Workleap Officevibe Terms of Service

1. Definitions and Interpretation 

1.1. The following capitalized terms shall have the meaning ascribed to them below: 

• “Active User” means a User who was invited to join the Officevibe Platform, who is registered on the Officevibe Platform, and whose registration was not deactivated by Customer or by Workleap under Customer’s instructions; 
• “Affiliate” means both (a) any entity directly or indirectly controlling, controlled by, or under common control with a Party. For the purposes of referring to any Affiliate hereunder, “control” (including the terms “controlling” and “under common control with”) shall mean: (i) the ownership of more than 50% of the equity or beneficial interest of such entity, or the right to vote for or appoint a majority of the board of directors of other governing body of such entity; or (ii) the power to directly or indirectly direct or cause the direction of the management and policies of such entity by any means whatsoever, whether through the ownership of voting securities, by contract, or otherwise 
• “Customer Data” means any content, which may include Personal Information of Users, that Customer or Users submit or transfer to Workleap in conjunction with the Services, including customized questions drafted by the Users, answers to surveys, answers to polls, pictures and comments; 
• “Customer Personal Information” means any Personal Information contained within Customer Data;  
• “Effective Date” means (i) for a User, the first date a User accessed the Website or the Officevibe Platform; or (ii) for a Customer, the last date both Parties signed the General Terms or the date Customer accepted the General Terms, as the case may be; 
• “Officevibe Platform” means the workplace engagement tools and platform commercialized by Workleap as “Workleap Officevibe” and accessed by Customer or Users; 
• “Parties” means (i) Workleap and Customer; or (ii) Workleap and a User, as the case may be;  
• “Personal Information” has the meaning set out in Privacy Laws; 
• “Privacy Laws” means all applicable data protection and privacy legislation, regulations and guidance governing the protection of Personal Information; 
• “Privacy Policy” means Workleap Privacy Policy available as presented on the Privacy Policy page of its website;  
• “Sensitive Personal Information” has the meaning set out in Privacy Laws, and may include race, ethnicity, national origin, religious affiliation, sexual orientation or physical or mental disability; 
• “Survey Respondents” means any User invited by Customer to submit answers to surveys, answers to polls, comments, feedback and suggestions through the Officevibe Platform, including any employee of Customer; 
• “Term” has the meaning set out in Section 8.1 (Term); 
• “User” means, as the case may be, any user of the Website or any individual to whom Customer provides access to the Officevibe Platform, including any account administrators, company manager, group manager and any Survey Respondents; and  
• “Website” means the public website available at https://workleap.com/officevibe/ and its sister websites provided by Workleap (including the Help Center). 

1.2. The term “including” is not limiting and means “including, without limitation”. 

2. Access and Use of the Website or the Officevibe Platform 

2.1. Website. The Users may access and use the Website in accordance with the General Terms. Workleap may revise the content, features and functions of the Website at any time without notice. Workleap may at any time, temporarily or permanently, limit or suspend the access to the Website, at its sole discretion, including to perform upgrades and maintenance to the Website.  

2.2. Services. During the Term (as defined in Section 8.1 (Term)), Workleap grants to Customer and its Users and Affiliates the right to access and use the Officevibe Platform, and any related services, in accordance with the General Terms (the “Services”).  

2.3. Services Revisions. Workleap shall offer the Services materially in accordance with the description on its Website and related documentation. Workleap may revise the content, features and functions of the Officevibe Platform at any time without notice. Workleap will provide Customer with prior notice if there is a change to the Officevibe Platform resulting in overall material decrease in the purpose of the Officevibe Platform. If such material decrease occurs, and Customer is materially impacted in its use of the Officevibe Platform, Customer may terminate its subscription in accordance with Section 8.2(ii).  

2.4. Temporary Suspension of the Services. Workleap may temporarily limit or suspend the Services from time to time, at its discretion, including to perform upgrades to, and maintenance of, the Officevibe Platform. Customer may consult at any time Workleap’s status page where reasonable notice is given ahead of scheduled maintenance which may affect the availability of the Officevibe Platform. 

