Last updated: May 31, 2021
By subscribing to Deflect using our web form or by using or accessing the Service, you indicate your assent to be bound by and to comply with this Agreement between you and eQualitie inc. (“eQualitie”, “we”, or “us”).
If you are entering into this Agreement on behalf of a corporation or other legal entity, you are representing to eQualitie that you have the authority to bind that entity to the Agreement, in which case the terms “you” and “your” elsewhere in this Agreement refer to that entity.
eQualit.ie provides two tiers of Deflect:
- A) Deflect for business & enterprise may be used by any business, including those which are eligible for Deflect for non-profits;
- B) Deflect for non-profits is provided free of charge to civil society groups and individuals working to defend human rights and create independent media.
If you meet the eligibility requirements, you may apply for Deflect for non-profits by checking the “I am eligible” checkbox on the sign-up form. If you fail to check this box, you are subscribing to the Deflect for business & enterprise tier and will be billed for your use of Deflect.
By agreeing to these Terms, you represent that you satisfy the eligibility criteria for the tier you chose, as described above. eQualitie reserves the right, at its entire discretion and at any time, to rescind your eligibility for Tier B, notifying you of the change in advance. Once registered, you may also request that we reassess your eligibility for a different tier by contacting us via your account on the Deflect Dashboard.
3. Your Use of the Service
You grant us a royalty-free, non-exclusive, fully sub-licenseable, worldwide right and licence to collect, use, transmit, and display data you provide us solely for the purpose of enabling us to provide the Service. You retain all other rights in your data.
3.2 Representations, Warranties and Responsibilities
In addition to any other obligations contained in these Terms, you:
- Represent and warrant that you have the full power and authority to register your website for Deflect;
- Represent that the information you have provided eQualitie is accurate and complete;
- Undertake to keep your Deflect account credentials secure (e.g. password strength) and confidential;
- Undertake to notify eQualitie twenty-four hours in advance of any security scans you may want to run on your website, if you wish to avoid having our scan counter-measures return invalid responses to your scans;
- Undertake not to reverse engineer or otherwise attempt to destabilize or actively weaken the security of the Service, nor to provide any information to third parties that may allow them to do so;
- Undertake to treat eQualitie staff and partners with courtesy and respect; and
- Undertake to appoint a representative (the “Website Representative”) and:
- to ensure that this Website Representative has control of the primary email account for the Protected Site,
- to duly authorize the Website Representative to have exclusive access to the Deflect Dashboard profile configured for the Protected Site,
- to keep a record of this authorization, and
- to promptly notify eQualitie when your Website Representative changes.
Unless otherwise expressly permitted in writing by eQualitie, you agree not to:
- Host, store, post or transmit content that is contrary to the underlying values nor the letter of the laws of Quebec or Canada or the International Bill of Human Rights, including content that:
- Infringes on personal information protection rights, including the underlying values or the letter of Canada’s Privacy Act or PIPEDA (the Personal Information Protection and Electronic Documents Act),
- Is discriminatory, threatening, or liable to incite violence, or racial hatred, or
- Violates intellectual property rights;
- Engage in abusive activity in connection with the Protected Website, such as:
- Disseminating spam email or malware,
- Network vulnerability scanning, or
- Intentionally or inadvertently compromising the Deflect service; nor to
- Serve content other than web pages as viewed through a web browser or other application.
3.4 Resolving content disputes
- In the event that your content violates these Terms or legally requires eQualitie to respond, disputes will be resolved through the following process:
- eQualitie will email the Website Representative to request that you remedy the situation.
- You will then have 48 hours from this request being sent to either (i) remedy the situation as requested, or (ii) respond to eQualitie by email with an explanation as to why you believe that the relevant policies have not been violated and/or that eQualitie is not legally required to act.
- eQualitie undertakes to carefully consider your explanation and to analyze the situation in connection with eQualitie’s published Deflect Project Principles and eQualitie’s Values statements, as they may be amended from time-to-time. In cases where eQualitie believes it to be appropriate or necessary, eQualitie shall consult an advisory board or its staff with respect to the decision. Within 72 hours of receiving your explanation, eQualitie undertakes to either provide you with a final decision, or engage you in further discussion with the goal of arriving at such a final decision as quickly as practicable.
- You undertake to comply with such a final decision and to remedy the relevant violation(s) forthwith.
- Should eQualitie decide to cease providing the Deflect service to you entirely as a result of such a violation, you will be notified and given 24 hours (as a client of Deflect) and 48 hours (as a client of eQpress) to change network configuration, backup your data and to offboard your website/s whenever this is legally possible.
- In the event that eQualitie is legally required to act, eQualitie may provisionally remedy the situation itself, even before sending you a request as described in clause 3.4.1(1) above, but in that case eQualitie must nonetheless notify you forthwith of the action that it has taken and the reason for taking such action, at which point you have the right to provide an explanation within 24 hours according to the same process set out in clause 3.4.1, mutatis mutandis.
4. Our obligations
We agree to:
- Maintain an up-time of no less than 99.9% during each calendar month, where up-time is understood as a period during which Deflect edges are dutifully replying to readers requesting your website, and accurately delivering content you have made available on your webserver.
- Notify you via email prior to putting into place advanced mitigation measures, notably requiring challenge-response tests of visitors to the Protected Website before they may access its content;
- Allow your Website Representative, via the Deflect Dashboard, to enable or disable specific mitigation measures; and
- Respond by email to tickets your Website Representative submits to our help desk to support your use of Deflect.
In the unlikely event that we fail to fulfill any of the obligations above, we will waive and/or reimburse the fees for your use of the Service for the calendar month in question, but we will not be liable for any further damages of any kind, including any compensation for any type of harm that you may experience. Any time during which you have disabled any of our protection measures in the Deflect Dashboard is deemed to be up-time for the purposes of this Agreement, irrespective of whether the Protected Site continues to respond to requests during this time.
