OFFICEVIBE TERMS OF SERVICE

These terms of services (the “General Terms”) govern the use of, and the subscription to, the Website and the Officevibe Platform provided by Officevibe Inc. (“Officevibe”). By accessing the Website and/or the Officevibe Platform, you agree to the General Terms on behalf of yourself as a user and, as the case may be, on behalf of the organisation that you represent (“Customer”).

  1. DEFINITIONS AND INTERPRETATION
    1. The following capitalized terms shall have the meaning ascribed to them below:
      1. (i) “Privacy Policy” means Officevibe Privacy Policy available at www.officevibe.com/privacy.
      2. (ii) “Customer Data” means any content, which may include personal information of Users, that Customer or Users submit or transfer to Officevibe in conjunction with the Services, such as customized questions drafted by the Users, answers to surveys, answers to polls, pictures, comments, feedback and suggestions;
      3. (iii) “Officevibe Platform” means the workplace engagement tools and platform commercialized by Officevibe as “Officevibe” and accessed by Users;
      4. (iv) “Parties” means Officevibe and Customer;
      5. (v) “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;
      6. (vi) “Users” means you and any individual to whom Customer provides access to the Officevibe Platform, including any account administrators, company manager, group manager and any Survey Respondents;
      7. (vii) “user” means any user of the Website and any Users; and
      8. (viii) “Website” means the website at www.officevibe.com and its sister websites provided by Officevibe (for example, https://help.officevibe.com).
    2. The term “including” is not limiting and means “including, without limitation”.
  2. ACCESS AND USE OF THE OFFICEVIBE PLATFORM
    1. Services. During the Term, Officevibe grants to Customer and its Users the right to access and use the Officevibe Platform, and any related services, in accordance with the General Terms (the “Services”).
    2. Limitations to the Services. Customer acknowledges and agrees that Officevibe does not control the Customer Data and does not guarantee the accuracy, integrity or quality of such Customer Data. Customer is solely responsible for evaluating the accuracy, reliability, completeness and usefulness of any information obtained through use of the Officevibe Platform and for making and implementing decisions based on such information and dealing with any related consequences. Customer further acknowledges and agrees that Officevibe assumes no liability for any Customer Data handled by Customer through the Officevibe Platform.
    3. Services Revisions. Officevibe may revise the content, features and functions of the Officevibe Platform at any time without notice. Officevibe will provide Customer with prior notice if there is a change to the Officevibe Platform resulting in overall material decrease in functionality of the Officevibe Platform. In such cases, Customer may terminate its subscription in accordance with Section 9.2(i) (Termination).
    4. Temporary Suspension of the Services. Officevibe 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.
    5. Unacceptable Use. Customer shall not, nor attempt to, nor permit third parties to: (a) share non-public features or content of the Officevibe Platform with any third party; or (b) copy, duplicate, reverse engineer, decompile, decode, decrypt, disassemble, record, alter, merge, adapt, translate, create any derivative works or otherwise reproduce any part of the Officevibe Platform. For clarity purposes, Customer shall not access 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 Officevibe Platform. In the event that it suspects any breach of this Section, Officevibe may suspend Customer’s access to the Services without advanced notice, in addition to such other remedies as Officevibe may have.
    6. Account Security and Access. Customer shall take reasonable steps to prevent unauthorized access to the Officevibe Platform, including by protecting its passwords and other login information. Customer is responsible for any activity occurring in its account (other than activity that Officevibe is directly responsible for and is not performed in accordance with Customer’s instructions), whether or not Customer authorized that activity. Customer shall immediately notify Officevibe if it becomes aware of any unauthorized access to, or use of, its account.
    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. Customer acknowledges that the Services may not work properly if its operating systems, Internet browsers and anti-virus software are not up-to-date.
    8. Unacceptable Conduct of Users. To help ensure a safe and productive use of the Officevibe Platform, 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 or (iii) allowing the submission of any Customer Data that is (or using the Customer Data in a way that is) illegal, harmful, threatening, abusive, harassing, defamatory, libelous, vulgar, obscene, offensive, indecent, hateful, or racially, ethically or otherwise objectionable. 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 Plateform. Officevibe is under no obligation to review how Users are using the Officevibe Plateform (including how Survey Respondents answer surveys and polls and provide feedback and comments). OFFICEVIBE ASSUMES NO LIABILITY FOR ANY UNACCEPTABLE CONDUCT BY THE USERS OR FOR ANY CONTENT UPLOADED BY THE USERS IN THE OFFICEVIBE PLATFORM.