2.5. Unacceptable Use. Customer and Users shall not, nor attempt to, nor permit third parties to: (i) share non-public features or content of the Website or the Officevibe Platform with any third party; (ii) copy, duplicate, reverse engineer, decompile, decode, decrypt, disassemble, record, alter, enhance, modify, merge, adapt, translate, create any derivative works or otherwise reproduce any part of the Website or the Officevibe Platform (for clarity purposes, Customer and Users shall not access the Website or the Officevibe Platform in order to build a product or service competing with the Services or to build a product using ideas, features, functions or graphics similar to those of the Website or the Officevibe Platform); (iii) send any viruses, worms, time bombs, trojan horses or other harmful or malicious code, files, scripts, agents or programs; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of the Website or the Officevibe Platform; or (v) use the Website or the Officevibe Platform in a manner that overburdens, or that threatens the integrity, performance or availability of the Website or  the Officevibe Platform. Furthermore, the Website or the Officevibe Platform shall not be used to collect, manage or process Sensitive Personal Information and Workleap will have no liability that may result from the Customer’ or Users' use of the Website or the Officevibe Platform to collect or process Sensitive Personal Information. In particular, the categories of User attributes created by Customer account administrator shall not be created so that it would result in the input of Sensitive Personal Information. Customer is responsible to inform Users that Sensitive Personal Information should not be submitted on the Officevibe Platform. In the event that it suspects any breach of this Section, Workleap may suspend Customer’ and Users’ access to the Website or the Services without advance notice, in addition to such other remedies as Workleap may have. WORKLEAP ASSUMES NO LIABILITY FOR ANY UNACCEPTABLE USE OF THE OFFICEVIBE PLATFORM. 

2.6. Account Security and Access. Customer and Users shall take all reasonable steps to prevent unauthorized access to the Officevibe Platform, including by protecting their passwords and other login information. Customer is responsible for any activity occurring in its account (other than activity that Workleap is directly responsible for and is not performed in accordance with Customer’s instructions), whether or not Customer authorized that activity. Customer or Users shall immediately notify Workleap if it becomes aware of any unauthorized access to, or use of, its account.  

2.7. Customer Systems. Customer is responsible for maintaining and updating any operating systems, Internet browsers, anti-virus software, or other software that its Users use to access and use the Services. The Services may not work properly if Customer’s operating systems, Internet browsers and anti-virus software are not up-to-date.  

2.8. Unacceptable Conduct of Users. To help ensure a safe and productive use of the Officevibe Platform, Users shall not, and Customer shall ensure that Users do not have inappropriate conduct including (i) attempting to reveal the identity of a User; (ii) impersonating any other person or entity; (iii) using the Services to send spam or otherwise unsolicited messages in violation of applicable laws; or (iv) allowing the submission of any Customer Data, or using Customer Data in a way, that is illegal, harmful, threatening, abusive, violent, harassing, defamatory, libelous, vulgar, obscene, offensive, indecent, humiliating, hateful, unethical or otherwise objectionable, including based on race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender identity or physical or mental disability. Customer and Users understand that by using the Services, they may be exposed to Customer Data submitted by Users that is in breach of this Section, and under no circumstances will Workleap be liable in any way for any such Customer Data. Workleap shall have the right, at its sole discretion, to remove any Customer Data that violates the General Terms, and to reveal the identity of a User to Customer or any authority if required by law to do so, if such User transfers Customer Data in violation of this Section. CUSTOMER AND USERS SHALL BE RESPECTFUL OF THE SURVEY RESPONDENTS’ RIGHT TO REMAIN ANONYMOUS. It is Customer’s responsibility to monitor and control all activity conducted by Users on the Officevibe Platform. Workleap is under no obligation to review how Users are using the Officevibe Platform, including how Survey Respondents answer surveys and polls and provide feedback and comments. WORKLEAP ASSUMES NO LIABILITY FOR ANY UNACCEPTABLE CONDUCT OF USERS.  

