Workleap Skills Terms of Service 

1. Definitions and Interpretation 

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

• “Affiliate” means 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 (as defined herein), including data about Customer’s workforce skills; 
• “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 Platform; or (ii) for a Customer, the initial date the Customer accepted these Terms; 
• “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 the Privacy Laws; 
• “Platform” means the tools and platform commercialized by Workleap as “Workleap Skills” and accessed by Customer and User; 
• “Privacy Laws” means all applicable data protection and privacy legislation, regulations and guidance governing the protection of Personal Information; 

• “Privacy Policy” means the Workleap Skills Privacy Policy; 
• “Sensitive Personal Information” has the meaning set out in the Privacy Laws, and may include race, ethnicity, national origin, religious affiliation, sexual orientation or physical or mental disability; 
• “Site” means the Customer's website and its sister websites provided by the Customer;
• “Site Content” means the content and features of the Site;
• “Site Data” means the data obtained through the license granted by Customer to Workleap under Section 4.6 hereof, which also constitutes Customer Data under the Terms;
• “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 Platform, including account administrators, company managers and group managers; and 
• “Website” means Workleap’s website found at https://workleap.com/skills/ and its sister websites provided by Workleap. 

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

2. Access and Use of the Website or the Platform 

2.1. Website. The Users may access and use the Website in accordance with these 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, Workleap grants to Customer, its Users and Affiliates the right to access and use the Platform, and any related services, in accordance with the Terms (the “Services”). Services are further described on the Website. 

2.3. Revision to the Services. 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 Platform at any time without notice. Workleap will provide Customer with prior notice if there is a change to the Platform resulting in overall material decrease in the purpose of the Platform. If such material decrease occurs, and Customer is materially impacted in its use of the Platform, Customer may terminate its subscription in accordance with Section 8.2(ii). 

2.4. Temporary Suspension of the Services. Workleap may temporarily or permanently limit or suspend the Services from time to time at its discretion including to perform upgrades to, and maintenance of, the 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 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 Platform (for clarity purposes, Customer and Users shall not access the Website or the 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 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 Platform; or (v) use the Website or the Platform in a manner that overburdens, or that threatens the integrity, performance or availability of the Website or  the Platform. Furthermore, the Website or the 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’s or Users' use of the Website or the Platform to collect or process Sensitive Personal Information. In particular, the User profiles created by Customer’s 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 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 WEBSITE AND PLATFORM. 

2.6. Account Security and Access. Customer and Users shall take all reasonable steps to prevent unauthorized access to the Platform, including by protecting their password 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 and Users shall immediately notify Workleap if either 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. The system requirements for the Platform are further described on the Website. 

2.8. Unacceptable Conduct of Users. To help ensure a safe and productive use of the Platform, Users shall not, and Customer shall ensure that Users do not, have inappropriate conduct including; (i) impersonating any other person or entity; (ii) using the Services to send spam or otherwise unsolicited messages in violation of applicable laws; or (iii) 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 these 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. It is Customer’s responsibility to monitor and control all activity conducted by Users on the Platform. Workleap is under no obligation to review how Users are using the Platform. 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 any judicial, administrative or arbitration action, third party suit, claim, investigation or proceeding, including any interest accrued, arising out of, or related to (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 any warranty, covenant or other obligation contained in these Terms by Customer or any User; 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 using the Services, the Parties shall comply with all applicable laws, including Privacy Laws. Customer is also responsible to obtain any consent required by applicable laws from its Users and/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 Terms. 

2.11. Compliance by Users. Customer shall take commercially reasonable steps to ensure that its Users comply with all applicable laws, including Privacy Laws, when using or accessing the Platform, and that such Users are governed by, and comply with, the Terms. 

3. Service Fees of the Platform and Billing 

3.1. Service Fees. In consideration for the Services, Customer shall pay Supplier, at the beginning of the subscription, the fees specified on the Website for the subscription option selected by Customer, unless other payment terms have been agreed to in writing, for instance in a quote, between Customer and Supplier (the “Service Fees”). 

