Nexam's terms of use

Archived VERSION : July 2022

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ACCEPTANCE OF THE TERMS OF USE

  1. This is an agreement between Solution Nexam Inc. (“Nexam”), owner and operator of the website accessible at https://nexam.io/ and the application accessible at https://app.nexam.io (the “Platform”), and you (“you”), a user of the Platform (“User”).
  2. By using the Platform, including the services offered on the Platform (the “Services”), you acknowledge and agree to these terms of use (the “Terms of Use”) and Nexam’s Privacy Policy, which is incorporated into these Terms of Use by reference. If you do not agree to the Terms of Use and the Privacy Policy, please discontinue use of the Platform and Services immediately.

MODIFICATION OF THE TERMS OF USE

  1. Right to modify the Terms of Use. Nexam reserves the right, at its sole discretion, to modify the Terms of Use (“Modified Terms of Use”) from time to time.
  2. Notice of Modified Terms of Use. Unless Nexam makes a modification for legal or administrative purposes, Nexam will provide reasonable notice before the Modified Terms of Use come into effect. You agree that Nexam may notify you of the Modified Terms of Use by posting them on the Platform and on the website.
  3. Acceptance of the Modified Terms of Use. Your use of the Platform after the effective date of the Modified Terms of Use constitutes your acceptance of these Modified Terms of Use. You will need to review these Terms of Use and any Modified Terms of Use before using the Platform.
  4. Effective Date of the Modified Terms of Use. The Modified Terms of Use will become effective upon posting on the Platform or such a later date as may be specified in the Modified Terms of Use and will apply to your use of the Platform as of such effective date.

USE OF THE PLATFORM

  1. Features. The Platform is used to manage exams that are under the responsibility of an organization (the “Client”). The management includes, but is not limited to, administering, coordinating, conducting, correcting, and monitoring certification, practice, and evaluation of knowledge and skills exams.
  2. Roles. Functionalities and access levels depend on the Role assigned to the User by the Client. The Roles are (1) Exam administrator (2) Corrector or (3) Participant.
    • Exam administrator: Manage exam settings, users, correctors and monitoring.
    • Corrector: Correct assigned exams and/or exam questions. Provide feedback.
    • Test-taker: Write an exam or receive coaching offered by our Client in the framework of practices, simulations, or official writings.
  3. Access and Use. During the term of this agreement, Nexam grants you a limited, non-exclusive, non-transferable right to access and use the Platform, for lawful purposes, in accordance with these Terms of Use (“Permitted Purposes”) and in accordance with the user Role assigned to you by the Client.
  4. Rules of Conduct. You may not engage in the following prohibited activities:
    • use the Platform for purposes other than the Permitted Purposes;
    • copy, distribute or disclose all or any part of the Platform in any medium, including by any automated or non-automated web scraping tool or technique;
    • use any automated system, including web crawlers and offline readers, to access the Platform;
    • transmit, via the Platform, spam, chain letters or any other form of unsolicited email;
    • attempt to interfere with the Platform’s servers, compromise their system’s integrity or security, or decipher any transmissions to or from them;
    • take any action that, at Nexam’s sole discretion, imposes or may impose an unreasonable or disproportionately large load on the Platform’s infrastructure;
    • upload data, viruses, worms or other malware through the Platform;
    • collect, extract or harvest, from the Platform, any personally identifiable information for unauthorized purposes;
    • impersonate another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
    • interfere with the proper working of the Platform;
    • access any content on the Platform through any means or technology other than those provided or authorized by the Platform;
    • bypass the measures that Nexam may use to prevent or restrict access to the Platform, including features that prevent or restrict use or copying of any Platform content or enforce limitations on the use of the Platform content; or
    • otherwise use the Platform in violation with applicable law.
  5. Investigations and Prosecutions. Nexam shall have the right to investigate and prosecute any violation of the Terms of Use to the fullest extent permitted by law.

ELECTRONIC COMMUNICATIONS

The Client must confirm in writing to Nexam which authorized Users are using the Services. A valid email address is required to activate authorized Users’ accounts and any other personal and relevant information required by the Client for the management of exams on the Platform. You expressly agree that Nexam will retain your email address in its databases or that it may use this email address in its mailing lists to communicate with you (i) to ensure all operations related to the conduct of the exam (ii) to conduct surveys or verifications concerning the Platform, in particular regarding its functionalities, its usability, and your appreciation of it (iii) to share with you information and news about Nexam, or (iv) for any other reason relating to the Platform or Users’ security.