2.9. Indemnification by Customer or the User. Customer or the User shall defend, indemnify and hold harmless Workleap and its officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns against liabilities, damages and costs, including any interest accrued, and reasonable legal fees arising out of, or related to a third party claim in connection with (i) the content or nature of Customer Data, including Customer Data in breach of Sections 2.5 (Unacceptable Use) or 2.8 (Unacceptable Conduct of Users); (ii) the breach of warranties in Section 2.10 (Compliance with Laws) and Section 4.1 (Customer Data); or (iii) Customer’s or any User's alleged or actual use, misuse, inappropriate use or failure to use the Website or the Services, including in violation of Sections 2.5 (Unacceptable Use) or 2.8 (Unacceptable Conduct of Users). Workleap must provide Customer or the User with prompt written notice of any such claim, suit or proceeding, and allow Customer or the User the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer or the User defense and settlement of such matter. Customer or the User shall not settle or compromise any such claim, suit or proceeding without Workleap’s prior written consent, such consent not to be unreasonably withheld, when (a) it results in liability or admission of any liability by Workleap; (b) the settlement does not include a full release of liability for Workleap; or (c) the settlement includes terms other than a full release of liability for Workleap and the payment of money.   

2.10. Compliance with Laws. When providing or using the Services, the Parties shall comply with all applicable laws, including Privacy Laws and applicable anti-corruption laws. Customer is also responsible to obtain any consent required by applicable laws from its Users or to have a legitimate interest to allow Customer to use the Services and to allow Workleap to provide the Services in accordance with the General Terms. 

2.11. Compliance by Users. Customer must ensure that its Users comply with all applicable laws, including Privacy Laws, when using or accessing the Officevibe Platform, and that such Users are governed by, and comply with, the General Terms.

3. Service Fees of the Officevibe Platform and Billing 

3.1. Service Fees. In consideration for the Services, Customer shall pay Workleap the fees applicable to the selected subscription plan, as specified on the Website or in a quote provided in writing by Workleap, which may be on a monthly, annual or multi-year term (the “Service Fees”). Service Fees are determined in accordance with the number of Active Users. Service Fees applicable to a monthly subscription shall be invoiced monthly and are payable on the invoice date. Service Fees applicable to an annual subscription shall be invoiced annually at the beginning of the annual period and are payable within thirty (30) days of the invoice date. Service Fees applicable to a multi-year subscription shall be invoiced at the beginning of the subscription period and are payable within thirty (30) days of the invoice date. 

3.2. Renewal. For monthly subscriptions, Customer’s subscription will be automatically renewed on the first day following the expiration of a subscription month (the “Renewal Date”) for an additional subscription period of one month, unless Customer cancels its subscription before the Renewal Date in accordance with Section 8.2(i) (Termination). If Customer has an annual or multi-year subscription term, Workleap shall send a renewal notice at least thirty (30) days prior to the annual or multi-year subscription term’s expiration date. Customer may renew its subscription for the same subscription term prior to the Term’s expiration, failing which the General Terms shall expire in accordance with Section 8.1 (Term). Service Fees applicable to any such renewal shall be Workleap’s standard Service Fees as specified on the Website at the time of renewal.  

3.3. Change in the Number of Active Users. If Customer wishes to increase the number of Active Users authorized to access and use the Officevibe Platform, Customer may do so in the following manner: 

• Annual or Multi-Year Subscription. Customer on an annual or multi-year subscription may at any time increase the number of authorized Active Users through the “billing” section of the Officevibe Platform. Any incremental Service Fees associated with such increase of authorised Active Users shall be prorated over the remaining period of Customer’s then current subscription term, charged to Customer account and due and payable upon implementation of such increase of authorised Active Users. 
• Monthly Subscription. Customer on a monthly subscription may at any time increase the number of authorized Active Users, without having to pay any incremental Service Fees associated with such increase of authorised Active Users for the remaining period of the then current subscription term. 

3.4. Adjustment of the Number of Active Users upon Renewal. Upon renewal of a subscription term, the Service Fees shall be determined in the following manner: 

• Annual or Multi-Year Subscription. Unless otherwise instructed by Customer before the Renewal Date, for each renewal of an annual or multi-year subscription, the number of authorized paid Active Users to the renewed subscription shall be the higher of (i) authorized paid Active Users in the then current subscription term; and (ii) actual number of Users using the Officevibe Platform in the then current subscription term. Should the number of Active Users exceed the number of authorized Active Users during an annual period, Workleap shall be entitled to the payment of any incremental Service Fees associated with such additional Active Users prorated over the remainder of the subscription term. In such a case, Workleap shall notify Customer prior to invoicing the applicable Service Fees. 
• Monthly Subscription. The number of authorized paid Users to the renewed subscription shall be the number of authorized Users in the last day of the then current expiring subscription term. 

