Terms of use

Version: 1.0
Last revised on: February 13, 2023
Company: Accolad Technologies Inc., a Canadian company doing business as Accolad Reconnaissance (with its affiliated entities, " Company ", " we ", " us ", and " us ")

Company contact information:

Accolad Technologies Inc. doing business as Accolad Reconnaissance
To: Data Protection Attorney
4928 Ambroise-Lafortune Street
Boisbriand (Quebec) J7H 1S6

Email: support@accolad.com

Company websites: the websites located at ( https://www.accolad.com ) (as well as all websites on related domains or subdomains, the " Site ").

Company applications: the mobile or online application(s) or platform(s) entitled Accolad (collectively, the “ Application ”).

Agreement

These Terms of Use (these “ Terms ”) constitute a legal agreement between you and your company or organization, as applicable (collectively, “ you ” or “ your ”), and the Company. These Terms govern your use of (a) any website or web application provided, published, developed, or otherwise made available by the Company, including the Site; (b) any mobile or online application provided, published, licensed, developed, or otherwise made available by the Company, including the Application; and (c) any functionality, content, software, hardware, services, or other products available on or through the Site or the Application or otherwise provided by the Company (together with the Site and the Application, the “ Services ”). The information available through the Services is copyrighted material owned by the Company, as are the Site and the Application. Certain services may be subject to additional policies, guidelines, terms, or rules, including the company's Privacy Notice (available at https://accolad.com/pages/privacy-policy ), which will be posted on or in connection with downloading or accessing the Site or application. All such additional terms, guidelines, and rules are incorporated by reference into these Terms. These Terms do not apply to services that display different terms of use or to transactions or arrangements in which you and the company may enter into a separate service agreement.

These Terms Set Out the Legally Binding Conditions That Govern Your Use of the Services. By Accessing or Using the Services, you automatically agree to these Terms (on behalf of yourself or the entity you represent), and you represent and warrant that you have the right, authority, and capacity, including the legal age, to enter into these Terms (on behalf of yourself or the entity or personnel you represent). You may not access or use the Services or agree to these Terms if you are not at least 18 years old. IF YOU DO NOT AGREE WITH ALL THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

1. Accounts

1.1 Account Creation. In order to use certain Services, you may be required to create an account on the Site or the Application (“ Account ”) and provide certain information about yourself as requested by the account registration form. In addition, subject to Section 1.4 below, certain account administrators of you or your organization may be required to register an account on your behalf. To the extent that you create an account, you represent and warrant that: (a) all required registration information that you submit is true and accurate; and (b) you will maintain the accuracy of such information. You may delete your account at any time, for any reason, by sending an email to privacy@nectarhr.com requesting it. The Company may suspend or terminate your account in accordance with these Terms at any time, and you agree that the Company will have no liability to you for any termination of your account.

1.2 Account Eligibility. As an express condition of being permitted to create and access an account, you represent and warrant that you (a) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside; (b) are not listed on any list of persons prohibited from receiving services under U.S. law (including, without limitation, the Denied Persons List and the Entity List published by the U.S. Department of Commerce, the Bureau of Industry and Security) or other applicable jurisdictions; (c) are not a resident of any country subject to sanctions currently in force imposed by the United States of America or the United Nations; and (d) are at least 18 years of age, or if you are under 18, your parent or legal guardian, as applicable,

1.3 Account Responsibilities. You represent and warrant that all required registration information you submit is current, complete, truthful, and accurate. You also agree and acknowledge that you will maintain the accuracy and completeness of such information. You are responsible for maintaining the confidentiality of your account login information and are fully responsible for all activities that occur under your account. You agree to notify the Company immediately of any unauthorized or suspected unauthorized use of your Account or any other breach of security. The Company cannot and will not be liable for any loss or damage resulting from your failure to comply with the above requirements. Furthermore, you accept all risks associated with unauthorized access to your account.