YOUR ACCOUNT

  1. Account Creation. The functionalities of the Platform require the creation of a user account. When creating a user account, you agree to provide Nexam, through the Client, with true and complete information about you as required by the registration process, and to update such information as necessary to keep it accurate at all times. You must also choose a unique and secure password. If you violate this paragraph, Nexam may terminate your right to use the Platform, at its sole discretion.
  2. Responsibility for your account. You are entirely responsible for ensuring and maintaining the confidentiality of your password and user name. In addition, you are entirely responsible for all activities that occur under your account. You agree to immediately notify Nexam of any unauthorized activity that occurs under your account or any other breach of security.
  3. Account security. Nexam cannot guarantee that unauthorized third parties will never be able to breach the security measures of the Platform or make unlawful use of information on the Platform that you have provided to Nexam and that identifies you (“Personal Information”). You acknowledge that you provide your Personal Information, through the Client, at your own risk.
  4. Liability for Misuse of Account. Nexam shall not be liable, directly or indirectly, for any loss or damage of any nature whatsoever incurred by you as a result of someone else using, with or without your consent, your password or username, or your account. You may also be held liable for losses incurred by Nexam or a third party due to someone else using your account, username or password.
  5. Use of Other Accounts. You are prohibited from using another person’s account at any time, except with the permission of the account holder as his or her authorized agent.
  6. Account Closure. Nexam may delete any inactive account according to the Client’s modalities, as well as any data associated with such account.
  7. Account Termination. You may interrupt or terminate your account on the Platform for any reason, at your sole discretion and without notice, without liability to Nexam.

FEES

  1. Fees. Nexam may charge fees (“Fees”) for accessing the Platform and as directed by the Client, subject to obtaining your prior consent to pay the Fees. The Fees will be prominently displayed on the Platform and in other appropriate places.
  2. Personal Information. Nexam will process your Personal Information as directed by the Client and in accordance with the Privacy Policy. The User understands that the transmission of his or her Personal Information is necessary for the provision of the Services and undertakes to provide accurate and up-to-date information and not to misrepresent his or her identity.
  3. Payment and Billing. In the event you agree to the Fees, Nexam will provide you with payment instructions to pay for the Services. Nexam will send or provide you access to the invoice and a receipt of payment upon reception of payment for the Services. Nexam will send or notify you of each invoice and receipt of payment in writing to the email address you have provided.
  4. Access Code. When the exam administrator provides the test-takers’ contact information, Nexam will send you a user code allowing you to access the functionalities associated with the access levels depending on the user’s Role determined by the Client. This access code is valid for a limited time, after which it will be deactivated and cannot be used again. No refunds will be issued by Nexam in the event that you do not access the Services within the time limit.
  5. Data Encryption. You agree that your data (excluding credit card information and any other sensitive data) may be transferred without encryption and may involve transmissions over different networks, as well as modifications to conform and adapt to technical requirements of connecting networks or devices.

PRODUCTS AND SERVICES

  1. Changes and interruption. The prices of our products and services are subject to change without notice. Nexam reserves the right, at any time, to modify or interrupt the Services (or any part or content thereof) without notice. We shall not be liable to you or to any third party for any modification, price change, suspension or interruption of the Services.
  2. Limitations of sales. We reserve the right, but not the obligation, to limit sales of our products or services to any person, geographic area or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services we offer. All product descriptions or product prices are subject to change at any time without notice, at our sole discretion. We reserve the right to interrupt the sale of any product at any time. Any offer of products or services made on this site is void where prohibited by law.
  3. No warranty. We do not warrant that the quality of any product, service, information or other material purchased or obtained by you will meet your expectations or that any errors in the Services will be corrected.
  4. Support. Nexam will provide support for the use of the Platform and the provision of the Services by email and telephone. All support requests must be sent to support@nexam.io or 418-794-1409 and will be processed by Nexam within a reasonable time.
  5. Availability. Nexam makes no warranty as to the percentage of availability of the Platform and the Services. Nexam may take the Platform offline at any time for maintenance purposes and will not provide any service credit for doing so.

