Last updated: April 6th, 2022
This Services and License Agreement (“SLA”) applies to any access and use of the website at https://www.welcomespaces.io/ (“Site”) or web-application at https://app.welcomespaces.io/ (“Application”) (the Site and Application collectively, the “Platform”), including all services offered through or in connection with the Platform (“Services”) by Welcome Spaces Technologies (8422494 Canada Inc., hereinafter “we/us/our”). This is a legally binding contract between us and the user of the Platform or Services (hereinafter “you/your” and depending on your situation: “licensed user”, “unlicensed user”, “participant” or “visitor” as defined in the Introduction below).
If the person registering for a user Account (“Account”) is acting as a sole proprietorship, then the licensed user is that person. In all other cases, the licensed user is the business or organization (without limitation, any partnership, limited liability company, corporation, association, trust, joint venture, labor organization, unincorporated organization or governmental authority) that the registrant represents (see also Accounts).
Our Platform offers users a means to connect with their own customers or service providers through private, collaborative digital “Spaces” that make it easy to meet and communicate, including virtual conference rooms, and to store and exchange various “Content” (that is, information, files, documents, photos, videos and other media, hyperlinks, notes, comments, messages, etc.), all organized in a simple feed.
There are “licensed users”, which are those that sign up for an Account to create or join Spaces, and there are “unlicensed users”, which are those who access or use the Platform without an Account, for example, those who only visit the Site (“visitors”) and those who use the Platform without an Account to participate on a video call (“participants”). All licensed users and unlicensed users, including visitors and participants, are simply “users” for the purposes of the Agreement Documents.
The Platform features and Services available to licensed users are intended for use by businesses and organizations, not for consumer purposes. You are therefore not allowed, and agree not to, use the Platform and Services for personal purposes.
In addition, the Platform features and Services available to licensed users are not intended for and should not be used by anyone under legal working age or the legal age of consent in their jurisdiction. Therefore, you must be of legal working age and must have the legal capacity to enter into the Agreement Documents to be a licensed user.
If we have reasons to believe that you do not meet our intended use or age requirement, we may suspend your access and use of the Platform and Services, including your Account and all related Licensed User Data, and request that you provide us with satisfactory evidence to the contrary. If we are not satisfied, we may terminate your Account.
We will make Platform features available and provide Services to licensed users in accordance with their applicable Subscription (as described below) plan, including standard updates that are made generally available during the term. We will also make certain Platform features available to Participants strictly for the purposes of their participation in the live video conferences to which they have been invited by a licensed user (see Participants). The only part of the Platform available to Visitors is the pages of the Site that are accessible without an Account, which they may use for informational purposes only (see Visitors).
Subject to our commitments to licensed users under the terms and conditions of the Agreement Documents, we may discontinue or modify any aspect of the Platform or Services from time to time without prior notice and at our sole discretion.
A “Subscription” allows a licensed user to access the Platform and Services subject to the Agreement Documents and the period, features, pricing and other specific terms of the Subscription plan selected by the licensed user. Subscriptions are procured through the Platform interface.
We will not increase the fees applicable to any Subscription plan or materially decrease the Platform functionality, features or Services available to a licensed user in accordance with their Subscription plan during an active Subscription period, except as specifically allowed under the Agreement Documents (for example, see Period and termination and Remedies). However, we can always make such and any other changes applicable upon the renewal of any Subscription period, provided that we give our affected licensed users at least thirty (30) days written notice. Notwithstanding the foregoing, we may add to, change or discontinue any part or aspect of the Platform, the Services and any Subscription plan at any time with immediate effect: (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add new features to the Platform or to change existing or add new Services (where this does not materially adversely affect licensed users’ use of the Platform and Services in accordance with their Subscription plan and period, until its renewal); or (c) to restrict activities that we, in good faith, deem unsafe, inappropriate, or offensive.
If a licensed user upgrades their Subscription in the course of a Subscription period (“Current Period”), the upgrade will immediately take effect and a prorated amount will be charged based on the pricing of the newly selected plan for the remainder to the Current Period. If a licensed user downgrades their Subscription, the downgrade will take effect upon expiration of the Current Period (that is, upon the start of the next Subscription period). Please note that such licensed user’s Account will then become subject to the limits of the newly selected plan as applicable at the time of downgrading, which may result in loss or limitation of certain features and functionality as well as the potential loss of access to Content and other User Data, as illustrated by comparing the plans as described on the Platform (see Pricing). Downgrades can result from the expiration of a trial period (see Trials) or actions taken by the licensed user (see Period and termination) or us (see Remedies).