1.4 Administrators. If you are an account administrator on behalf of an organization or group that is a customer of the Company, you may designate authorized users for your organization's account, and by using the Site and Services, you confirm that you are authorized by your organization to do so. These authorized users will have the ability to access your organization's account and take all actions that users are permitted to take under these Terms and any applicable Service Agreement between you and the Company. If you create or receive a user account as an employee or contractor of an organization that has a separate Service Agreement with the Company, you represent that you are authorized by your organization to do so, and you agree to use the Services only as authorized by your organization. By using the Services on behalf of your organization's staff or employees, you acknowledge and understand that you may be required to create accounts and provide information about your staff or employees in accordance with Section 1.1 above. To the extent that you, as an administrator, create or register accounts for the employees or staff of a client of the Company, you acknowledge (a) that you will be responsible for the creation, eligibility, responsibilities, password of the account, notices and other statements and obligations described in this Section 1; (b) that this Company will not exercise any control over your human resources or employment practices, the Company having only minimal direct contact with the staff and employees of your organization through their account or email; and (c) that you are and will remain responsible for all matters, data updates and privacy policies governing the processing of your employees' and staff's data.

1.5 Account Password. When registering for an account, you will provide the Company with a password to access your account. You are responsible for maintaining the confidentiality of your password and for all your activities and those of any third party that occur through your account, whether authorized by you or not. You agree to notify the Company immediately of any suspected or actual unauthorized use of your account. You agree that the Company will not be liable in any way for any costs, losses, damages, or expenses resulting from your failure to maintain the security of your password or account information.

1.6 Notifications. By providing us with your email address, you agree to receive all required notices electronically at the email address provided. Notices will be provided in HTML format, either within the text of the email sent to you, in an electronic document attached to the email, or via a link to an appropriate notice page on the Site accessible through any standard internet browser available on the market.

1.7 Account Termination. You may delete your account at any time, for any reason, by submitting a request via email to support@accolad.com . The Company may suspend or terminate your account in accordance with these Terms at any time (including the termination provisions in Section 8 below), and you agree that the Company will have no liability to you for any termination of your account. Notwithstanding the termination of your account, all fees related to rewards and professional services are non-refundable. Please refer to our Refund Policy for further information.

1.8 Monitoring. You hereby authorize the Company, and the Company reserves the right (without any obligation):

• To review any User Content (defined below) that you have submitted, by removing or refusing to publish or use such User Content for any reason or no reason at all.
• To monitor your use of the Company's Services and Content (defined below).
• To investigate or take appropriate action against you at our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or applicable laws, or otherwise create liability for us or any other person. Such action may include removing or modifying your user content, terminating your account in accordance with these Terms, and reporting you to law enforcement authorities.
• To disclose your identity or other information about you to any third party who claims that any material or user content posted by you violates the third party's rights, including its intellectual property or proprietary rights or its right to privacy, in accordance with our privacy notice.

1.9 Service Suspension. In order to protect the interests of the Company and its users, we reserve the right to immediately suspend access to the Services, without prior notice, in cases of non-payment, fraud, disputes with a customer, their representatives or agents, or any damage suffered by the Company. This suspension will remain in effect until the dispute is fully resolved or all sums due are paid in full.

2. Access to Services

2.1 License. The Company grants you a limited, non-transferable, non-exclusive, revocable, and non-sublicensable license to use and access the Services solely for your personal, non-commercial use, and to display the Company's Content (as defined herein) on your computer or other device (the " License "). This License is expressly conditioned upon compliance with these Terms and is specifically subject to all restrictions set forth herein. This License may be revoked by the Company at any time without prior notice or warning, and the Company will not be liable to you or any third party for such revocation. Except as expressly stated herein, nothing in these Terms shall be construed as granting a license to any intellectual property rights, whether by estoppel, implication, or otherwise.