INTELLECTUAL PROPERTY

  1. Trademarks. All trademarks (including words, expressions and logos) used by Nexam to distinguish or for the purposes of distinguishing its own goods or services from those of others, are owned by Nexam. Trademarks of Nexam may not be used, reproduced or replicated, in whole or in part, without the prior written permission of Nexam.
  2. Copyright. All original works reproduced or published on the Platform are protected by copyright. The owner of the copyright in each work reserves all its rights in it. You acknowledge that it is an infringement of copyright for any person to do, without the consent of the owner of the copyright, anything that, by the applicable laws, only the owner of the copyright has the right to do.
  3. Other Rights. The Platform, or any part thereof, may also be protected by industrial designs or patents. Nexam reserves all rights to the Platform not expressly granted. You agree not to engage in the use, copying, or distribution of any content of the Platform other than as authorized.
  4. Feedback. Nexam is free to use, take advantage of, disclose, publish, withhold or otherwise exploit any comments, suggestions or any other ideas to improve or modify in any way the Platform or any other Nexam product or service (“Feedback”), without compensation or attribution to the User or to any person responsible for this Feedback.
  5. License to Content. You retain ownership of any text or other materials (“Content”) you draft on the Platform. By submitting Content to the Platform, you grant Nexam a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, assignable and transferable license to do anything that, under applicable laws, only you would otherwise be entitled to do, in order to make or improve its services related to the Platform, including the right to authorize anything in respect of the Content, whether for commercial or non-commercial purposes, subject to Nexam’s Privacy Policy.
  6. Documentation. Nexam will provide User, from time to time, with documentation, either online or in some other material form, describing the features, operation and use of the Platform (“Documentation”). User understands and agrees that it may reproduce and use the Documentation only as necessary to support its use of the Platform.

CONFIDENTIAL INFORMATION

  1. Definition. For the purposes of this section 9, “Confidential Information” means any important non-public information related to Nexam (including any trade secrets), whether written or oral, whether or not marked as confidential.
  2. Confidentiality Obligation. User shall keep confidential all Confidential Information of Nexam that Nexam has disclosed or made available to User, directly or indirectly, by any means of communication or observation.
  3. Limited Purposes. User may use Confidential Information only for the purposes of its use of the Platform.
  4. Non-Disclosure. User shall not disclose Confidential Information to any third party, except to the extent that such disclosure:
    • is permitted by these Terms of Use;
    • has been previously consented to by Nexam in a signed writing; or
    • is required by law.
  5. Notice. User or Client shall notify Nexam promptly and in a timely manner if it is required by law to disclose any Confidential Information or has knowledge of any unauthorized disclosure of Confidential Information.

HYPERLINKS

The Platform may contain hyperlinks to external Internet sites that make you leave the Platform (the “External Sites”). You acknowledge and agree that Nexam is not responsible for the availability of these External Sites, nor for the accuracy of the Content, products or services available on these External Sites. Hyperlinks to External Sites do not imply any approval or endorsement by Nexam of these External Sites. You acknowledge that you assume all risks arising from your use of the External Sites. By using the Platform, you expressly release Nexam from any liability arising from your use of any External Site.

NO WARRANTY

The Platform is provided to you “as is”, without any warranties. To the fullest extent permitted by applicable laws, Nexam disclaims all warranties, expressed or implied, including warranties of non-infringement, accuracy, freedom from errors, or accuracy of the content. Nexam may update the Platform without notice to Users. Although Nexam does everything in its power to ensure that the information presented on the Platform is complete and accurate, Nexam cannot guarantee that such information is free of errors, omissions and inaccuracies.

LIMITATION OF LIABILITY

You acknowledge and agree that you assume all risk arising from your access to or use of the Platform, whether such use is lawful or unlawful. To the fullest extent permitted by applicable law, in no event shall Nexam, its affiliates, directors, employees, agents, licensors or successors and assigns be liable for damages of any kind, including, notably, loss of use, loss of profits or loss of data, whether in proceedings in contract or tort, or otherwise, arising directly or indirectly out of the use or performance of the Platform, including any damage caused by or resulting from a User’s reliance on any information obtained by the Platform, or resulting from any error, omission, interruption, deletion of files or emails, defects, viruses, delays in operation or transmission or any failure in performance. You understand and agree that (i) Nexam cannot be held responsible in any way for the results arising from the correction of exams written on the Platform, and (ii) Nexam does not make any additional checks as to the actual identity of the individual conducting an exam unless mandated to do so by the Client.