3.5. No Refunds. Except as expressly otherwise provided herein, payments are non-refundable and there are no refunds or credits for partially used periods or number of Users.  

3.6. Overdue Service Fees. Workleap shall have the right to suspend the Services without notice should the Customer’s invoiced Service Fees become overdue. Services shall be restored within one (1) business day of payment.  

3.7. Free trial or Freemium Subscription. If Customer registers for a free trial or a freemium subscription for the Services, Workleap will make such Services available to Customer on a trial or freemium basis free of charge until the earlier of (i) the end of the free trial period applicable to Customer; (ii) the start date of any paid subscription purchased by Customer for such Services; or (iii) termination of the trial or the freemium subscription  at any time by Workleap or Customer, in its sole discretion.  

3.8. Third Party Payment Processor. Workleap reserves the right to use a third-party PCI-DSS compliant payment processor for all billing and receipt of payments hereunder. Customer hereby authorizes Workleap to share payment information, which may include Personal Information, to such third-party payment processor, including for the purpose of updating Customer’s payment method. 

3.9. Taxes. Unless otherwise stated, the Service Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Customer is responsible for paying Taxes except those assessable against Workleap based on its income. Workleap will invoice Customer for such Taxes if Workleap has a legal obligation to do so, and Customer shall pay such Taxes if so invoiced. 

4. Data 

Customer Data 

4.1. Customer Data. Customer or the User represents and warrants that it owns or has obtained all necessary rights, title and interest, and obtained all necessary consents to transfer Customer Data in relation with the General Terms, and that Customer Data doesn’t infringe any third-party intellectual property right and is used in accordance with any labor laws applicable to Customer.  Customer or the User grants Workleap a worldwide, non-exclusive, perpetual and royalty-free right to access, use, process, copy, distribute, perform, export and display Customer Data, only to the extent permitted by law and as reasonably necessary (i) to provide, maintain and improve the Services; (ii) to prevent or address service, security, support or technical issues; or (iii) to create anonymized and aggregated data non-related to a specific Customer, which does not constitute Customer Data and is owned by Workleap, including for use as benchmarking and marketing purposes in accordance with the Privacy Policy or as otherwise expressly permitted in writing by Customer or as required by law. This right continues with respect to anonymized data and any residual backup copies of Customer Data made in the ordinary course of business even after termination of the General Terms.  

4.2. Customer Data subject to Anonymity and Confidentiality. The answers to surveys, answers to polls, comments, feedbacks and suggestions provided by a Survey Respondent are anonymous and confidential, unless the Survey Respondent opts within the Officevibe Platform to remove the anonymity and confidentiality with respect to such content. Any Customer Data for which Survey Respondents have not opted to remove the anonymity and confidentiality shall be kept confidential by Workleap and not shared with Customer. Where Workleap receives a request from a Survey Respondent to delete his or her comment, which may contain Personal Information, or from a User to receive the Personal Information concerning him or her, which he or she has provided to the Customer and which is being processed by Workleap, Customer hereby authorises Workleap to comply with that request. 

4.3. Protection of Customer Data. Workleap shall store and process Customer Data in accordance with the Privacy Policy and the Data Processing Addendum, where applicable. Workleap has implemented technical, organizational and administrative systems, policies and procedures as well as other measures detailed in the Privacy Policy to help ensure the security, integrity, availability and confidentiality of Customer Data, and to mitigate the risk of unauthorized access to or use of Customer Data. Nonetheless, hosting data online involves risks of unauthorized disclosure, loss or exposure and, in accessing and using the Officevibe Platform, Customer assumes such risks, except for gross negligence or unlawful conduct of Workleap.  

Telemetric Data from the Website and the Officevibe Platform 

4.4. Telemetric Data. To the extent permitted by law, telemetric data related to how Users access and use the Website and the Officevibe Platform (including features and functions of the Website and the Officevibe Platform being used by Users, stack trace data and reports related thereto) and the anonymized or aggregated data derived from such telemetric data does not constitute Customer Data, and is owned by Workleap.  