3.2. Renewal. Customer’s subscription will be automatically renewed on the first day following the expiration of a subscription term (the “Renewal Date”) for an equivalent subscription period, unless Customer cancels its subscription before the Renewal Date in accordance with Section 8.2(i) (Termination). Service Fees applicable to any such renewal shall be the Platform’s standard Service Fees as specified on the Website at the time of renewal. 

3.3. Limitation on User Subscriptions to the Platform. All subscription options made available on the Website include a maximum number of Platform Users set at 1,000 Users per subscription. In the event a Customer wishes to have over 1,000 Platform Users, Customer shall contact a Workleap representative to determine the applicable Service Fees per additional User. Workleap reserves the right to charge Customer the then-current Service Fees per additional User. 

3.4. Change in the Number of Users. Customer may add more Users to the Platform directly through the Platform interface. Should Customer wish to increase the number of Users over 1,000, Customer shall contact a Workleap representative to determine the applicable Service Fees per additional User. Notwithstanding the foregoing, in case Customer goes over the upper limit of 1,000 Users, Workleap shall be entitled to invoice Customer a prorated incremental Service Fee for any additional Users over Customer’s maximum allotted number of Users.  

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. 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 subscription purchased by Customer for such Services; or (iii) the termination of the trial at any time by Workleap or Customer, in their sole discretion. 

3.7. 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.   

3.8. 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 use Customer Data in relation with these Terms, and that Customer Data doesn’t infringe any third-party intellectual property rights. Customer or the User grants Workleap a worldwide, non-exclusive, revocable 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 clause remains in force, with respect to anonymized data and any residual backup copies of Customer Data made in the ordinary course of business, even after termination of these Terms. 

4.2. Customer Data submitted on the Platform. The Customer Data may only be used on the Platform by the Customer and the Users in accordance with these Terms and all applicable laws, including any labor laws applicable to Customer, and shall not be used for any other purposes. Workleap is not responsible as to how the Customer Data is used or misused by the Customer and/or the Users. 

4.3. Protection of Customer Data. Workleap shall store and process the Customer Data in a manner consistent with industry security standards. Workleap has implemented technical, organizational and administrative systems, policies, and procedures to help ensure the security, integrity 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 Platform, Customer assumes such risks, except for gross negligence or unlawful conduct of Workleap. 

4.4. Disclosure of Customer Data. Unless it receives Customer’s prior written consent, Workleap shall not intentionally grant any third party access to Customer Data, except to Workleap’s third-party service providers in connection with the performance or the improvement of the Services. Before sharing any Customer Data with any of its third-party service providers, Workleap will ensure that the third party maintains reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Notwithstanding the foregoing, Workleap may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Unless prohibited by law or any court order, Workleap shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense. 

Telemetric Data from the Website and the Officevibe Platform 

4.5. Telemetric Data. Customer acknowledges and agrees that to the extent permitted by law, the telemetric data related to how Users access and use of the Platform and the Website (including feature and function of the Platform and the Website 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. 

Site Data 

4.6. Site and Site Content. Workleap acknowledges and agrees that the Site and Site Content are owned, controlled or licensed by, or to, the Customer, and are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. 

4.7. Site Data. By using and accessing the Services, Customer expressly grants Workleap, solely for the Term, with a non-exclusive, revocable, non-transferable, royalty-free, and non-sublicensable license to copy and modify the Site and the Site Content, in whole or in part, only to the extent permitted by law and as reasonably necessary to provide, maintain and improve the Services for the Customer only. For clarity, Workleap shall not use any Site Data to train Workleap or third-party artificial intelligence models. Customer may revoke the license provided under this section 4.7 at any time and upon thirty (30) days written notice to Workleap, following which Workleap shall (i) delete all the Site Data, and (ii) remove any features offered in the Services related to the Site Data.

