Terms and Conditions Agreement – 123 mp
(“marketplace / marché public”)

Introduction
This Terms and Conditions and Software-as-a-Service (“Agreement”) governs the use of the Software-as-a-Service herein referred to as 123 mp (“Software”), a Software as a Service (SaaS) offered by 123 Cyber Inc., a Québec corporation with its principal place of business at 4030 Saint-Ambroise Suite 417 Montréal, QC H4C 2C7 (collectively the “Licensors”). By accessing, using, or subscribing to 123 mp, you agree to be bound by the terms of this Agreement.

This Agreement describes the terms and conditions under which 123 Cyber Inc. (“123 Cyber”, “we”, “us”, or “our”) enables its customer (“you”, “your”, “Subscriber”) to access and use the Software and the SaaS. The Software may be accessed directly by the Subscriber or through its authorized users (“Users”).

By using the Software, you agree to be bound by this Agreement, overriding any terms found in other documents like quotes or statements of work.

1. Ownership of Rights
123 Cyber and its affiliates, licensors, and partners retain all rights, title, and interest in the Software and SaaS.

2. License Grant
You are granted a limited, non-exclusive, non-transferable license to use the Software solely for certification or validation of standards by The Digital Governance Council. The Software is licensed, not sold.

3. Downloadable Software
Some features may require downloadable software, and you may need to install updates to continue use.

4. Restrictions

• No reverse engineering, copying, or sublicensing.
• No using the Software for competitive purposes or unlawful activity.
• No use in high-risk systems where failure may result in personal injury.

5. Acceptable Use Policy (AUP)

• Use the Software lawfully and in compliance with applicable laws.
• Ensure security and confidentiality of your data.
• All data is encrypted in transit and at rest. Data removed from your system cannot be recovered by 123 Cyber.

6. Prohibited Activities

• No unlawful, abusive, or harmful content transmission.
• No intellectual property infringement.
• No system disruption or unauthorized access.

7. Third-Party Products
Integrations with third-party tools are for convenience. 123 Cyber does not endorse or warrant any third-party products. Use of third-party tools is your responsibility.

8. Fair Use
123 Cyber may limit or terminate your use if you negatively impact other users or system performance.

9. Performance Data
We collect diagnostic and usage data as part of your subscription by default.

10. Support
Support services are not provided.

11. 123 Cyber Property
All intellectual property, including pre-existing IP and Confidential Information, remains the property of 123 Cyber.

12. Confidential Information
Each party agrees to keep each other’s non-public business information confidential. 123 Cyber may share such information with affiliates or contractors as needed.

13. Prohibited Data
Do not disclose sensitive personal data or Personally Identifiable Information to 123 Cyber for processing.

14. Indemnification by You
You agree to defend and indemnify 123 Cyber from third-party claims related to your data or legal violations.

15. Responsible Use
Unauthorized use or disclosure of the Software, including Confidential Information, may result in injunctive or legal relief.

16. Order Validity
Orders become binding once accepted by 123 Cyber through an authorized reseller.

17. Fees on Renewal
Fees may change, but changes will not affect current subscriptions.

18. Subscription Duration and Renewal
Subscriptions start upon access and last as stated in the Ordering Document.

19. No Suspension for Convenience
Subscriptions cannot be paused temporarily at your request.

20. Termination
123 Cyber may terminate the Agreement if you violate terms. You must then cease all use and destroy copies of the Software.

21. Disclaimer of Warranty
The Software is provided “as is” without warranties. 123 Cyber disclaims all express and implied warranties.

22. Limitation of Liability
123 Cyber is not liable for any damages arising from Software use, including incidental or consequential damages.

23. Force Majeure
Delays or failures due to uncontrollable events (e.g., internet outages, natural disasters) are not the responsibility of 123 Cyber.

24. Waiver
Failure to enforce rights does not constitute a waiver of those rights.

25. Severability
If any provision is invalid, the rest of the Agreement remains in effect.

26. Survival
Sections related to confidentiality, IP, and legal compliance survive termination of the Agreement.

27. Governing Law
This Agreement is governed by the laws of Québec. Disputes must be resolved in the courts of Montréal, Québec.

By clicking “I Agree” or by installing or using the Software and the SaaS, you confirm that you understand and accept the terms of this Agreement. If you do not agree, do not install or use the Software.