Personal Information 

4.5. Personal Information. When using the Services and/or when accessing the Website, including by subscribing to Workleap’s newsletter, by downloading content from the Website or by using the Website chatbot, Customer and/or User may transfer to Workleap, and Workleap may collect, access or process, Personal Information, including, when applicable, Customer Data containing Personal Information. Workleap shall collect, access or process any Personal Information in accordance with the Privacy Policy. Customer and/or User consents to the transfer, processing and storage of Personal Information in accordance with the General Terms and the Privacy Policy and the Data Processing Addendum, where applicable. 

Confidential Information 

4.6. Confidential Information. “Confidential Information” means any non-public, confidential or sensitive information, including Customer Data, disclosed by a Party or on its behalf (the “Disclosing Party”) to the other Party (the “Receiving Party”), and excludes any information that is: 

• subject to applicable Privacy Laws, publicly available or later becomes publicly available other than through a breach of the General Terms;  
• as evidenced by documentary and competent evidence: (a) known to the Receiving Party or its employees, agents or representatives prior to such disclosure or (b) without using the Confidential Information, is independently developed by the Receiving Party or its employees, agents or representatives subsequent to such disclosure; or  
• as evidenced by documentary and competent evidence, subsequently lawfully obtained by the Receiving Party or its employees, agents or representatives from a third party without obligations of confidentiality, provided that such source is not, to the knowledge of the Receiving Party, in breach of its obligations of non-disclosure towards the Disclosing Party.  

4.7. Use or Disclosure of Confidential Information. The Receiving Party shall only use or disclose Confidential Information to exercise its rights and fulfill its responsibilities under the General Terms. The Receiving Party shall exercise the same degree of care and protection with respect to the Confidential Information that it exercises with respect to its own confidential information and in any event, at least diligent and prudent care. The Receiving Party shall not directly or indirectly disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information, except that Workleap may disclose Confidential Information to its third party service providers in connection with the performance or the improvement of the Services, in which case Workleap will ensure that the third party maintains reasonable data practices for maintaining the confidentiality and security of the Confidential Information and preventing unauthorized access. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. The Receiving Party shall give the Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate with the Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at the Disclosing Party’s expense. The provisions of this Section shall supersede any prior non-disclosure agreement by and between the Parties, and such agreement shall have no further force or effect. 

4.8. Return of Confidential Information. Following the termination or expiration of the General Terms, and upon request of a party, the other party shall return all Confidential Information to the other; provided, however, that each party may retain copies of the other party’s Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes provided further, that the retaining party will not use the retained Confidential Information for any other purpose. 

4.9. Survival of Confidentiality Obligations. Subject to applicable laws, the foregoing obligations of each party with respect to Confidential Information shall survive any termination or expiration of the General Terms, and shall continue for a period of three (3) years following the termination or expiration of the Term unless applicable laws require the Confidential Information to be retained for a longer period. 

Additional Rights 

4.10. GDPR. The Parties may be subject to additional terms and conditions under the General Data Protection Regulation (Regulation (EU) 2016/679). Such terms may be found in the Data Processing Addendum, which is hereby incorporated by reference and make part of the General Terms, to the extent applicable. In the event of any conflict or inconsistency between the Data Processing Addendum and the General Terms, the Data Processing Addendum shall prevail. 

5. Workleap’s Warranties and Disclaimers 

5.1. Warranty. Workleap represents and warrants that: (i) the Officevibe Platform does not infringe on any third-party intellectual property rights or constitute a misuse or misappropriation of a trade secret; (ii) contingent upon Customer’s proper use, Customer’s use of the Officevibe Platform does not infringe on any third party intellectual property rights; and (iii) it has the right to grant the access and use of the Officevibe Platform to Customer.  