Confidential Information 

4.8. Confidential Information. “Confidential Information” means any non-public, confidential and sensitive information, including Customer Data and information discussed and/or made available through or contained in the Platform, disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”). The Receiving Party shall only use the Confidential Information as expressly authorized and in a manner not detrimental to the Disclosing Party and excludes any information that is: 

• subject to applicable data protection laws, publicly available or later becomes publicly available other than through a breach of the 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. 

4.9. 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 these 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 the Supplier may disclose Confidential Information to its third party services providers in connection  with the performance or the improvement of the Services, in which case the Supplier 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. 

Personal Information 

4.10. Personal information. In the course of using the Services, Customer may transfer to Workleap Customer Data containing Personal information. Workleap agrees to collect, access or process any Personal information in accordance with its Privacy Policy. Customer agrees and consents to the transfer, processing and storage of Personal information in accordance with the Terms and the Privacy Policy. 

Additional Rights 

4.11. GDPR and UK GDPR. The Parties may be subject to additional terms and conditions under the General Data Protection Regulation (Regulation (EU) 2016/679) or the Data Protection Act 2018 and the GDPR as saved into United Kingdom law by virtue of Section 3 of the United Kingdom’s European Union (Withdrawal) Act 2018. Such terms may be found in the Data Processing Addendum, which is hereby incorporated by reference and make part of the Terms, to the extent applicable. In the event of any conflict or inconsistency between the Data Processing Addendum and the Terms, the Data Processing Addendum shall prevail. 

5. Warranty Disclaimers 

5.1. Warranty. Workleap represents and warrants that: (i) the 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 Platform does not infringe on any third-party intellectual property rights; and (iii) Workleap has the right to grant the access and use of the Platform to Customer. 

5.2. Warranty Disclaimers. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACCEPTS THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WORKLEAP DOES NOT WARRANT THAT (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, DEFECT FREE, BUG FREE AND ERROR FREE; (B) THERE WILL NOT BE ANY HARM TO CUSTOMER COMPUTER SYSTEM, LOSS OF DATA, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OR OTHER HARM THAT RESULTS FROM CUSTOMER ACCESS TO OR USE OF THE SERVICES; (C) THERE WILL NOT BE ANY DELETION OF, OR FAILURE TO STORE OR TO TRANSMIT, ANY DATA THAT RESULTS FROM CUSTOMER’S ACCESS TO, OR USE OF, THE SERVICES. CUSTOMER ASSUMES ALL COSTS ASSOCIATED WITH ITS USE OF THE SERVICES. CUSTOMER SHALL BE RESPONSIBLE FOR HOW ITS USERS USE THE PLATFORM AND ENSURE THAT THE USERS RECEIVE APPROPRIATE DIRECTION ON HOW TO USE THE PLATFORM.  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 PLATFORM. THE PLATFORM MAY USE ARTIFICIAL INTELLIGENCE IN ORDER TO GENERATE CONTENT, INCLUDING CONTENT BASED ON CUSTOMER DATA. 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 PLATFORM, AND FOR MAKING AND IMPLEMENTING DECISIONS BASED ON SUCH INFORMATION, AND DEALING WITH ANY RELATED CONSEQUENCES. WORKLEAP ASSUMES NO LIABILITY FOR CUSTOMER’S USE OF INFORMATION OR CONTENT OBTAINED THROUGH THE USE OF THE WEBSITE OR OF THE PLATFORM. 

6. Limitation of Liability 

6.1. Dollar Cap. EXCEPT FOR INTENTIONAL OR GROSS FAULT OF WORKLEAP OR FOR THE INDEMNIFICATION FOR INTELLECTUAL PROPERTY INFRINGEMENT REFERRED TO IN SECTION 7.2 (INDEMNIFICATION), IN NO EVENT SHALL WORKLEAP'S AGGREGATE, CUMULATIVE LIABILITY OF PROVEN DIRECT DAMAGES ARISING OUT OF OR RELATED TO THESE 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, PLATFORM 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 THESE 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 Platform, Supplier shall have no responsibility nor liability whatsoever 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 Platform and the content Customer accesses through the Website and the Platform, other than Customer Data. These Terms do not grant Customer any intellectual property rights in or to the Website or the 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 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 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 in assisting Workleap’s 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 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 to improve the Platform or the Website may be implemented by Workleap in any manner, including but not limited to future enhancements and modifications to the Website or the Platform. In such case, Customer and Users grant Supplier 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. These Terms are effective as of the Effective Date, and (i) for Customer, until all subscriptions to the Platform have been 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 Platform (the “Term”). 