By subscribing to this optional hosting service through the Deflect Dashboard, you also agree and accept that:
- You have no rights in or ownership over any IP address that may be assigned to you by us as part of providing the service;
- You will use best efforts to ensure that your website and hosted and related information remains free of all software viruses and other malicious code.
- Should we establish that your website has been compromised by malware or other malicious code, we may at our sole discretion act to attempt to correct the problem without any liability to you for any damage or loss that you may experience due to this action;
- You will be solely responsible for keeping backup copies of all information stored on your site, irrespective of whether we may also make backups as a courtesy, and you agree that we bear no liability in the event of disclosure, compromise, loss, or damage to this information;
- You hereby grant to us, to the extent necessary to provide the Service, a non-exclusive, royalty-free, worldwide right and license:
- to use, reproduce, publicly perform, publicly display, modify, translate, excerpt (in whole or in part), publish and distribute your hosted information and your website, and
- to make encrypted backup copies of your hosted files, databases, and your website;
- You retain all other rights or interests in your information;
- You specifically acknowledge that for the purposes of personal information protection or data protection law, you remain at all times the custodian (or controller or similar status) of personal information on your hosted website and that we are not the custodian of this information, but are only your service provider with respect to this information; and
- You must use hosting server resources in an efficient and responsible manner and avoid excessive use of such resources as may interfere with or prevent normal service performance for other customers.
- Method. We accept payment by Visa, Mastercard, American Express, Discover, Diners Club, and JCB. You agree, during the Deflect sign-up process, to provide us with valid credit card information, which you authorize us to charge, potentially on a recurring basis. You agree to update your credit card information as necessary. Charges to the card will begin immediately.
- Monthly fee. Billing for Deflect for business & enterprise will occur on a monthly basis, according to the rates indicated on the Pricing page.
- Sales Tax. For residents of Quebec, we collect the Goods and Services Tax (GST) and the Quebec Sales Tax (QST). For residents of Prince Edward Island, New Brunswick, Nova Scotia, Ontario and Newfoundland and Labrador, we collect the Harmonized Sales Tax (HST). For residents of other Canadian provinces, we collect the GST only. If you live outside Canada, we do not collect local taxes. If any local taxes (such as other provincial sales taxes, state tax or VAT) are payable, payment should be made to the relevant authorities in that jurisdiction.
- Price changes. We reserve the right to change the prices above, after giving you notice one month in advance of any change.
- No refunds. All of the fees connected to the Service are nonrefundable.
You are free to terminate this Agreement at any time by closing your account through the Deflect Dashboard. You can immediately stop using Deflect at any time by modifying the Protected Website’s nameserver records so they no longer point to the Deflect Service.
We may terminate this Agreement with two months’ notice for any reason.
We reserve the right to terminate this Agreement and remove your data and website from Deflect if you are in violation of any of the terms of the Agreement, including if we are no longer able to charge the payment method that you have provided. We will attempt to contact you before removing your website from Deflect in order to resolve any outstanding issues and avoid termination of the Agreement. If we fail to take immediate action to suspend the Service, we nonetheless indefinitely retain our right to terminate the Agreement as described above.
In the case of abusive activity or if providing the Service to your website undermines the integrity of the Service itself, we reserve the right to remove your data and website from Deflect immediately and without prior notice.
8.1 Limitation of Liability
Aside from the guarantees set out above in clause 4 of this Agreement, you agree that the Service is provided to you “as is”, and that any warranty is hereby excluded to the extent permitted by law, including any implied warranty, condition of merchantable quality, fitness for a particular purpose, non-infringement, assurance of availability, or freedom from error.
In no event shall we be liable to you or any of your affiliates for any direct, consequential, incidental, exemplary, punitive or any other damages even if advised in advance of the possibility of such damages, including but not limited to any lost revenue, lost profit or lost savings, or any other loss.
Without limiting the generality of the foregoing, you specifically agree that eQualitie bears no liability for its response to what it believes in good faith to be an immediate threat to the Service, to eQualitie’s other resources, or to any of its clients.
You agree to hold harmless and indemnify us and our affiliates, officers, agents, and employees from any claim, suit or action arising from or related to your use of the Service or violation of these Terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorney’s fees.
Where this Agreement requires notice to be given:
- you may notify eQualitie through the Contact Us form; and
- eQualitie may notify you using the email address that you provided us at sign-up time or, if you have updated that address through the Deflect Dashboard, the most recent address you have provided.
eQualit.ie may modify these Terms at any time. If a modification materially alters your rights, we will notify you in advance. Unless otherwise specified, any modifications take effect at the start of the billing period that follows the notice. Your sole and exclusive remedy if you do not agree with the modification is to cancel your subscription before the end of the billing period.
9.3 Dispute Resolution and Enforceability
This Agreement is governed by the laws of Quebec, and is deemed to have been concluded in Quebec in the judicial district of Montreal. The parties agree that any disagreement or dispute relating to this Agreement or arising from its interpretation or application will be adjudicated by arbitration, to the exclusion of any court, tribunal, or other forum. Unless the parties decide otherwise in an arbitration agreement, the arbitration will be conducted in English in the city of Montreal and will be heard by a single arbitrator in accordance with the rules of law and the provisions of the Quebec Code of Civil Procedure that are in force at the moment of the dispute. The arbitral award shall be final, enforceable, without appeal and binding upon the parties. The Terms constitute the entire agreement between you and eQualitie related to the provision of the Service.
This Agreement has been drafted in English at the express request of the parties. (Cette entente a été rédigée en anglais à la demande expresse des parties.)