2.2 Certain Restrictions. The license granted to you under these terms is subject to the following restrictions: (a) you must not sublicense, sell, rent, publish, provide, lease, transfer, assign, distribute, host, or commercially exploit the Services, in whole or in part, or any content displayed through the Services; (b) you must not modify, create derivative works from, disassemble, decompile, or reverse engineer any part of the Services; (c) you must not access the Services to create a similar or competing website, product, or service; (d) except as expressly provided herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; (e) you must at all times comply with the Acceptable Use Policy set forth below; and (f) you must be at least eighteen (18) years of age. You may not assist any third party in carrying out these prohibited activities. Unless otherwise stated, any future version, update, or other addition to the functionality of the Services will be subject to these Terms. All copyright and other proprietary notices displayed through the Services (or on any content displayed through the Services) must be retained on all copies thereof.

2.3 Compliance with Laws. When providing or using these Services, the Company and you, individually and on behalf of your organization's staff and employees who may use the Services, agree to comply with all applicable laws and regulations, including U.S. and international data protection laws. You acknowledge and understand that you must ensure that your organization's staff, employees, or other users of the Services are aware of and comply with these Terms.

2.4 Customer Data. The Customer or User represents and warrants that they own or have obtained all necessary rights, title, and interest, and have obtained all necessary consents or other legal bases to transfer and process, and authorize the Company to transfer and process, for the purposes of the Services, your data and the data of your organization's personnel and employees in connection with these Terms. You further represent and warrant that such data shared hereunder does not infringe any third-party intellectual property rights and is used in accordance with the labor laws applicable to you and your organization.

2.5 Acceptable Use Policy. The following conditions constitute our " Acceptable Use Policy ":

1. You agree not to use the Services to collect, upload, transmit, display or distribute any User Content or to take any action that: (i) violates any third-party rights, including any copyright, trademark, patent, trade secret, moral right, right of privacy, right of publicity or any other intellectual property or proprietary right; (ii) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, commercially defamatory, pornographic, obscene, manifestly offensive, incites racism, bigotry, hatred or physical violence of any kind against any group or individual or is otherwise objectionable; (iii) is harmful to minors in any way; or (iv) is in violation of any law, regulation or obligation or restriction imposed by a third party.
2. You agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, or any software designed to damage or impair any computer system or data; (ii) send through the Services any unsolicited or unauthorized advertising, promotional material, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicate or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather, or assemble information or data about other users, including email addresses, without their consent; (iv) interfere with, disrupt, or create an excessive load on the servers or networks connected to the Services, or attempt to do so, including by sending a virus, overloading, flooding, spamming, mail bombing, or scripts, or violating the rules, policies, or procedures of the networks on which the Services are available; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used with the Services), whether by password mining or any other means; (vi) harass or interfere with any other user's use and enjoyment of the Services; (vii) use any search engine, browser, avatar, intelligent agent, robot, spider, scraper, deep link, software or automated agents, tools, algorithms, programs, methodology or scripts to access, acquire, navigate, search, copy or monitor the Services or any content therein, to produce multiple accounts on the Services, or to generate automated searches, requests or queries (or to remove, delete or extract data) from the Services (provided, however, that we conditionally grant operators of public search engines revocable permission to use spiders to copy material from the Services solely for the purpose and only to the extent necessary to create publicly searchable indexes of material available on the Services, but not caches or archives of such material, subject to any parameters we may set elsewhere in these Terms or in our robots.txt files); (vii) access, alter, or use non-public areas of the Services, the Company's computer systems, or the technical delivery systems of the Company's suppliers, subcontractors, or partners; (viii) probe, scan, or test the vulnerability of any system or network or violate or circumvent any security or authentication measures used in connection with the Services; (ix) falsify any TCP/IP packet header or any part of the header information in any email or posting, or use the Services in any way to send altered, misleading, or false source identification information; (x) commercially exploit any content of the Services other than content you provide; (xi) modify, create derivative works of, disassemble, decompile, or reverse engineer any part of the Services; (xii) access the Services to create a similar or competing website, product, or service; (xiii) use the Services in a manner that distracts you or prevents you from complying with traffic or safety laws; (xiv) use the Services for any illegal activity or merchandise or in any way that exposes you, other users of the Services, our supplier, our subcontractors or partners, or the Company to harm; or (xv) otherwise use the Services except as expressly permitted under these Terms.

