooperate with Cone to stop immediately any unauthorized use of Cone Software. Any unauthorized use of Cone Software or any material and/or content therein may lead to the immediate termination of your right to use Cone Software.

4.6. Accurate Information

You also agree to provide Cone, upon request, any information required to provide Cone Software as intended. This information must be true, precise, exact, complete, and up to date. You are also responsible for informing us of any change or modification in this regard. Any delay caused by your acts or omissions with respect to the delivery of any required information shall affect the provision of Cone Software, without incurring any liability for Cone.

4.7. Audit Rights

You agree that Cone has audit rights over relevant metadata and logs to verify that your use of Cone Software complies with these TOS.

5. Cone Responsibilities and Obligations

5.1. Provision of Cone Software

Subject to payment of all applicable fees and compliance with these TOS and any related document, Cone shall provide you with Cone Software, which shall substantially operate in accordance with its technical specifications.

5.2. Availability of Cone Software

Subject to any applicable service level agreement, Cone shall make all commercially reasonable efforts to make Cone Software available at all times, with the exception of: (i) scheduled downtime communicated with a reasonable prior written notice; and (ii) any downtime caused by circumstances beyond the reasonable control of Cone, including force majeure, action or inaction by you or any third party not associated with Cone, failure caused by malfunctions of your equipment or that of a third party, failure caused by third-party software issues or any other failure attributable to you.

5.3. Security

Cone shall use all commercially viable efforts to secure your data and prevent any non-authorized access, use, modification, or disclosure of confidential information by non-authorized parties. Cone shall also keep in place administrative, physical, and technological protective measures to protect data integrity. Cone shall provide Cone Software from servers managed by Cone or subcontractors, located in Canada. However, you agree that Cone Software may be provided, in whole or in part, by a third party, including, without limitation, for storage of data backed up through Cone Software. Notwithstanding the foregoing, you acknowledge that, despite security measures in place, it is always possible that a malicious third party may bypass these measures and access data backed up through Cone Software, and you agree to bear this risk.

5.4. Limitation and Interruption

You agree that Cone may, without prior notice, modify, suspend, limit, or terminate your access to Cone Software (or any part thereof) at any time and for any reason that Cone deems appropriate, at its sole discretion. Cone is not liable to anyone for such an event, no matter the motive. This may be motivated, without limitation, by: (i) a breach of these TOS or other terms and conditions related thereto; (ii) a request submitted by a law enforcement agency or other governmental body; (iii) technological or security problems or issues; or (iv) your involvement in potentially fraudulent, illegal, or malicious activities or any act or omission that may be harmful to Cone or a third party.

5.5. Modifications or Termination

Cone reserves the right to substantially modify or discontinue Cone Software following a prior notice of six (6) months to this effect to you. Cone shall not be liable to you or any third party if Cone exercises its rights to modify or discontinue Cone Software, subject only to a refund on the date of the change or discontinuation of Cone Software, when applicable.

5.6. Service Level

Cone shall comply with the service level agreement, as more fully described in the schedule attached hereto.

6. Term

6.1. Initial Term

The initial term of these TOS begins when you subscribe to Cone Software. You cannot terminate these TOS during the initial term or any renewal, except in the event of a default by Cone that is not remedied within fifteen (15) days of a written notice to this effect or in accordance with the provisions of the service level agreement attached as a schedule hereto.

6.2. Renewal

At the end of the initial term established when you subscribe to Cone Software, these TOS shall automatically renew for sequential renewal periods for terms equal to the term of the initial term, unless otherwise agreed in writing or a written notice stating your intention not to renew these TOS, said notice to be given at least thirty (30) days before the renewal date. Renewal fees are based on effective rates applicable to Cone Software.

7. Intellectual Property and Ownership of Cone

7.1. Ownership of Cone

All rights, titles, and interests, including intellectual property rights related to Cone Software and its database, any technology, documentation, and training material provided by Cone are the property of Cone, its suppliers, or licensors, as the case may be, and are protected by laws regarding intellectual property, including laws relating to copyright, patents, trademarks, and/or trade secrets. You hereby assign and waive any suggestion, idea, improvement request, feedback, recommendation, or other information provided by you or your representatives regarding Cone Software, whether they arise from your use of Cone Software or not. You hereby acknowledge that Cone is the exclusive owner of all intellectual property rights relating to Cone Software, whether registered or not, which may be granted or recognized pursuant to any law or principle of equity. You benefit from Cone Software only in accordance with the rights granted herein and for your business operations.