    9. Indemnification by Customer. Customer shall defend, indemnify and hold harmless Officevibe against any claim, suit or proceeding arising out of, or related to (a) Customer Data; (b) the breach of any warranty, covenant or other obligation contained in these General Terms by Customer or any User or (c) Customer’s or any User's alleged or actual use of, misuse or inappropriate use of or failure to use the Services, including any Customer’s or User’s use in violation of Section 2.5 (Unacceptable Use) and 2.8 (Unacceptable Conduct of Users).
    10. Compliance with Laws. When using the Services, Customer shall comply with all applicable laws, including laws governing the protection of personal information. Customer is also responsible to obtain any consent required by law from its Users to allow Customer to use the Services and to allow Officevibe to provide the Services in accordance with the General Terms and the Privacy Policy.
    11. Compliance by Users. Customer must ensure that its Users comply with all applicable laws, including laws governing the protection of personal information, and that such Users are governed by, and comply with, the General Terms.
  3. SERVICE FEES OF THE OFFICEVIBE PLATFORM AND BILLING
    1. Service Fees. In consideration for the Services, Customer shall pay Officevibe the fees specified on the Website for the subscription term (whether monthly or annual) selected by Customer, unless other payment terms have been agreed to in writing between Customer and Officevibe (the “Service Fees”). Customer agrees that its subscription be automatically renewed at the Renewal Date for the same subscription term as the previous one, unless it cancels its subscription before the Renewal Date in accordance with Section 9.2(i). Customer is responsible for timely canceling its subscription in accordance with Section 9.2(i) regardless of whether it receives any renewal prior notice from Officevibe. For the purpose of the General Terms, a “Renewal Date” is the first day following the expiration of a subscription term.
    2. Change in the Number of Users. Customer acknowledges and agrees that the Service Fees are determined in accordance with the number of Users. In the event that the number of Users changes, the Service Fees will be adjusted accordingly.
    3. Revised Service Fees. Officevibe reserves the right to revise the Service Fees applicable to any future subscription term in its sole discretion. The revised Service Fees will take effect as of the next Renewal Date for the next subscription term further to a prior notice from Officevibe to Customer.
    4. No Refunds. Payments are nonrefundable and there are no refunds or credits for partially used periods.
    5. Free trial. If Customer registers for a free trial for the Services, Officevibe will make such Services available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period applicable to Customer; (b) the start date of any subscription purchased by Customer for such Services; or (c) termination of the trial by Officevibe in its sole discretion.
    6. Third Party Payment Processor. Officevibe reserves the right to use a third party PCI-DSS compliant payment processor for all billing and receipt of payments hereunder.
    7. 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 Officevibe based on its income. Officevibe will invoice Customer for such Taxes if Officevibe believe it has a legal obligation to do so and Customer agrees to pay such Taxes if so invoiced.
  4. ACCESS AND USE OF THE WEBSITE
    1. Website. The users of the Website may access and use the Website in accordance with the General Terms and the Privacy Policy.
    2. Limitations to the Website. The users of the Website are solely responsible for evaluating the accuracy, reliability, completeness and usefulness of any information obtained through use of the Website and for making and implementing decisions based on the use of the Website and dealing with any related consequences.
    3. Unacceptable Use. The users of the Website shall not, nor attempt to, nor permit third parties to copy, duplicate, reverse engineer, decompile, decode, decrypt, disassemble, record, alter, merge, adapt, translate, create any derivative works or otherwise reproduce any part of the Website, including any content available on the Website.
    4. Website Revisions. Officevibe may revise the content, features and functions of the Website at any time without notice.
    5. Temporary Suspension of the Website. Officevibe may temporarily limit or suspend the access to the Website from time to time at its discretion including to perform upgrades and maintenance to the Website.
  5. DATA
      Customer Data
    1. Customer Data. Customer represents and warrants that it has secured all rights in and to Customer Data. Customer grants Officevibe a perpetual, irrevocable and royalty-free right to access, use, process, copy, distribute, perform, export and display Customer Data, only to the extend permitted by law and as reasonably necessary (a) to provide, maintain and improve the Services; (b) to prevent or address service, security, support or technical issues; (c) create de-identified data aggregated for benchmarking and marketing purposes in accordance with the Privacy Policy or (d) as otherwise expressly permitted in writing by Customer. This right continues with respect to the de-identified data derived from Customer Data and any residual backup copies of Customer Data made in the ordinary course of business even after Customer stops using the Services. Officevibe retains the right to delete any copies of such Customer Data.