2.6 Modification. The Company reserves the right, at any time, to modify, suspend, or discontinue any Service (in whole or in part) or the License, with or without notice, or any Fee (as defined below) charged for the Services. You agree that the Company will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services, the License, or the Fees, or any part thereof. The Company will use reasonable and affordable efforts to notify you and its other customers of any modifications, suspensions, and updates to the Services and these Terms (in accordance with Section 10.1 below).

Modification or withdrawal of products/services. The products, services, and offers displayed on our website or application are provided for informational purposes only and are subject to change or withdrawal without notice. The Company does not guarantee the continued availability of these products or services and reserves the right to modify, replace, or withdraw them at any time, at its sole discretion, without incurring any liability to you or any other party. Descriptions, images, or information relating to products and services do not constitute a guarantee of availability or contractual representation.

2.7 Lack of Support or Maintenance. The provision of any support or maintenance by the Company with respect to the Services will be at the Company's sole discretion. You acknowledge and agree that the Company will have no obligation to provide you with any support or maintenance in connection with the Services, except as expressly agreed to in writing, and may cease to provide or refuse to provide support or maintenance services at any time and for any reason.

2.8 Ownership; Reservation of Rights. You acknowledge and agree that all intellectual property rights (as defined herein) in the Services and their content are and shall remain the property of the Company or its suppliers, subcontractors, or partners. The Company has the right to assign, transfer, or sell such rights or content to a third party, who in turn may have the right to assign, transfer, or sell such rights or content. Neither these Terms (nor your access to the Services) transfer to you or any third party any rights, title, or interest in or to such Intellectual Property Rights, except for the limited access rights expressly granted to you in the License. The Company and its suppliers, subcontractors, and partners reserve all rights not granted in these Terms. No implied license is granted under these Terms.

2.9 Intellectual Property Rights. For the purposes of these Terms, “ Intellectual Property Rights ” means all intellectual property rights throughout the world arising under statutory or common law, whether perfected or unperfected, including, without limitation, all (a) patents, patent applications, and patent rights; (b) rights associated with copyrighted works, including copyrights, copyright applications, and copyright registrations; (c) rights relating to the protection of trade secrets and confidential information; (d) any other proprietary rights relating to intangible property (other than trademark, trade dress, or service mark rights); (e) any divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, hereinafter filed, issued, or acquired; and (f) any goodwill associated with any of the foregoing.

3. Content

3.1 Company Content. Unless otherwise stated, information and materials (including, but not limited to, HTML, text, audio, video, white papers, press releases, datasheets, product descriptions, source code, object code, software, FAQs, and other content) created, generated, published, and/or made available by the Company on or through the Services (collectively, “ Company Content ”) are copyrighted works owned by the Company and its licensors, and the Company and its licensors expressly retain all rights and interest in and to the Company Content, including, but not limited to, all intellectual property rights therein. Except as expressly permitted in these Terms, any use of the Company Content is a breach of your agreement with the Company under these Terms and may also violate copyright and/or other applicable laws.

3.2 Downloadable Content. Where the Company makes Company Content available for download or printing via the Services, as applicable, the Company hereby grants you a limited, revocable, non-transferable, and non-exclusive right to download and print such Company Content provided that (a) such activity is solely for your personal, educational, or non-commercial use, (b) you do not modify or prepare derivative works of the Company Content, (c) you do not obscure, alter, or remove any copyright notices displayed on any Company Service or Content, (d) you do not reproduce, redistribute, or publicly display any Company Content, and (e) you do not copy any Company Content onto any other medium or storage format.

