Conditions d'utilisation

Version 2.0 Effective as of July 3rd, 2020

These Terms of Use (the “Terms of Use”), is a legal contract between the individual(s) and/or the organization wishing to access and use our Services (“you”) and Valital Technologies Inc. (“Valital”, “we”, “us” or “our”) governing your access to and use of our <https://www.valital.com/> website (“Website”) as well as our Valital online platforms, i.e. Platform for Recruitment, Platform for Talents and Platform for Security  (collectively, the “Platforms” and together with the Website, our “Services”), even if you are signing in or using an account provided by a corporation or any other organization whom we have executed a Master Subscription Agreement (a “Customer”).

Your access and use of our Services are also subject to our Privacy Statement and any other policies or guidelines posted at <https://www.valital.com/>.

Please review these Terms of Use carefully, since they include limitations of liability as well as disclaimers of warranties, and other terms which may affect your legal rights. By accessing or using our Website or Platforms in any way, you expressly acknowledge that you have read and agree to be bound by these Terms of Use. If you do not agree with these Terms of Use, or if you lack capacity or authority to agree to them, you must not visit nor use our Website and Platforms.

If you have any questions about these Terms of Use, feel free to contact us at contact@valital.com or by mail at the address indicated at the end of the Terms of Use.

1. Scope of the Terms of Use

1.1 These Terms of Use do not apply to third-party websites, even if those websites are referenced or linked to by us, our Website or our Platforms. We cannot be responsible for the content of third-party websites, their terms of use or any issues arising from your access to and use of third-party websites.

2. Relationship between Customers, Users and Us

2.1 As between us and Customer, you agree that it is solely Customer’s responsibility to:

  1. inform you of any relevant Customer policies and practices and any settings that may impact the processing of Customer Data; 
  2. obtain any rights, permissions or consents from you that are necessary for the lawful use of Customer Data and the operation of the Services;
  3. ensure that the transfer and processing of Customer Data requested by Customer is lawful; and
  4. respond to and resolve any dispute with you relating or based on the Customer Data, the Services, or Customer’s failure to fulfill these obligations.

3. Amendments to the Terms of Use

3.1 We may amend any part of these Terms of Use by adding, deleting or varying their content and/or scope. These amendments may be made from time to time, in our discretion, and the revised Terms of Use will be posted on our Website and/or Platforms, as the case may be. If we do so, we will notify you of any material changes.

3.2 If you disagree with an amendment to these Terms of Use, or if you lack capacity or authority to agree to them, you must cease visiting our Website and Platforms.

4. Limited License to Users

4.1 Subject to your compliance with these Terms of Use, and for as long as we make our Website and Platforms available, we grant you a limited right to access our Website and Platforms. This right takes the form of a personal, revocable, non-exclusive, non- transferrable, and non sublicensable license, authorizing limited and temporary reproduction of the Website and Platforms only to the extent necessary for normal browsing and related activities. For the sake of clarity, the foregoing does not include any right to directly access the software, databases, algorithms or data which power our Website and Platforms, nor any right to obtain a copy of the source code or architecture thereof.

4.2The above license also authorizes you to display on your computer, print, download and use the content made available to you on our Website and Platforms, only for non-commercial, personal and/or educational purposes, provided that you do not modify any such content and that you include on each copy of such content the associated copyright notice and this limited license.

4.3 It is your responsibility to notify us of any problem having or potentially having an impact on your access to or use of our Website and Platforms, or of your account number(s)/name(s) and password(s). In such a case, you can contact us via email at: contact@valital.com.

4.4 Our Website and Platforms are intended for lawful use by persons of sixteen (16) years and over. If you are under the age of sixteen (16), please discontinue using our Website and Platforms immediately or ensure that a person of sixteen (16) years or over is supervising your use of our Website and Platforms

5. Plan Options (for Companies only)

5.1 You can enrol at any time through the Platforms for a Free Plan or in two different Plans (Starter and Business) for a monthly fee that provides you access to a predefined number of annual validations. During the period of your enrolment to a Plan, you can purchase additional validations (Bundle). Enterprise Plans are also available for a larger number of annual validations.

5.2 For the platform for Recruitment, a validation is counted when you send an invite to a talent. However, this validation is credited back to your account in one of the following scenarios:

  1. You delete the invitation before the talent accepts it; or 
  2. The talent declines your initial invitation

5.3 A request for an New Validation of an active talent or an individual  is counted as a validation.

6. Plan Period (for Companies only)

6.1 Any selected Plan and its allocated number of validations are valid for a period of 12 months from the date of enrolment. The allocated validations and any add-on (Bundle) validations should be used during the Plan Period. You understand that, once purchased, the add-on Bundle validations will be treated similarly to the validations included in your current active Plan. Plans are renewed automatically at the end of the Plan Period. However, you may cancel your Plan at any time during the Plan Period and the fees will be adjusted based on the number of validations performed from the beginning of the Plan Period to the cancellation date.