5.2. Warranty Disclaimers. WORKLEAP DOES NOT WARRANT THAT THE WEBSITE OR THE OFFICEVIBE PLATFORM WILL BE UNINTERRUPTED, TIMELY, DEFECT FREE, ERROR FREE, VIRUS FREE OR FREE OF OTHER HARMFUL COMPONENTS OR WILL NOT BE SUBJECT TO UNAUTHORIZED USE OR DISCLOSURE. CUSTOMER ACCEPTS THAT THE WEBSITE AND THE OFFICEVIBE PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL DEFECTS AND ERRORS, IF ANY. WORKLEAP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. INFORMATION CREATED BY THIRD PARTIES AND THAT MAY BE ACCESSED ON THE WEBSITE OR THE OFFICEVIBE PLATFORM IS NOT ENDORSED BY WORKLEAP, AND MAY NOT HAVE BEEN REVIEWED BY WORKLEAP, AND REMAINS THE RESPONSIBILITY OF THE THIRD PARTY. WORKLEAP DOES NOT CONTROL CUSTOMER DATA AND DOES NOT GUARANTEE THE ACCURACY, INTEGRITY OR QUALITY OF SUCH CUSTOMER DATA AND OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE OR THE OFFICEVIBE PLATFORM. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, RELIABILITY, COMPLETENESS AND USEFULNESS OF CUSTOMER DATA AND ANY INFORMATION OBTAINED THROUGH THE USE OF THE WEBSITE OR THE OFFICEVIBE PLATFORM, AND FOR MAKING AND IMPLEMENTING DECISIONS BASED ON SUCH INFORMATION, AND DEALING WITH ANY RELATED CONSEQUENCES. WORKLEAP ASSUMES NO LIABILITY FOR ANY OF SUCH INFORMATION HANDLED BY CUSTOMER THROUGH THE WEBSITE OR THE OFFICEVIBE PLATFORM. 

6. Limitation of Liability 

6.1. Dollar Cap. EXCEPT FOR FRAUD, PHYSICAL INJURY OR DEATH OR INTENTIONAL OR GROSS FAULT OF EITHER PARTY, FOR THE INDEMNIFICATION FOR INTELLECTUAL PROPERTY INFRINGEMENT REFERED TO IN SECTION 7.2 (INDEMNIFICATION) OR FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS REFERRED TO IN SECTION 2.9 (INDEMNIFICATION BY CUSTOMER OR THE USER), IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY OF PROVEN DIRECT DAMAGES ARISING OUT OF OR RELATED TO THE GENERAL TERMS EXCEED THE TOTAL AMOUNT PAID AND PAYABLE, IF ANY, BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS IN CASE OF A USER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THIS LIMIT. PARTIES UNDERSTAND THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SERVICE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WORKLEAP WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WORKLEAP HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE THE RIGHTS TO ACCESS AND USE THE WEBSITE OR SERVICES. 

6.2. Exclusion. IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, GOODWILL, BUSINESS OR DATA OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE GENERAL TERMS, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INTENTIONAL OR GROSS FAULT OF THE PARTY. THE FOREGOING EXCLUSIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 

6.3. Consultant. Should Customer hire a consultant to perform services relating to the implementation and the use of the Officevibe Platform, Workleap shall have no responsibility in relation to such services. 

7. Intellectual Property and Feedback 

7.1. No Rights granted. Workleap retains all right, title, and interest in and to the Website and the Officevibe Platform and the content Customer accesses through the Website and the Officevibe Platform, other than Customer Data. The General Terms do not grant Customer any intellectual property rights in or to the Website or the Officevibe Platform or in Workleap’s logos and other trademarks. Customer or Users shall not remove, alter, or obscure any copyright, trademark or other proprietary notices appearing in or on the Website or the Officevibe Platform. 

7.2. Indemnification. Workleap will defend, indemnify, and hold harmless Customer and its officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns against any Third Party Claim Losses, provided however that Workleap will have no liability to the extent the Third Party Claim Losses against Customer arises from (i) the content or nature of Customer Data; (ii) any non-Workleap product; or (iii) any modification, combination or development of the Officevibe Platform that is not performed by Workleap. Customer must provide Workleap with prompt written notice of any Third Party Claim Indemnifiable Proceeding and allow Workleap the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Workleap defense and settlement of such matter. Workleap shall not settle or compromise any Third Party Claim Indemnifiable Proceeding that results in liability or admission of any liability by the Customer without Customer’s prior written consent, such consent not to be unreasonably withheld. Workleap shall not settle or compromise any Third Party Claim Indemnifiable Proceeding without Customer’s prior written consent, such consent not to be unreasonably withheld, when (a) it results in liability or admission of any liability by Customer; (b) the settlement does not include a full release of liability for the indemnified parties; or (c) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money. For the purpose of this Section, the following definitions apply: 