For licensed users that select a paid Subscription plan, the applicable fees, billing cycle, currency and method of payment will be specified at the time of Subscription on the “check out” page at the end of the subscription process, and must be paid in advance. We use Stripe as our payment processor. Unless stated otherwise, the Subscription period and billing cycle are the same.
Subscription fees are not refundable. If a licensed user downgrades their Subscription plan from a paid plan to a free one, the paid plan will remain active and the level of Services will remain the same as under such plan until the expiry of the applicable Subscription period, and the free plan will commence thereafter (as indicated in the Upgrades and downgrades section above). Other than as expressly provided under the Agreement Documents (see, for example: Period and termination), no refund will be granted.
Fees are net of any applicable taxes. Our failure to invoice or collect applicable tax shall not relieve any licensed user’s liability to pay the same.
All provisions of the Agreement Documents applicable to licensed users will come into effect upon activation of any free or paid Subscription and will remain effective until such Subscription expires or is terminated. Paid subscription plans will automatically renew at the end of their Current Period, for another equal period, unless the licensed user terminates their paid Subscription plan or Account before 11:59 PM on the last day of the then-current period (“Termination Deadline”). A licensed user may terminate their paid Subscription (or delete your Account) at any time by using the Platform interface. If the licensed user is unable to do so, they must contact us by email (see Communications). In all cases, termination will take effect at the Termination Deadline and the licensed user will be responsible for all applicable Subscription fees until then (and we will refund any prepaid Subscription fee for the period beyond the Termination Deadline, if any). If the licensed user terminates a paid Subscription plan without replacing it by another, this will result in a downgrade to a free plan. A licensed user may terminate their free Subscription immediately and without cause at any time by deleting their Account.
Without limitation to our available remedies (for example, see Remedies), we may suspend or terminate any Subscription or Account immediately and retain any fees previously paid by the licensed user if they (or any person using your Account) fail to comply with any provision of the Agreement Documents or applicable law. We may terminate any free Subscription plan without cause at any time upon thirty (30) days prior written notice.
If a paid Subscription plan is made available on a free trial basis, the applicable Subscription period will be limited to the duration of the trial period as advertised. Unless the licensed user purchases a paid plan before, their Subscription will be downgraded to a free plan once any such trial period expires.
Upon the termination or expiration of a paid Subscription plan or the deletion of an Account, for any cause:
The sections of the Agreement Documents that are intended by their terms and purpose to survive shall survive termination or expiration, including this section and the following:
When you sign up for an Account and a Subscription, you must provide certain basic information. You agree to provide information that is complete and accurate, and to keep such information up-to-date at all times.
Licensed users are fully responsible for the security of their username, password and other access codes (“Credentials”) related to the Platform and agree not to disclose them to any third party.
The licensed user is responsible for all uses of any Credentials and any decision made or action taken under their Account, whether or not authorized by them. Without limiting the foregoing, the licensed user is responsible for the access and use of their Account by their directors, officers, employees and contingent workforce, and shall be responsible for ensuring that all such persons using their Account are made aware of and required to maintain compliance with the Agreement Documents.
We will not be responsible for any damages, losses or liability to the licensed user or anyone else if such information is not kept confidential by them or if such information is correctly provided by an unauthorized third party in accessing and using the Platform or Services.
The licensed user agrees to promptly notify us if they become aware of (or reasonably suspect) any actual, potential or risk of any illegal or unauthorized activity or any security breach involving their Account or Credentials.
We hereby grant to each licensed user a limited, non-exclusive, non-sublicensable, non-transferable and revocable license to use the Platform and Services for its own business activities, subject to the terms and conditions set forth in the Agreement Documents, including the applicable Subscription plan.
Participants are authorized to access and use the Platform for the sole purpose of participating in live video conferences, subject to the terms and conditions set forth in the Agreement Documents and the functionality and feature limitations as applicable to participants. Without limiting the foregoing, the following provisions apply to Participants’ access and use of the Platform:
Visitors may only access and browse the pages of the Site that are accessible without an Account, which they may use for informational purposes only (see Visitors). Without limiting the foregoing, the following provisions apply to a Visitor’s access and use of the Site:
In addition, Visitors must comply with the restrictions of paragraphs 1, 2, 3, 4, 5, 6, 7, 8, 11, 12, 13 and 16 of the Use Restrictions as regards their access and use of the Site, mutatis mutandis.