3.3 Third-party links and advertisements. The Services may contain links to third-party offers, applications, websites, and/or services, and/or display advertisements for third parties (collectively, " Third-Party Services "). These Third-Party Services are not under the Company's control, and the Company is not responsible for them. You acknowledge and agree that the Company will not be liable for any Third-Party Services, including their performance, payment, or any damages or claims arising from your use of them. You will be solely responsible for any payment associated with your use of any Third-Party Services. The Company provides access to these Third-Party Services solely for your convenience and does not review, endorse, monitor, approve, warrant, or make any representations regarding any Third-Party Links and Advertisements. You use all Third-Party Services at your own risk and should exercise appropriate caution and discretion in doing so. When you click on any Third-Party Services, the terms and policies of the relevant third party may apply, including the third party's privacy and data collection practices. You must be aware of all the terms and conditions that this third party may apply to the services associated with these third-party services. You must conduct any research you deem necessary or appropriate before proceeding with any transaction related to these third-party services.

3.4 User content.

1. Definition and Responsibility . “ User Content ” means all information and content that a user submits or uses with the Services (for example, user profile content or posts). You are solely responsible for your User Content. You assume all risks associated with the Company's or other parties' use of your User Content, including any reliance on its accuracy, completeness, or usefulness, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy. You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by the Company. Because you are solely responsible for your User Content, you may be liable if, for example, your User Content violates the Acceptable Use Policy. The Company is under no obligation to retain any User Content, and your User Content may be removed at any time without notice. You are solely responsible for creating and maintaining your own backup copies of your user content if you so choose.
2. License . You hereby grant (and represent and warrant that you have the right to grant) to the Company a worldwide, irrevocable, non-exclusive, perpetual, royalty-free, and fully paid-up license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to sublicense the foregoing rights to multiple tiers of sublicensees, for the purpose of including your User Content in the Services and for any other use or purpose the Company may have for such User Content, subject to applicable privacy laws. You hereby irrevocably waive (and agree to cause to be waived) any and all claims and assertions of moral rights or attribution with respect to your User Content.
3. Other Users . Each user of any Service is solely responsible for all or part of their own User Content. Because we do not control user content, you acknowledge and agree that we are not responsible for any user content, whether provided by you or others. We make no warranties regarding the accuracy, timeliness, appropriateness, or quality of any user content. Your interactions with other users of any Service are solely between you and those users. You agree that the Company will not be liable for any loss or damage incurred as a result of such interactions. In the event of a dispute between you and any other user of any Service, we are under no obligation to become involved.
4. Removal of User Content . You understand that any termination of your account may result in the removal of your user content associated with your account from our live databases. User content may also be removed if you do not access or use your account for a period exceeding 60 days, or due to a failure or outages of third-party applications or services that the Company relies on to store user content. The Company will have no liability to you for any termination of your account or removal of your user content.

3.5 Feedback. If you provide the Company with comments or suggestions regarding the services (“ Feedback ”), you hereby assign to the Company all rights to such Feedback and agree that the Company has the right to fully use and exploit such Feedback and related information in any way. The Company will treat any Feedback you provide to the Company as non-confidential and non-proprietary. You agree not to submit to the Company any information or ideas that you consider confidential or proprietary.

3.6 Copyright Policy. As a condition of your right to use the Services, you agree to respect the intellectual property rights of others. Accordingly, you agree not to upload or post on the Service any copyrighted material, trademarks, or other proprietary information belonging to any third party without the prior written consent of the relevant third party. In connection with the Services, we have adopted and implemented a Digital Millennium Copyright Act (“ DMCA ”) procedure. The Company’s DMCA procedure conforms to that suggested by the DMCA, the text of which can be found on the U.S. Copyright Office website (as of the date of the last revision of these terms, located at http://www.copyright.gov/legislation/dmca.pdf ). If you believe that your copyrighted work has been unlawfully uploaded or posted on the Services, you may send a written notice to the Company at the email address provided in the Company’s contact information above, and the Company will respond in accordance with its DMCA procedure. The Company reserves all rights to claim damages and costs associated with any breach and/or fraud.