    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 to remove the anonymity and confidentiality with respect to such content. Customer acknowledges and agrees that its right to possess Customer Data and Officevibe’s ability to show or transfer the Customer Data to Customer is subject to the degree of anonymity and confidentiality set by Officevibe or specified by each Survey Respondent, as applicable.
    3. Protection of Customer Data. Officevibe shall store and process the Customer Data in a manner consistent with industry security standards and in accordance with the Privacy Policy. Officevibe 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 and confidentiality of Customer Data and to mitigate the risk of unauthorized access to or use of Customer Data. Nonetheless, Customer acknowledges and agrees that hosting data online involves risks of unauthorized disclosure, loss or exposure and that, in accessing and using the Officevibe Platform, Customer assumes such risks. To the extend authorized by law, Officevibe offers no representation, warranty or guarantee that Customer Data shall not be subject to unauthorized use or disclosure.
    4. Disclosure of Customer Data. Unless it receives Customer’s prior written consent, Officevibe shall not intentionally grant any third party access to Customer Data, except to Officevibe’s third party services providers in connection with the performance or the improvement of the Services or in accordance with the Privacy Policy. Before sharing any Customer Data with any of its third party service providers, Officevibe 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, Officevibe may disclose Customer Data as required by applicable law or by proper legal or governmental authority or in accordance with the Privacy Policy. Unless prohibited by law or any court order, Officevibe 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.
    5. Utilization Data from the Website and the Officevibe Platform
    6. Utilization Data. Customer acknowledges and agrees that to the extend permitted by law, the aggregated data derived from telemetric information and data related to how Users access and use the Website and the Officevibe Platform (including, but not limited to, feature and function of the Website and the Officevibe Platform being used by Users) is owned by Officevibe and does not constitute Customer Data.
    7. Personal Information
    8. Personal Information. In the course of using the Services, Customer may transfer to Officevibe Customer Data containing personal information. Officevibe agrees to collect, access or process any personal information in accordance with its Privacy Policy available at www.officevibe.com/privacy. Customer agrees and consents to the transfer, processing and storage of personal information in accordance with the General Terms and the Privacy Policy.
    9. Confidential Information
    10. Confidential Information.Confidential Information” means any non-public, confidential and sensitive information, including Customer Data, disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) and excludes any information that is:
      1. (i) subject to applicable data protection laws, publicly available or later becomes publicly available other than through a breach of the General Terms;
      2. (ii) known to the Receiving Party or its employees, agents or representatives prior to such disclosure or is independently developed by the Receiving Party or its employees, agents or representatives subsequent to such disclosure; or
      3. (iii) subsequently lawfully obtained by the Receiving Party or its employees, agents or representatives from a third party without obligations of confidentiality.
    11. 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 Officevibe may disclose Confidential Information to its third party services providers in connection with the performance or the improvement of the Services, in which case Officevibe 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.
  6. WARRANTY DISCLAIMERS
    1. Warranty Disclaimers. OFFICEVIBE DOES NOT WARRANT THAT THE WEBSITE OR THE OFFICEVIBE PLATFORM WILL BE UNINTERRUPTED, TIMELY, DEFECT FREE AND ERROR FREE. CUSTOMER ACCEPTS THAT THE WEBSITE AND THE OFFICEVIBE PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL DEFECTS AND ERRORS, IF ANY. OFFICEVIBE MAKES NO REPRESENTATIONS AND NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  7. LIMITATION OF LIABILITY
    1. Dollar Cap. IN NO EVENT SHALL OFFICEVIBE’S AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE GENERAL TERMS AND PRIVACY POLICY EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THIS LIMIT.
    2. Exclusion. IN NO EVENT SHALL OFFICEVIBE BE LIABLE TO CUSTOMER FOR ANY LOST PROFITS OR REVENUES OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE 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 FRAUD OR WILLFUL MISCONDUCT OF OFFICEVIBE.
    3. Consultant. Should Customer hire a consultant to perform services relating to the implementation and the use of the Officevibe Platform, Officevibe shall have no responsibility in relation to such services.
  8. INTELLECTUAL PROPERTY AND FEEDBACK
    1. No Rights granted. Officevibe 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. These General Terms do not grant Customer any intellectual property rights in or to the Website or the Officevibe Platform or in Officevibe’s logos and other trademarks.