In addition to other prohibitions and restrictions contained in the Agreement Documents, all licensed users and participants, as applicable, agree that they will not, and will not permit, enable, induce or encourage other users or third parties to use the Platform and Services, including any output or other information generated by them:
The Platform has functionality that allows the host of live video or audio calls on the Platform to record them. By using the Platform, licensed users and participants: (a) consent to such recordings taking place and being stored by us, and (b) understand that they will receive a notification when the recording functionality is enabled, and that if they do not wish to be recorded at any point thereafter, they must leave the video or audio call.
From time to time, we may offer access to new Platform features that are identified as a “beta” version for testing purposes (“Beta Versions”). The purpose of running any such Beta Version testing is to identify and resolve issues before making a new feature or service widely available. Therefore, if a licensed user decides to use Beta Versions, they acknowledge and agree that: (a) Beta Versions may not be ready for release, are made available “as is” and may contain various bugs, errors and other flaws or defects, (b) their access to and use of any Beta Version is at their sole risk, and (c) any warranties or contractual commitments applicable to any other element or aspect of the Platform or Services do not apply. Access to and use of Beta Versions may be subject to additional terms and conditions.
If you encounter any issue with a Beta Version, please notify us as soon as possible. We make no representation that Beta Versions will ever be made generally available and we may discontinue or modify a Beta Version in our sole discretion at any time without notice.
If a licensed user needs assistance regarding the use of the Platform, we will provide support services via email at firstname.lastname@example.org during regular business hours (8am to 5pm EST) from Monday to Friday, except for statutory holidays. Unlicensed users should consult our FAQ.
The licensed user that entered into this SLA is the one that controls their instance of the Services, including their Spaces and video conference rooms, and all associated “Licensed User Data”, which, for the purposes of this SLA, means all Content posted, uploaded or otherwise shared or stored by anyone on any Space or video conference rooms controlled by the licensed user in question, as well as such licensed user’s contacts and calendar information and recordings of audio or video calls using the Platform, as applicable.
Only this licensed user may determine what to do with their Licensed User Data and provide instructions on the processing (including access, use, storage disclosure, modification or deletion) thereof, which may be done via Platform functionality. We are merely acting as their service provider and data processor in respect of such Licensed User Data.
If you are a licensed user:
If you are a participant:
Whether you are a licensed user or a participant, you must never upload, store, use, display or transmit anything in violation of someone else’s other intellectual property or other rights. For example, do not store, use or share any Content that is or may be subject to any intellectual property or other proprietary, privacy or confidentiality rights not owned by you without the consent from the rights owner or otherwise making sure that you are permitted to do so under applicable law.
Without limiting any of the foregoing, we assume no responsibility for the legality of any use or other processing of Content or Licensed User Data contained on the Platform arising from the decisions, actions or omissions of licensed users and participants.
For any question or request regarding the privacy settings and practices of any given Space, one should contact the licensed user that controls it.
We and/or our suppliers, as applicable, retain ownership of all intellectual property and other proprietary rights in the Platform and Services, including all trade names, trademarks and domain names associated or displayed thereon or in association therewith. As between the parties, we own and control the Platform and Services, and all rights not expressly granted to you under the Agreement Documents are hereby retained by us. Without limiting the generality of the foregoing, you acknowledge that: (a) this SLA and your use of the Platform or Services do not transfer any title in such intellectual property to you, and (b) if you are a licensed user, the license granted to you under this SLA (see License) only provides you with a right of limited use under the terms and conditions of the Agreement Documents.
Feedback can help us make the Platform and Services better, so we must be able to use it at our discretion and without restriction. Therefore, if you send us any comments, suggestions, ideas, materials or other kind of feedback regarding the Platform and Services, including with respect to performance enhancements or existing or potential features or functionality (“Feedback”), you hereby grant us an unlimited, irrevocable, perpetual, sublicensable, transferable and royalty-free license to use any such Feedback for any purpose in our sole discretion without any obligation or compensation to you.
You agree to defend us and our directors, employees, representatives, agents and affiliates (“Indemnified Parties”), at your own expense, against all third-party claims, actions, suits, proceedings or demands arising from or related to your use of the Platform and Services, including without limitation with respect to any Licensed User Data or Content, your breach of the Agreement Documents or applicable law, or the infringement by you (or any other person using your Account) of any intellectual property, privacy or other rights of any person or entity (“Claims”).
You agree to indemnify and hold harmless any of the Indemnified Parties for all damages and other costs, including reasonable lawyer and expert fees, incurred or awarded against such Indemnified Party in connection with or as a result of any Claims, including amounts to be paid by an Indemnified Party under a settlement you approve.
If you are a licensed user and you are dissatisfied with the Platform or Services at any time, your exclusive remedy will be to stop using them and terminate your Account (see Period and termination). If you are an unlicensed user, your only remedy is to leave the Platform.