7. Free Plan (for Companies only)

7.1 You can sign-up for a one-time free trial for some of the services. Your Free Plan starts on the day you create the account and lasts until you use all the free validations. If you wish to be converted to a paid Plan at any time during the trial period, then you authorize us to charge your credit card for that specific Plan. You may, however, cancel your Plan before the next billing cycle in accordance with these Terms, but no credits or refunds will be available.

8. Fees (for Companies only)

8.1 If you select a paid Plan, you agree to pay the fees ("Fees") as quoted to you when you enrol in that Plan. You will pay the Fees in the currency quoted at the time of purchase. You are responsible for providing us with complete and accurate billing and payment information. You consent and agree to allow Valital Technologies, or our payment affiliates or services providers, to process and/or store your payment credit card information. You also agree to pay the applicable fees for the Plan each time they become due plus all related taxes. You authorize us to charge your credit card for the Plan you have selected and for any bundled validation that you add. Fees paid are non-refundable and non-cancellable. To the extent we have not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts. If you do not cancel your account, we may automatically renew your Plan and charge you for any renewal term. You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Plan and related services.

8.2 We reserve the right to change  prices of the Services at any time. However, if we have offered a specific duration and Fee for a Plan and any Services, we agree that the Fee will remain in force for that duration. After the offer period ends, your use of the Plan and/or Services will be charged at the then-current Fees. If you don't agree to these changes, you must stop using our services and cancel via email to contact@valital.com. If you do not cancel in accordance with these Terms, the Plan and related services will automatically renew at the then-current price and for the same Plan Period.

9. Plan Changes (for Companies only)

9.1 You can add bundle validations, upgrade or change your Plan or opt-out at any time. Changes will be in effect on the date of the change. You will be charged based on the actual use of validations which will be calculated based on the corresponding fee per validation of your current Plan and pro-rated to your active Plan Period.

9.2 If you have performed validations from the beginning of the Plan Period until the date of the upgrade for a value per validation less than the monthly fee already paid, there will be no adjustment (credit). If you have performed validations from the beginning of the Plan Period until the date of change for a value per validation higher than the monthly fee already paid, you will be charged the fee difference based on the fee per validation of your current Plan Option and pro-rated to your active Plan Period. Bundles will be treated similarly to the validations included in the current active Plan Option.

10. Account Number, Names and Password

10.1 You are responsible for maintaining the confidentiality of any of your Platforms-related account number(s)/name(s) and password(s).

10.2 By registering to use our Services, you agree that:

  1. your account and password are personal to you, and may not be used by anyone else;
  2. you will not do anything which would assist anyone who is not a registered user to gain access to the Services;
  3. you will not create registration accounts for the purpose of abusing our Services (or our support community), or other users, nor will you seek to pass yourself off as another user.

10.3 You agree to notify us immediately if you become aware of any unauthorized use of your password or account identifiers by others.

10.4 You are required to use and maintain hardware and software of sufficient quality and performance capability when you access or use our Website and Platforms. Your failure to do so may result in a higher security risk and cause some or all of the functionality of our Website and Platforms not to operate properly or at all.

10.5 We reserve our right to, in our discretion and without prior notice, deactivate your account on our Platforms or limit your right to access our Website and/or Platforms, in the event you contravene to these Terms of Use.

11. Unauthorized Activities

11.1 You represent and warrant that you will  not:

  1. decompile, disassemble, reverse engineer, investigate or otherwise access any non-UI portion of our Website and Platforms;
  2. circumvent any limitations we place on your access and/or use of our Website and Platforms, or any security features or technological protection measures built into our Website and Platforms;
  3. use or display our Website and Platforms in a way that allows derivation of information about it that was not intended to be made available to Website and Platforms users;
  4. upload or otherwise transmit through our Website and Platforms any viruses or other harmful, disruptive, or destructive code or files;
  5. engage in any behaviour which has specifically been prohibited in a communication received by you from us;
  6. create a false identity, or use or attempt to use another person's account and/or password, or create an account after being banned or suspended from accessing our Website and Platforms;
  7. disrupt or interfere with another user's use or enjoyment of our Website' and Platforms's normal functioning;
  8. use any high volume or automated mechanisms to retrieve, download, store, mine or reproduce our Website, Platforms or their contents;
  9. post any content that defames, invades privacy or is indecent, obscene, abusive, or otherwise inappropriate;
  10. permanently reproduce our Website and Platforms or any part thereof, nor distribute or exploit our Website and Platforms or any of its content in any manner whatsoever;
  11. attempt any of the above;
  12. authorize, permit, enable, induce or encourage any third party to do any of the above.