7.2. Legal Notices

You undertake not to remove, damage, or hide any notice or caption regarding any copyright, trademark, or any other statement regarding the exclusive ownership of Cone or its suppliers or licensors found on, integrated with, or associated with Cone Software. Any right that is not expressly granted under these TOS is reserved to Cone and its licensors, if applicable.

7.3. Cone Confidential Information

All documents and information, including, without limitation, look-and-feel components, development and presentation, trade secrets, client lists, designs, source and object codes, techniques, algorithms, procedures, and technological or marketing information that are or were provided by Cone under these TOS shall hereby be deemed the property of Cone. Their confidential nature shall be preserved for and on behalf of Cone by you and your representatives, and this confidential information shall only be disclosed or used for the purposes authorized herein. You also undertake not to copy, reproduce, electronically communicate, store, recreate, or duplicate in any manner whatsoever, in whole or in part, this confidential information, except in accordance herewith. In this regard, you are directly liable for any act or omission from your representatives with regard to these confidentiality obligations. You undertake to protect this confidential information with the same level of diligence and the same procedures used to protect your own trade secrets, proprietary information, and other confidential information of similar importance, but in any case no less than reasonable diligence.

7.4. Confidentiality Limitation

The confidentiality obligations set out in section 7.3 above do not apply to confidential information that: (i) at the moment of disclosure, was part of the public domain, otherwise than as a result of a breach hereto; (ii) after disclosure, is easily and legally available to the industry or the public, otherwise than as a result of a breach hereto; (iii) was already known to you before the date of disclosure of the confidential information, to the extent that you can establish this with sufficient, convincing, and documented proof; (iv) must be disclosed under any law by you, provided that you notify Cone of such requirement before disclosing the confidential information so that Cone may oppose such disclosure; or (v) is disclosed with the authorization of Cone.

7.5. Ownership over your data

Notwithstanding the foregoing, it is understood that you retain the property rights on the data that you enter into Cone Software. You are responsible for creating backup copies of your data. It is also understood that Cone has a limited license, for the term of these TOS, to access your data for the purposes set forth herein.

8. Improvement, Maintenance, and Support

8.1. Improvements

You have the right to access, subject to payment of applicable fees, new features added to Cone Software when Cone, at its sole discretion, releases them during the term of these TOS. Cone may, at its sole discretion, improve its products and services. In order to optimize Cone Software, Cone reserves the right, at its sole discretion, to add, modify, or remove features from Cone Software at any time and without notice.

8.2. Optimization

Cone may occasionally, at its sole discretion, establish and maintain general use practices in order to optimize the use and availability of Cone Software and prevent any misuse. As part of its practices, Cone reserves the right to monitor its system, implement technical solutions, and modify these TOS to fix or prevent any problems, if and when necessary.

9. Confidentiality and Protection of Data

9.1. Use of Data

As part of providing Cone Software, some information pertaining to you may be collected to monitor and optimize Cone Software features. Cone reserves the right to verify certain data or information at any moment in order to investigate (i) wrongful use, real or presumed, of Cone Software, to which you hereby explicitly consent; or (ii) any technical problem or failure of Cone Software at your request.

9.2. Disclosure of Information

If Cone must disclose information or provide a copy of your data to a governmental body under any law or in compliance with any court order, Cone shall try to notify you beforehand, to the extent permitted by law. Cone shall only disclose or provide information or data required by such law or order. You undertake to hold harmless and indemnify Cone for any damage or liability with regard to such disclosure or transfer of data made in accordance with this section.

9.3. Designation of a Person Responsible for the Protection of Personal Information

The company designates a person responsible for the protection of personal information in accordance with the requirements of the Personal Information Protection and Electronic Documents Act (PIPEDA) and the Act respecting the protection of personal information in the private sector (ATIP).

The name and contact information of the person responsible are as follows:

Alain Paquin, info@conecrm.com

The name and contact details of the person responsible are published on the company’s website at the following address www.conecrm.com or are made accessible by any other appropriate means to enable the public to access this information and users to contact the person responsible with any questions or concerns regarding the protection of their personal information.

The company is committed to protecting the privacy of its users and complying with legal requirements regarding the protection of personal information. All questions, complaints, or requests for information concerning the protection of personal information should be addressed to the designated person in charge.

10. Limitation of Liability and No Warranty

10.1. As-Is Software

Cone Software is provided "as is" and "as available." In this regard, Cone disclaims all liability in case of deletion or failure related to Cone Software. Cone disclaims all warranties and representations, either expressed or implied, with respect to Cone Software, including without limitation, of quality and/or fitness for a particular purpose, regarding its features, non-infringement, compatibility, performance, security, or accuracy.