INDEMNISATION

By using the Platform, you agree to defend, indemnify and hold harmless Nexam, its subsidiaries and affiliates, and its officers, agents, directors, employees, licensors and assigns from and against all claims, causes of action, damages, obligations, losses, liabilities, costs, debts, and expenses (including attorneys’ fees and legal costs) and all amounts paid in settlement arising from or relating to your use of the Platform, or your violation of the Terms of Use or the rights of third parties. Nexam may assume the exclusive defense and control of any matter for which you have agreed to indemnify Nexam and you agree to assist and cooperate with Nexam in the defense or settlement of any such matters.

TERMINATION

  1. Termination by Nexam. Nexam may terminate or suspend your access to or use of the Platform immediately, without notice or liability, for any reason, including breach of this agreement.
  2. Effect of Termination. Upon termination of your access or right to use the Platform, your right to use or access the Platform will immediately cease.
  3. Survival of provisions. The provisions of this agreement which by their nature should survive termination of this agreement shall survive such termination, including the intellectual property provisions, absence of warranty, limitation of liability and indemnification. Termination of your access to and use of the Platform does not relieve you of any obligations prior to termination and does not limit any liability you may have to Nexam or any third party.

DISPUTE

  1. Complaint procedure. For any dispute arising out of or related to this agreement, you agree, in the first instance, to contact Nexam to attempt to resolve the dispute informally. If Nexam has not been able to resolve the dispute with you informally, each party agrees to resolve the dispute by first seeking mediation, in accordance with the provisions of Articles 605 et seq. of the Code of Civil Procedure of Quebec, unless mediation (i) is not initiated by either party within ten (10) days after the expiration of the time period specified in a notice of default sent by one party to the other, or (ii) has not reached an amicable settlement after twenty (20) days from the commencement of the mediation and thereafter, if the mediation has not resulted in an amicable settlement, by binding arbitration, in the city of Quebec (Canada), unless you and Nexam agree otherwise in accordance with the provisions of Articles 620 et seq. of the Code of Civil Procedure of Quebec, except in circumstances where applicable law prohibits referral to arbitration or restricts a consumer’s right to appear in court.
  2. Class action. Except in circumstances where applicable law prohibits restrictions on a Party’s right to bring a class action, all claims must be brought by the Parties on their own behalf, and not as a claimant or class member, in any representative proceeding or in a class action and, unless the Parties agree otherwise, an arbitrator may not combine the claims of more than one person.
  3. Injunction. Nothing in this section prevents the parties from obtaining interim relief or a safeguard order, such as an injunction or other equitable relief, from a court of competent jurisdiction before or during the arbitration proceedings.

GOVERNING LAW

This agreement shall be governed by and construed in accordance with the laws in force in the Province of Quebec, without regard to its conflict of law provisions. Your conduct may also be subject to other local, national or state laws.

GENERAL

    1. Entire Agreement. These Terms of Use and the Privacy Policy supersede any prior agreements between you and Nexam and constitute the entire agreement between you and Nexam.
    2. Assignment. You cannot assign or transfer these Terms of Use and the Privacy Policy or any rights or obligations thereto.
    3. Waiver. Nexam’s failure or delay in exercising any right, remedy, power, or privilege under these Terms of Use shall not constitute a waiver of such right, remedy, power, or privilege. To be valid, a waiver must be in writing and must be signed by Nexam. A written waiver of any default shall not be construed as a waiver of any other default or default of the same nature that may occur in the future.
    4. Invalidity or Unenforceability. In the event that one or many provisions of this agreement or the Privacy Policy is declared invalid or inapplicable by a court of competent jurisdiction, such invalidity or inapplicability will not affect the validity or applicability of the other provisions of this agreement or the Privacy Policy. This agreement or Privacy Policy will then be interpreted as if the invalid or inapplicable provision had never formed part of this agreement or the Privacy Policy.

CONTACT US

Nexam appreciates your comments and questions, which may be sent to info@nexam.io.