• “Third Party Claim Indemnifiable Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding brought against Customer arising out of a third-party claim that the software used in the Officevibe Platform infringes any intellectual property rights of such third party; and 
• “Third Party Claim Losses” means any amount finally awarded in, or paid in settlement of, any Third Party Claim Indemnifiable Proceeding. 

7.3. Feedback. Any feedback or suggestions sent or shared by Customer or Users with Workleap or by the Officevibe Platform or the Website to improve the Officevibe Platform or the Website may be implemented by Workleap in any manner, including future enhancements and modifications to the Website or the Officevibe Platform. In such case, Customer and Users grant Workleap an unlimited, worldwide, irrevocable, perpetual, sublicensable, transferable, fully paid-up, royalty-free right to use any such feedback or suggestion for any purpose without any obligation or compensation to Customer, Users or any third party. In addition, Workleap shall be free to reuse all general knowledge, experience, know-how, works and technologies, including ideas, concepts, processes and techniques, related to or acquired during provision of the Services. 

8. Term and Termination 

8.1. Term. The General Terms are effective as of the Effective Date, and (i) for Customer, until all subscriptions terms to the Officevibe Platform, including all renewals, have expired or until they are terminated by any or both Parties in accordance with Section 8.2 (Termination); or (ii) for a User, as long as he or she is accessing the Website or the Officevibe Platform (the “Term”). For the purpose of the General Terms, a subscription term expires if it is not renewed pursuant to Section 3.2 (Renewal). 

8.2. Termination. The General Terms may be terminated:  

• by Customer at any time if it cancels the Services through its Officevibe Platform account or with an Workleap customer representative;   
• by the Parties at any time if the other Party materially breaches any of its obligations under the General Terms. If the material breach is curable, the General Terms may only be terminated if such breach is not cured within 15 days after a Party provides notice of the breach to the other Party. For clarity purposes, any violation of Section 2.5 (Unacceptable Use) and 2.8 (Unacceptable Conduct of Users) by Customer shall be deemed a material breach of the General Terms; 
• by Workleap if Customer fails to make any payment of the Service Fees within 15 days after Workleap provides notice that such amounts are overdue to Customer; or   
• by Workleap for convenience, with at least a 30 day prior written notice for a monthly subscription, or with at least a 90 days prior written notice for an annual or multi-year subscription. 

8.3. Early Termination Fee – Termination for Convenience. In the event Customer unilaterally terminates this agreement for convenience prior to the expiry of the Term and has not prepaid the total Service Fees payable hereunder, it shall pay as liquidated damages a termination fee equal to the remaining Services Fees of the agreement that have not yet been paid by Customer (the “Termination Fee”). The parties stipulate that the Termination Fee described above is not a penalty, but rather a reasonable measure of damages, based on the parties’ expectation of the nature of the losses that may result from such termination. 

8.4. No Refund in the Event of Termination. Section 3.3 (No Refunds) applies, regardless of the cause of termination. However, if Customer has terminated the General Terms pursuant to Section 8.2 (ii) or if Workleap has terminated the General Terms pursuant to Section 8.2(iv) Workleap shall refund prepaid Service Fees prorated for the remainder of the unused Term. CUSTOMER HEREBY EXPRESSLY RENOUNCES TO THE APPLICATION OF ARTICLES 2125 TO 2129 OF THE CIVIL CODE OF QUEBEC.  

8.5. Survival. Any rights and obligations of the Parties hereunder that by their nature are reasonably intended to survive termination or expiration of the General Terms, shall survive termination or expiration of the General Terms including Sections 2.5 (Unacceptable Use), 2.8 (Unacceptable Conduct of Users), 2.9 (Indemnification by Customer), 4.7 (Use or Disclosure of Confidential Information), 5.2 (Warranty Disclaimers), 6 (Limitation of Liability), 7 (Intellectual Property and Feedback), 8 (Term and Termination) and 9 (General) shall survive termination of the General Terms.  