10.2. Collateral Damages

Cone and their licensors cannot be held liable for accessory, indirect, exemplary, or punitive damages or damages related to loss of trust (in the context of contractual responsibility, tortious or other), including, without limitation, damages related to profit loss, revenue loss, goods and equipment loss, technological loss, rights or services loss, loss of data, or interruption or lost access to services or equipment (collectively the "Collateral Damages"), whether said Collateral Damages result from the negligence or deliberate fault of Cone, regardless of the fact that Cone may have been advised of the probability of such damage.

10.3. Cone Responsibilities

Cone or its licensors' responsibility, resulting from providing Cone Software or in any other situation resulting from or related to these TOS, as well as the exclusive remedy of all parties with respect to any damages suffered by you, must be limited to the smallest value between x) the provable amount of real damages directly suffered by you and y) the net amount effectively paid by you to Cone for the applicable services, to which you subscribed for a period of twelve (12) months.

10.4. No Warranty

Cone exerts reasonable efforts to provide quality service, but we do not warrant that Cone Software will be uninterrupted or free of errors, failures, breakdowns, any harmful or damaging content, or that it will be secure or protected from unauthorized access. Cone assumes no liability and provides no warranty with regard to the storage of data entered in Cone Software. Cone and its licensors decline any and all responsibility in case of deformation, wrong usage, misuse, negligence, inappropriate use, inappropriate electrical current or tension, repairs conducted by third parties, degradations, modifications, accidents, fires, flooding, and acts of vandalism or natural disasters. Except for provisions contained herein, there shall be no other representation, warranty, or undertaking provided with respect to Cone Software.

11. Indemnification

11.1. Indemnification BY YOU

You undertake to defend, hold harmless, and indemnify Cone, their parent corporations, subsidiaries, directors, managers, employees, and agents against all claims, requirements, costs, damages, losses, responsibilities, and third-party expenses, including reasonable lawyers' fees, issued by third parties in relation to the use of Cone Software and arising from the nature of the data transmitted or stored via Cone Software, including but not limited to any breach of these TOS. You shall indemnify and hold harmless Cone, their parent corporations, subsidiaries, directors, and employees, agents against all claims relating to the use of services from telecommunication or Internet companies.

11.2. Indemnification BY CONE

Cone shall defend, hold harmless, and indemnify you against all claims, requirements, costs, damages, losses, responsibilities, and third-party expenses, including reasonable lawyers' fees, issued by third parties in relation to any breach by Cone of these TOS.

12. General Terms and Conditions

12.1. Governing Law and Jurisdiction

These TOS and Cone Software are solely governed by the laws of the province of Quebec and federal laws applicable therein, without giving effect to any conflicts of law principles. Any dispute, action, or claim arising from or in relation to these TOS or Cone Software will be under the exclusive jurisdiction of the competent courts in the judicial district of Montreal, province of Quebec, Canada.

12.2. Waiver and Severability

Failure of Cone to exercise or enforce any provision of these TOS shall not constitute a waiver of such provision. Should a competent court find any provision of these TOS, or any portion thereof, to be unenforceable, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in said provision, and the remainder of these TOS will continue in full force and effect.

12.3. Assignment

You may not assign or transfer your rights under these TOS without the written prior consent of Cone. Cone may assign, without your consent, all rights and obligations arising from these TOS to a subsidiary, affiliated company or successor of their operations and assets, in whole or in a substantial part. Subject to the foregoing, these TOS shall be binding upon and ensure to the benefit of the parties and their authorized successors and assigns.

12.4. License for Promotional Purposes

You hereby grant Cone the right to identify you as a client on their website and business documents. For such purpose only, you grant unto Cone the limited, non-exclusive, royalty-free right to display your name and logo.

12.5. Survival

Provisions of sections 3.2, 4.1, 4.2, 4.3, 7, 9, 10, and 11 shall remain in effect regardless of the termination or expiration of these TOS.

12.6. Entire Agreement

These TOS, as well as the attached schedules, and subject to terms and conditions applicable to third parties, constitute the entire and complete agreement between you and Cone regarding Cone Software.

12.7. Data Analysis

To allow Cone to ensure the development and improvement of Cone Software, you agree that some information regarding the use of Cone Software by you shall be transmitted through the Internet, with the help of Web services, to Cone’s servers. When an authorized user closes a session opened in Cone Software, certain usage statistics are transmitted securely and anonymously. No personally identifiable information shall be transmitted and Cone shall be unable to know from which user comes the information. Cone uses this information only for management and prioritization of developments for their technological solutions to improve quality. Collected information shall not be disclosed to third parties nor used for commercial purposes and is deleted periodically.