4. Payment terms

4.1 Company Paid Services. The Company may offer paid Services on a recurring basis (“ Subscription Services ”) or based on usage (“ Pay-as-you-go Services ” and, together with the Subscription Services, “ Paid Services ”). The license to use and access any paid service is expressly conditional upon full payment of all amounts due for that service (the “ Fees ”). By using or accessing Paid Services, you hereby agree to pay in full all applicable Fees for such Paid Services that may be established by the Company from time to time. Failure to comply with or pay the Fees due constitutes a material breach of these Terms.

4.2 Fee Amounts; Changes. Fees may be established and communicated by the Company via email, posting through the Services (such as on the Site or in the Application), a notice posted within or delivered to your account, or as otherwise agreed upon in a written agreement or purchase order executed by you and the Company. The Company has the right to modify, remove, discontinue, or impose conditions on the paid Services or any feature or aspect of a paid Service at any time, including the Fees associated with such paid Services. Notice of any fee changes may be sent via email, posting through the Services (such as on the Site or the Platform), or a notice posted within or delivered to your account. You agree to periodically review the Company's pricing and policies made available through the Services to stay informed. Your continued use of any paid Service affected by a fee change will constitute your acceptance of such changes and authorization for the Company to collect such fees in the future. Any changes to fees and other charges will not be applicable until the billing period or renewal period following the period in which the fee change occurs.

4.3 Free Trial. Access to certain paid Services may be permitted for a free trial period, as indicated when accessing those paid Services (the “ Free Trial Period ”), without payment of any Fees. Upon expiration of the Free Trial Period, your license to use those paid Services will terminate until you have paid the required Fees. If you continue to use paid Services after the end of any Free Trial Period, or if you fail to cancel your subscription to those paid Services during the Free Trial Period, the Company may automatically charge you the fees payable for that paid Service after the end of the applicable Free Trial Period.

4.4 Non-refundable. All fees (including awards and professional services) are non-refundable. All fees are exclusive of any taxes, levies, or duties imposed by tax authorities, and you acknowledge and agree that you are responsible for all taxes applicable to fees, paid services, or any related charges in all applicable jurisdictions. Please refer to our Refund Policy for further information.

4.5 Payment. Fees may be paid by debit card, credit card, or any other form that the Company notifies in writing as acceptable. If you link a debit or credit card to your account, you hereby authorize us to collect all fees by debiting your linked debit card or to charge your linked credit card without further authorization, including any fees or charges incurred as a result of such debit or charge. Regardless of the payment method, we reserve the right to deduct Fees from any balance in your account or your linked bank account.

5. Gift codes, prepaid rewards and redemption terms

Definitions. For the purposes of these Terms: (a) “ Gift Code ” (or “ Reward Code ”) means any code, identifier, link, token, digital coupon, or equivalent that enables the recipient to obtain a reward, product, or service from a merchant, partner, supplier, or through the Company’s catalog, whether such code is transmitted: (i) via the self-service platform; (ii) as part of recognition services administered by the Company; (iii) by email, SMS, hyperlink, application interface, API, or other technology; or (iv) printed or embedded on a medium (e.g., card, letter, certificate) or encoded via a technology (e.g., QR code, NFC, or equivalent). (b) “ Rewards Budget ” means any amount prepaid by the Customer to fund the purchase, issuance, or distribution of Gift Codes.

Clarification – nature of products. Unless expressly stated otherwise, the Company does not issue “gift cards” in the strict sense; rewards are generally delivered and administered in the form of Gift Codes (digital or printed), with the exception of products that are explicitly listed in the Company’s rewards catalogue, including those available at https://www.accolad.com/en/collections/catalogue-cartes-cadeaux-accolad .