If we have reason to believe that there has been, is or will be a violation of the Agreement Documents or applicable law that can be remedied to our satisfaction simply by having any licensed user remove certain Licensed User Data or Content, or taking other action, we may contact them to find a solution. If the licensed user does not implement the solution, or if we believe there is a credible risk of harm to us, the Platform or Services, any user or third party, we may also directly take whatever measure we consider appropriate to eliminate or mitigate such risk, enforce the Agreement Documents or ensure legal compliance, including removing Licensed User Data or Content, limiting or deactivating features for certain or all users, and suspending or terminating any Subscription and Account. Without limiting the foregoing, we may deny or suspend anyone’s access to the Platform, Content or Services immediately without notice if, in our sole discretion, we believe in good faith that such denial or suspension: (i) is required by law; (ii) required to prevent or cure a breach of the Agreement Documents; or (iii) required to prevent, mitigate or neutralize a security or privacy risk to any user.
In addition, in the event of any outstanding payment owed to us by a licensed user for any reason (including any error or outdated payment information), we may, at our discretion, downgrade any such licensed user’s paid Subscription plan to a free one until such payments are satisfied in full. Such downgrade may result in loss or limitation of certain features and functionality as well as the potential loss of access to User Data, as illustrated by comparing the plans as described on the Platform (see Pricing).
Unless otherwise stated, all rights and remedies available under the Agreement Documents or otherwise shall be cumulative and may be exercised singularly or concurrently.
THE PLATFORM, SERVICES AND ALL RELATED INFORMATION AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO REPRESENTATION AND PROVIDE NO WARRANTY: (A) THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM AND SERVICES, OR REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, OR (C) THAT THE PLATFORM WILL MEET ANY USER’S REQUIREMENTS OR OBJECTIVES, INCLUDING ANTICIPATED REVENUES OR PROFITS, WHETHER OR NOT DISCLOSED TO US.
USE OF THE PLATFORM, SERVICES AND ALL RELATED INFORMATION AND MATERIALS IS AT THE USER’S SOLE RISK. WITHOUT LIMITING THE FOREGOING: (A) THE USER ASSUMES THE ENTIRE RISK AS TO PERFORMANCE AND RESPONSIBILITY FOR SELECTING THE PLATFORM TO ACHIEVE ANY RESULT, AND (B) ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT THE USER’S OWN DISCRETION AND RISK.
WE DO NOT ASSUME ANY RESPONSIBILITY FOR THE RETENTION, USE OR DISCLOSURE BY ANY USER OF ANY INFORMATION, CONTENT OR COMMUNICATION SENT TO, RECEIVED FROM OR OTHERWISE MADE AVAILABLE TO/BY OTHER USERS.
IN NO EVENT SHALL WE OR OUR DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS AND AFFILIATES BE LIABLE FOR ANY DAMAGE THAT IS NOT A DIRECT AND IMMEDIATE CONSEQUENCE OF THE BREACH OF OUR OBLIGATIONS UNDER THE AGREEMENT DOCUMENTS. IN ANY EVENT, ALL DAMAGES FOR LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, LOSS OF PRIVACY, LOSS OF DATA OR PROGRAMS, ECONOMIC LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, AS WELL AS ALL OTHER DAMAGES THAT WOULD QUALIFY UNDER THE COMMON LAW AS SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING OUT OF OR IN ANY WAY RELATED TO THE AGREEMENT DOCUMENTS, THE USE OR INABILITY TO USE THE PLATFORM OR THE SERVICES (INCLUDING THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES), ANY INFORMATION AND CONTENT ON THE PLATFORM, OR ANY CONTRACTUAL OR CIVIL FAULT, BREACH OF STATUTE, STRICT LIABILITY, ARE HEREBY EXPRESSLY EXCLUDED, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF WE ARE FOUND LIABLE FOR ANY REASON, OUR MAXIMUM CUMULATIVE LIABILITY TO ANY GIVEN USER UNDER ANY REGIME OR THEORY OF LAW SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THIS USER, IF ANY, DURING THE THREE (3) MONTH PERIOD PRECEDING THE LAST EVENT GIVING RISE TO SUCH LIABILITY (TO BE PRORATED IN THE EVENT THAT PAYMENTS ARE NOT MADE ON A MONTHLY BASIS).