13. Google APIs

13.1. User Data Policy

Cone Software’s use and transfer to any other app of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements.

4. Cone Support Scope

14.1. Standard support

This section describes the scope of support service provided by Cone to customers with an active account. Please note that during the trial period, all requests are sent to our sales department. Cone support applies only to Cone applications and their functionality if used on the recommended platforms.

Standard support includes:

• Resolving errors either indicated or not indicated in the dialog boxes appearing in the Cone interface.
• Self-service access to the online Cone Academy that contains articles, videos, and guides related to Cone features.
• Chat support is available Monday through Friday from 9:00 a.m. to 12:00 p.m. and 1:00 p.m. to 5:00 p.m. EST.
• Technical support is available by request on our Support page.

Telephone support may be provided at Cone CRM Inc.'s discretion in order to effectively resolve a more complex problem. In the event services are required that are not included in the support, Cone may offer personalized technical service at a per-hour rate (minimum: 1 hour). If you need advice or require additional services to be added to the services listed below (training, consulting, etc.), contact us at info@conecrm.com.

The following information outlines the scope of our technical support services:

14.2. Initial configuration

INCLUDES:

• Resolving errors indicated in the dialog boxes appearing in the Cone interface during configuration.
• Resolving errors not indicated in the interface dialog boxes.

EXCLUDES:

• Preparing data for import.
• Browser and extension restrictions.
• Internet connection and network speed.
• Help with DNS configuration.
• Support for non-standard email synchronization.

14.3. Contact and marketing functions management

(contacts, lists, accounts, calendar, tasks, opportunities, emailer, forms, dashboards, documents, automations, and settings)

INCLUDES:

• Personalized recommendations of suitable resources and articles available on the Cone Academy.
• Resolving errors indicated in the dialog boxes appearing in the Cone interface while using features.
• Resolving errors not indicated in the interface dialog boxes.

EXCLUDES:

• Telephone or remote assistance relating to the use of the functionalities.
• Basic configuration tips and guidelines.
• Functionality configuration.
• Configuration recommendations adapted to your business model.
• Training on products and applications (on-site or remotely).

14.4. Database customization

INCLUDES:

• Resolving field definition or display customization errors.
• Access to the Cone Academy for your initial import.
• A data import template.

EXCLUDES:

• Account configuration, field creation or modification, column modification, and permissions modification.
• Configuration tips and guidelines.
• Functionalities configuration.
• Services related to databases.

14.5. Creating and modifying reports or forms

INCLUDES:

• Resolving errors that occurred while using reports or forms.
• Access to Cone Academy for configuration guidelines and functionality configuration.
• Resolving errors not indicated in interface dialog boxes.

EXCLUDES:

• Recommendations for running, creating, or modifying reports and forms adapted to your company or business model.
• Report creation service.

14.6. Data import and export

INCLUDES:

• Resolving errors from Cone functionalities during data import or export.
• Configuration tips and guidelines.
• Settings while importing or exporting data from Cone.

EXCLUDES:

• Recommendations for importing and exporting data tailored to your company or business model.
• Modification of source data such as Excel or CSV.
• Data export from third-party software or data validation and formatting.
• Cleaning lists and duplicates.

14.7. Email module, emailer, forms, and automations

INCLUDES:

• Resolving errors indicated in Cone dialog boxes during an automation process or sending emails.
• Access to the Cone Academy for advice and guidelines on account setup and configuration.
• Chat or email support to develop an automation of 3 steps or less.

EXCLUDES:

• DNS training and configuration.
• Assistance for template creation or configuration beyond simple advice, or resolving problems using the editor.
• Advice or configuration of specific automated processes beyond simple advice regarding functionality and processes for sending emails.
• Training on best marketing practices and other training adapted to your company’s specific needs.
• Integration of Cone forms on your website.
• Complete email campaign process recommendations tailored to your business or business model.
• Automation logic errors.

14.8. API

INCLUDES:

• Access to API configuration documentation.
• Initial 30-minute discovery call to assess your needs related to the Cone API bridge only.

EXCLUDES:

• Configuration of links with the Cone API or with other applications.
• Help with integrating third-party applications via Zapier.

14.9. Connection to QuickBooks and Acomba accounting software

INCLUDES:

• Access to the Cone Academy for connection and operation related to accounting software.

EXCLUDES:

• Synchronize installation and configuration.
• Erroneous synchronization debugging due to client mishandling.
• Reinstallation following a change of server or technical environment at the customer’s premises.