    2. Indemnification. Subject to Section 7 (Limitation of Liability), Officevibe will defend, indemnify, and hold harmless Customer and its officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns against any Third Party Claim Losses, including any interest accrued, but excluding any Third Party Claim Litigation Expenses; provided, however, that Officevibe will have no liability if the Third Party Claim Losses against Customer arises from (a) Customer Data; or (b) any modification, combination or development of the Officevibe Platform that is not performed by Officevibe. Customer must provide Officevibe with prompt written notice of any Third Party Claim Indemnifiable Proceeding and allow Officevibe the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Officevibe defense and settlement of such matter. For the purpose of this Section, the following definitions apply:
      1. (i) “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;
      2. (ii) “Third Party Claim Litigation Expenses” means any reasonable out-of-pocket expense incurred in defending a Third Party Claim Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements; and
      3. (iii) “Third Party Claim Losses” means any amount finally awarded in, or paid in settlement of, any Third Party Claim Indemnifiable Proceeding.
    3. Feedback. Any feedback or suggestions sent by Customer or shared by Customer with Officevibe to improve the Officevibe Platform or the Website may be implemented by Officevibe. In such case, Customer grants Officevibe an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free right to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer.
  9. TERM
    1. Term. These General Terms are effective as of the first date that Customer or a user of the Website, as the case may be, accesses and uses the Officevibe Platform or the Website until they are terminated by any or both Parties in accordance with Section 9.2 (the “Term”).
    2. Termination. These General Terms may be terminated:
      1. (i) by Customer at any time if it cancels the Services through its Officevibe account or with an Officevibe customer representative;
      2. (ii) by Officevibe at any time if Customer materially breaches any of its obligations under these General Terms. In the event that the material breach is curable, the General Terms may be terminated if such breach is not cured within fifteen (15) days after Officevibe provides notice of the breach. 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 General Terms;
      3. (iii) by Officevibe if Customer fails to make any payment of the Service Fees; or
      4. (iv) by Officevibe for convenience with a thirty (30) days prior notice for monthly subscription or with a ninety (90) days prior notice for an annual subscription.
    3. No Refund in the Event of Termination. Section 3.4 (No Refunds) applies, regardless of the cause of termination.
    4. Survival. Sections 2.5 (Unacceptable Use), 2.8 (Unacceptable Conduct of Users), 2.9 (Indemnification by Customer), 5.1 (Customer Data), 5.4 (Disclosure of Customer Data), 5.5 (Utilization Data), 5.6 (Personal Information), 5.7 (Confidential Information), 5.8 (Use or Disclosure of Confidential Information), 6 (Warranty Disclaimers), 7 (Limitation of Liability), 8 (IP & Feedback) and 9 (Term) and 10 (General) shall survive termination of these General Terms.
  10. GENERAL
    1. Publicity. Customer grants Officevibe the right to use Customer’s company name and logo as a reference for marketing or promotional purposes. If Customer wishes to limit such right, it shall send an email to legal@officevibe.com.
    2. Choice of Law, Jurisdiction and Venue. These General Terms shall be governed solely by the laws of 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. The Parties agree that any litigation in any way relating to these General Terms shall be brought and venued exclusively in the judicial district of Montreal in the Canadian province of Quebec and waives any objection that such venue is inconvenient or improper.
    3. Specific Performance. Notwithstanding any other provision in these General Terms, each Party acknowledges and agrees that a non-breaching Party may, upon any breach of these General Terms, immediately seek enforcement of these General Terms by means of specific performance or injunction, without any requirement to post a bond or other security.
    4. Force Majeure. Except as expressly provided otherwise in these General Terms, Officevibe 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, shortgages, riots, fires, act of God, war, terrorism and governmental action.
    5. Time of the Essence. Time is of the essence of these General Terms and of every part thereof.
    6. No Other Agreements. These General 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 hereto.
    7. Notices. Officevibe may send notices pursuant to these General Terms to Customer’s email contact points provided by Customer. Customer may send notices pursuant to these General Terms to Officevibe at legal@officevibe.com. Notices shall be deemed received 24 hours after they are sent.
    8. Assignment & Successors. These General Terms shall be binding upon and inure to the benefit of the Parties’ respective successors and assigns.
    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.
    10. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of these General Terms invalid or otherwise unenforceable in any respect. In the event that a provision of these 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 these General Terms shall continue in full force and effect.
    11. Technology Export. Customer shall not export any software provided by Officevibe 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.
    12. Amendments. Officevibe reserves the right to amend these General Terms from time to time with reasonable notice prior to the effective date of the amendments by posting an amended version of the General Terms on its website. Customer’s continued use of the Services following the effective date of any such amendments may be relied upon by Officevibe as Customer’s consent to any such amendments.