11.2 Nothing in these Terms of Use provides you with any ownership interest in the intellectual property embodied in the Website, Platforms or their content. You acknowledge that intellectual property in or visible on the Website, Platforms and their contents, including without limitation trademarks, logos and copyrights, belongs to us and/or third parties (as the case may be), and that you shall not own the same. You are not permitted to use such intellectual property without the prior written consent of its owner.

12. Confidential Information

12.1 Any party hereto that receives any and all information of a party (the “Disclosing Party”) which has or will come into the possession of the other party (the “Receiving Party”) concerning the business, properties, affairs or finances of the Disclosing Party, including proprietary information and trade secrets (“Confidential Information”) agrees not to disclose such Confidential Information except to those employees, affiliates, resellers, agents or professional advisors (the “Representatives”) who need to know or receive such information and who are legally required to maintain its confidentiality. The Receiving Party agrees to use such Confidential Information only to exercise its rights and fulfill its obligations under these Terms of Services. The Receiving Party will use due diligence to ensure that its Representatives are subject to the same obligations of confidentiality as it does. 

12.2 The Receiving Party may disclose Confidential Information (i) pursuant to a requirement of applicable Law, or (ii) with the prior written approval of the other party.

13. Personal Information

13.1 You hereby agree and acknowledge that we use, collect and disclose personal information in accordance with our Privacy Statement. Each party shall be responsible for complying with applicable law to the collection, use and disclosure of personal information. Without limiting the generality of the foregoing, you represent and warrant that you have all proper consents or legitimate basis to allow us to collect, use and disclose personal information as set forth in our Privacy Statement.

13.2 We shall collaborate with you to implement reasonable technical measures to assist you in complying with your obligations regarding personal information, including regarding responses to individual’s privacy rights requests, such as the right to access or correct personal information. We will transmit to you any such requests we receive regarding personal information within [5] days of reception. Each party agrees to collaborate with the other party in good faith, including to support the other party’s efforts to comply with applicable law.

13.3 In the event of an unauthorized access to your personal information that materially affects the security, confidentiality or security of such personal information (a “Security Breach”), we will notify you without undue delay upon becoming aware of a Security Breach affecting personal information, providing you with sufficient information to allow you to meet your obligations to report or inform individuals or the authorities. If such information is not available at the time of such notice, we will follow up as the information becomes available. We may notify third parties directly without first obtaining your prior written consent if we are required to do so pursuant to applicable Law.

14. Customer and Usage Data

14.1 For the purpose of these Terms of Use, “Customer Data” means any (i) personal data; and (ii) data generated by or submitted through the Platforms by you and/or your employees or representatives.

14.2 When you submit Customer Data, you hold all rights, title and interest in and to all Customer Data, provided that you hereby grant us an irrevocable (except as set forth in these Terms and Conditions), fully-paid, non-exclusive, royalty-free, perpetual and worldwide licence to aggregate, reproduce, distribute, and otherwise use and display the Customer Data as may be necessary for us to provide the Services to you.

14.3 We will reasonably protect the confidentiality and integrity of the Customer Data in accordance with applicable law.

14.4 We may monitor your use of the Services and collect, compile and retain the Customer Data and use such information in an aggregate and anonymous manner, including, without limitation, to compile usage data. You agree that we may make such usage data available to third parties to the extent that such information does not contain any Customer Data that identify any individual without their consent or otherwise directly or indirectly discloses Confidential Information. We exclusively own all rights, including intellectual property rights, in such usage data.

14.5 You hereby agree that we may (i) make usage data publicly available in compliance with applicable law, and (ii) use usage data to the extent and in the manner permitted under applicable law, provided that such usage data doesn’t not consist of any personal information or any of your Confidential Information.

15. Indemnification

15.1 You agree to defend, indemnify and hold us and our officers, directors, affiliates, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, made by any third party, arising out of or in connection with your access, use and connection to our Website and Platforms, your violation of these Terms of Use, or your violation of any rights of another person or entity or any and all laws and regulations applicable to these Terms of Use.