IF ANY DISCLAIMER, EXCLUSION OR LIMITATION IN THIS SLA OR ANY OTHER OF THE AGREEMENT DOCUMENTS CANNOT BE EXCLUDED OR LIMITED ACCORDING TO APPLICABLE LAW, THEN ONLY SUCH DISCLAIMER, EXCLUSION OR LIMITATION SHALL NOT APPLY AND THE PARTIES SHALL CONTINUE TO BE BOUND BY ALL THE REMAINING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS.
Except for payment obligations, neither party shall be deemed in default or otherwise liable for any delay in or failure of its performance under this Agreement Documents for reasons beyond the reasonable control of a party, which may include delays or failures caused by a third-party supplier, including hosting and data storage providers and any public or private utility provider, denial-of-service attacks, acts of God, acts of governmental bodies and public agencies, natural disasters, fire, accidents and shortages of materials or supplies.
Licensed users hereby authorize us to use their trade name and logo, strictly for disclosing the fact that they have purchased or are using the Platform for marketing or promotional purposes, on the Site and in other public or private communications with our existing or potential customers, including the public. If you do not want to be referenced in this way, you may send us an email to that effect to email@example.com
We may revise this SLA or any other of the Agreements Documents at our discretion. If we make a material change, we will provide our licensed users with reasonable prior notice to the email address associated with their Account or through the Platform. Material changes will become effective on the date indicated in such notice and all other changes will become effective upon being posted on the Platform.
If you use the Platform after any change becomes effective, you will be deemed to agree to Agreement Documents as revised. If any modification is unacceptable to you, you must not use the Platform after the effective date of such modifications and must terminate your Account as provided herein (see Period and termination).
Notwithstanding the foregoing, we may change or modify the Agreement Documents at any time with immediate effect: (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add new features to the Platform or to change or add new Services (where this does not materially adversely affect licensed users’ use of the Platform and Services in accordance with their Subscription plan and period, until its renewal); or (c) to restrict activities that we, in good faith, deem unsafe, inappropriate, or offensive.
The failure or delay to exercise any right under the Agreement Documents will not constitute a waiver of that right, nor shall it prevent enforcement on any other occasion. To be valid, any waiver must be made in writing and signed by an authorized representative of the waiving party.
If any provision of the Agreement Documents is held by a court of competent jurisdiction to be unenforceable, it shall be read down or construed and enforced to the maximum extent permissible so as to carry out the objective of the original provision as closely as possible. In either case, the remainder of the Agreement Documents shall continue in effect.
Users may not transfer or assign any of the rights granted to them under the Agreement Documents or any of their obligations pursuant thereto without our prior written consent. We may, without any user’s prior consent, assign our rights and obligations under this Agreement. Subject to the foregoing, the provisions of the Agreement Documents shall be binding on and inure to the benefit not only of the parties hereto but also to their successors and assigns. We shall be free to perform all or any part of this SLA or any other of the Agreement Documents through consultants or subcontractors.
The parties are independent contractors and the Agreement Documents do not and are not intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between them.
The Agreement Documents will be governed by and construed in accordance with the laws of the Province of Quebec, Canada, without reference to conflicts of law rules and principles or the United Nations Convention on Contracts for the International Sale of Goods. Any dispute arising out of the interpretation or application of the terms of this Agreement or any breach thereof will be subject to the exclusive jurisdiction of the courts of the Province of Quebec, in the judicial district of Montreal, and the parties submit to personal jurisdiction in respect of such courts and waive all defenses of lack of jurisdiction and forum non conveniens in connection with any action or proceeding brought therein.
The Agreement Documents constitute the entire agreement between the parties with respect to the subject matter hereof, superseding all representations, proposals, negotiations, agreements and other communications, oral or written, between the parties with respect to the subject matter hereof, unless it is expressly stated that such other terms and conditions take precedence over conflicting terms of the Agreement Documents.
The parties have expressly requested and required that this SLA, the other Agreement Documents and all other related documentation be drawn up in the English language. French translation: Les parties ont expressément demandé et exigé que le présent contrat, les autres documents contractuels et tous les autres documents connexes soient rédigés en anglais.
Communications to us should be sent to firstname.lastname@example.org if you are a licensed user or an unlicensed user, except for legal notices, which must be sent to email@example.com. For all communications to you, we may use the email address associated with your Account, and it is your responsibility to ensure that it remains operational and monitored. We may also communicate with Licensed Users through the Platform interface (for example, a message box prominently appearing after you log in or displayed on your Account’s dashboard or settings page). Any communication will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through the Platform.
For any question or feedback regarding our Agreement Documents, you may contact us at firstname.lastname@example.org or at our mailing address below:
Welcome Spaces Technologies Inc.
406 Notre-Dame, Suite 201, Repentigny (Québec), J6A 2T1