8.2. Termination. These Terms may be terminated: 

• by Customer at any time if it cancels the Services through its Platform account or with an authorized Workleap customer representative; 
• by the Parties at any time if the other Party materially breaches any of its obligations under these Terms. If the material breach is curable, these 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 these 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 90 days prior written notice. 

8.3. No Refund in the Event of Termination. Section 3.3 (No Refunds) applies, regardless of the cause of termination. However, if Customer has terminated these Terms pursuant to Section 8.2(ii) or if Workleap has terminated the Terms pursuant to Section 8.2(iv), Workleap shall refund all prepaid Service Fees for the unused Services and onboarding subscriptions purchased by Customer. CUSTOMER HEREBY EXPRESSLY RENOUNCES TO THE APPLICATION OF ARTICLES 2125 TO 2129 OF THE CIVIL CODE OF QUEBEC. 

8.4. Survival. Sections 2.5 (Unacceptable Use), 2.8 (Unacceptable Conduct of Users), 2.9 (Indemnification by Customer), 4.9 (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 these 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 with an authorized Workleap customer representative notify Workleap at the following email: contact@talentscope.work. Customer retains all right, title, and interest in and to such company name and logo. 

9.2. Governing Law. These Terms are governed, construed, and enforced in accordance with the laws applicable in the Canadian province of Quebec, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. 

9.3. Jurisdiction and Venue. The Parties agree that any litigation in any way relating to the present Agreement shall be brought and venued exclusively in the judicial district of Montreal in the Canadian province of Quebec and waive any objection that such venue is inconvenient or improper. 

9.4. Specific Performance. Notwithstanding any other provision in these Terms, each Party acknowledges and agrees that a non-breaching Party may, upon any breach of these Terms, immediately seek enforcement of these Terms by means of specific performance or injunction, without any requirement to post a bond or other security. 

9.5. Force Majeure. 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 (a “Force Majeure”), which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, any act known or otherwise referred to as an “act of God”, war, terrorism and governmental action or intervention. 

9.6. No Other Agreements. These Terms are the complete and exclusive statement of the Parties’ agreement relating to the subject matter hereof and supersedes all offers (oral or written), understandings, representations, conditions, warranties, covenants, and other communications between the Parties relating to the subject matter hereof. WORKLEAP EXPRESSLY OBJECTS TO AND REJECTS ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY THE CUSTOMER WITH RESPECT TO THE SUBJECT MATTER HEREOF, INCLUDING THOSE CONTAINED IN ANY CUSTOMER’S PURCHASE ORDER. 

9.7. Notices. Workleap may send notices pursuant to these Terms to Customer’s email contact points provided by Customer. Customer may send notices pursuant to these Terms to Workleap at contact@talentscope.work. Notices shall be deemed received by Customer 24 hours after they are sent. 

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

9.9. 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. 

9.10. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of these Terms invalid or otherwise unenforceable in any respect. In the event that a provision of these 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 these Terms shall continue in full force and effect. 

9.11. 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 Platform in or export such software to, a country subject to an embargo by Canada or the United States. 

9.12. Consumer Protection Law. The Platform 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. 

9.13. Relationship of the Parties. The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. 

9.14. Amendments. Workleap reserves the right to amend these Terms from time to time with or without notice prior to the effective date of the amendments by posting an amended version of the Terms on its Website. Customer’s continued use of the Services following the effective date of any such amendments shall constitute Customer’s consent to any such amendments. 

9.15. Language. The Parties hereto have expressly requested that the present Terms be drafted in the English language. C’est à la demande expresse des parties que les présentes conditions ont été rédigées en langue anglaise.