9. General 

9.1. Publicity. Customer grants Workleap the right to use Customer’s company name and logo as a reference for marketing or promotional purposes, including on its Website or blog and in other public or private communications with Workleap’s existing or potential customers. If Customer wishes to limit such right at any time, it shall notify Workleap at the following email: support@officevibe.com. Customer retains all right, title, and interest in and to such company name and logo.  

9.2. Governing Law and Venue. The General Terms shall be governed, construed and enforced solely in accordance with the laws applicable in the Canadian province of Quebec, without reference to: (i) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties; (ii) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (iii) other international laws. Any litigation in any way relating to the Services or the General Terms shall be brought and venued exclusively in the judicial district of Montreal in the Canadian province of Quebec, and the Parties waive any objection that such venue is inconvenient or improper.  Each Party waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Services or the General Terms. 

9.3. Specific Performance. Notwithstanding any other provision in the General Terms, a non-breaching Party may, upon any breach of the General Terms, immediately seek enforcement of the General Terms by means of specific performance or injunction, without any requirement to post a bond or other security. 

9.4. Force Majeure. Except as expressly provided otherwise in the General Terms, Workleap shall not be liable by reason of any failure or delay in the performance of its obligations on account of an unforeseeable and irresistible event, including external causes with the same characteristics, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, act of God, war, terrorism and governmental action.  

9.5. No Other Agreements. The General Terms are the complete and exclusive statement of the Parties’ agreement relating to the subject matter hereof and supersedes all oral or written offers, understandings, representations, conditions, warranties, covenants and other communications between the Parties relating hereto, including, without limitation, any non-disclosure agreements relating to the subject matter hereof, any order documentation as well as any terms or documentation which is not explicitly referred to in these General Terms. 

9.6. Notices. Workleap may send notices pursuant to the General Terms to Customer’s email contact points provided by Customer. Customer may send notices pursuant to the General Terms to Workleap at support@officevibe.com. Notices shall be deemed received 24 hours after they are sent. 

9.7. Assignment & Successors. The General Terms shall be binding upon and inure to the benefit of the Parties’ respective successors and assigns. 

9.8. Waiver. No waiver by either Party of any default in performance on the part of the other Party shall constitute a waiver of any subsequent breach or default by the defaulting Party. 

9.9. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of the General Terms invalid or otherwise unenforceable in any respect. In the event that a provision of the General Terms is held to be invalid or otherwise unenforceable, such provision shall be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of the General Terms shall continue in full force and effect. 

9.10. Technology Export. Customer shall not export any software provided by Workleap or otherwise remove it from Canada or the United States except in compliance with all applicable Canadian and U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the Website or the Officevibe Platform in or export such software to, a country subject to an embargo by Canada or the United States. 

9.11. Consumer Protection Law. Workleap is a workplace tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, consumer protection laws do not apply.  

9.12. Inappropriate Conduct. The Customer, its Users and Workleap recognize the right of employees to work in an environment free from harassment, including sexual harassment and discrimination. The Parties shall not, and they shall ensure that their respective employees, agents and representatives shall not, engage in any conduct that creates an intimidating, hostile or offensive work environment. 

Where an allegation of inappropriate conduct, harassment or discrimination is received in connection to these General Terms, the Parties agree to cooperate in order for the matter to be investigated on a priority basis. 

A breach of this section shall be deemed a material breach of the General Terms. 

9.13. Relationship of the Parties. The Parties are independent contractors. The General Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Each Party hereto represents and warrants that it has the authority to agree to the General Terms on behalf of the organisation that it represents. 

9.14. Amendments. Unless Customer has a superseding written agreement with Workleap, Workleap may amend the General Terms from time to time on its Website, as its business evolves. Any revisions to the General Terms will become effective on the date Workleap publishes the changes. Customer and Users can review the most current version of the General Terms at any time by visiting Workleap’s website. If Customer or Users use the Services or access the Website, as the case may be, after the effective date of any changes, that use or access will constitute the acceptance of the revised General Terms.