16. Disclaimer of Warranties and Limitation of Liability

In the course of providing the Services, we do not recommend hiring, verify or review infrastructure, policies and other information concerning users and clients, and do not provide human resources, business, financial, investment, tax or legal advice to anyone. We are in no way a certified human resources or cybersecurity advisor. Nothing contained or otherwise contained in the Services is intended to be, will be, or will be construed as a sale, purchase, offer to sell or buy, or recommendations for employment.

WE HEREBY EXCLUDE ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES REGARDING OUR WEBSITE, PLATFORMS AND THEIR CONTENTS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY CONDITION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

WE DO NOT PROVIDE ANY REPRESENTATION, CONDITION OR WARRANTY REGARDING THE INFORMATION FOUND ON OUR WEBSITE AND PLATFORMS, INCLUDING ANY GUARANTEE REGARDING THE ACCURACY OR RELIABILITY THEREOF. YOU HEREBY DISCLAIM ANY RIGHT TO RELY ON INFORMATION APPEARING ON OUR WEBSITE AND PLATFORMS, AND ACKNOWLEDGE THAT USERS OF OUR WEBSITE AND PLATFORMS SHOULD OBTAIN PROFESSIONAL ADVICE BEFORE TAKING, OR REFRAINING FROM, ANY ACTION ON THE BASIS OF THE CONTENT OF THE WEBSITE AND PLATFORMS.

OUR WEBSITE AND PLATFORMS MAY BECOME UNAVAILABLE FOR MANY REASONS, INCLUDING WITHOUT LIMITATION SCHEDULED AND UNSCHEDULED MAINTENANCE BY US.

EXCEPT IN CASE OF INTENTIONAL WRONGDOING OR GROSS NEGLIGENCE, WE SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY OR RELATED TO OUR WEBSITE AND PLATFORMS, INFORMATION APPEARING ON IT, OUR ACTIONS OR INACTIONS, OR THESE TERMS OF USE (INCLUDING THE BREACH OF THESE TERMS OF USE). THIS LIMITATION OF LIABILITY SHALL APPLY TO ALL DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PROPERTY, PRIVACY, STATUTE, OR OTHERWISE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE SHALL NOT BE LIABLE FOR ANY LOSS OF DATA, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, LOST TIME, LEGAL FEES OR LITIGATION EXPENSES.

OUR MAXIMUM AGGREGATE LIABILITY TO YOU OR ANY USER FOR ANY BREACH OF THESE TERMS OF USE IS ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE.

CERTAIN FEDERAL AND PROVINCIAL APPLICABLE LAWS MAY NOT ALLOW THE EXCLUSION OF WARRANTIES, HENCE THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

17. Application of Consumer Law

17.1 Our Services are intended for use by businesses, corporations and organizations, and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If, however, any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in these Terms of Use will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our option) to the replacement, repair or resupply of the Services or the pro-rata refund to Customer of prepaid fees for your subscription, if applicable, covering the remainder of the term.

18. General

18.1 Governing Law and Jurisdiction. These Terms of Use are governed exclusively by and construed by the laws of the Province of Québec (Canada) and the federal laws of Canada applicable therein. The parties hereby irrevocably submit and attorn to the jurisdiction of the Courts of the Province of Québec sitting in the judicial district of Montréal.

18.2 Assignment. You may not assign any of your rights arising under these Terms of Use without our written consent. We may assign the Terms of Use in their entirety (including the documents referred to in the Terms of Use, such as the Privacy Notice), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of our assets.

18.3 Status of the Parties. These Terms of Use do not create any relationship of employment, partnership, agency, trustor joint venture, nor do they create any fiduciary duties.

18.4 Waiver. No failure or delay by either party in exercising any right under the Terms of Use will constitute a waiver of that right. No waiver under the Terms of Use will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

18.5 Severability. In the event that any parts of these Terms of Use are held to be indefinite, invalid or otherwise voidable or unenforceable, the other parts of these Terms of Use will not fail on account thereof, and the balance of the Terms of Use will continue in full force and effect.

18.6 Language. You and us have agreed that these Terms of Use and all related documents be drawn up in the English language. Les parties aux présentes reconnaissent avoir convenu que la présente entente et les documents connexes soient rédigés en langue anglaise.

18.7 Privacy. For more information on how we collect, use and disclose personal information, please read our Privacy Statement.

18.8 Contact. If you have any concern, question or complaint regarding these Terms of Use, please contact us at:


Valital Technologies Inc.
910-2075 Boul. Robert-Bourassa
Montréal (Québec) H3A 2L1
Canada
contact@valital.com