5.1 Nature of Prepaid Funds (Rewards Budget). All amounts prepaid by the Customer for the purchase, issuance, or distribution of Gift Codes (the “ Rewards Budget ”) constitute advance payment for services and rewards that will be administered by the Company in accordance with these Terms and, where applicable, any applicable purchase order or service agreement. The parties expressly agree that the Rewards Budget: (a) is not held in trust; (b) does not create a fiduciary, escrow, custody, mandate, agency, or trust relationship; (c) does not constitute Customer funds held for safekeeping; and (d) shall be treated solely as a contractual payment obligation governed by these Terms. The Customer acknowledges that the Company may commingle the Rewards Budget with its general operating funds.

5.2 Interest and Investment Income. The Company is authorized to retain, for its exclusive benefit, any interest, return, "float," or other investment income generated by the Rewards Budget before the redemption or expiration of the Gift Codes. The Client expressly waives any claim relating to such interest or income.

5.3 Deemed Use; No Ownership Rights for the Recipient. A Gift Code is deemed fully issued and used upon its transmission to the designated recipient (including by electronic transmission, posting to an account, delivery of printed material, or making available via a hyperlink or QR code). Until redeemed, a Gift Code constitutes a limited contractual right, subject to these Terms and Conditions, and does not create any real right or ownership interest for the benefit of the recipient.

5.4 Expiration; Forfeiture of Rights and Deemed Forfeiture. Unless otherwise required by applicable law, Gift Codes expire twelve (12) months after their issuance. Upon expiration: (a) the recipient's right to redeem the Gift Code automatically terminates (forfeiture); (b) the Company has no further obligation to provide the underlying reward; and (c) any unredeemed value is deemed forfeited to the Company. The Customer agrees that these amounts are neither refundable nor creditable, unless otherwise required by applicable law.

5.5 Exclusive Remedy; No Refund. The Customer's sole and exclusive remedy with respect to unused or unredeemed Gift Codes is that expressly provided in these Terms and Conditions (and, where applicable, any applicable service agreement). Except as required by law, no refund will be issued.

6. Compensation

You agree to indemnify and hold harmless the Company (and its officers, employees, affiliates, licensors, service providers, and agents), including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your breach of these Terms, (c) your violation of any applicable laws or regulations (including non-compliance with applicable U.S. and international data protection laws), or (d) your User Content and any other user's access to, reliance on, or use of your User Content. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. You agree not to settle any matter without the Company's prior written consent.

7. Limitation of Liability; Disclaimer; Release

7.1 Release. To the maximum extent permitted by applicable law, you hereby release and forever discharge the Company (and our officers, employees, affiliates, licensors, service providers, agents, subcontractors, partners, successors and assigns) and waive any and all past, present and future claims, controversies, demands, rights, obligations, liabilities, actions and causes of action of any kind and nature (including personal injury, death and property damage), which have arisen or are arising out of or directly or indirectly from the Services, or which relate directly or indirectly to the Services (including any interaction with, or acts or omissions of, other users of any Service, any User Content or any Third Party Link and Advertising), including any claims, controversies, demands, rights, obligations, liabilities, actions or causes of action which may not yet exist or of which you may not be aware. If you are a resident of Quebec, please note that this clause may be invalid and without effect with respect to personal injury and property damage caused intentionally or through gross negligence. If you are a resident of the province of Quebec, please note that this clause does not affect your rights as a consumer under the Quebec Civil Code.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE SECTION 1542 OF THE CALIFORNIA CIVIL CODE IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL DISCHARGE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTION OF THE RELEASE, WHICH, IF KNOWN TO HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

7.2 Disclaimer.

1. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND THE COMPANY (AND OUR SUPPLIERS, SERVICE PROVIDERS, AFFILIATES, LICENSORS, CONTRACTORS AND PARTNERS) EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY OR NON-INFRINGEMENT. WE (AND OUR SERVICE PROVIDERS) MAKE NO WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE AVAILABLE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR BE ACCURATE, RELIABLE, FREE FROM VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES WARRANTIES REGARDING THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED TO A PERIOD OF NINETY (90) DAYS FROM THE DATE OF FIRST USE.
2. Because some jurisdictions do not allow the exclusion of implied warranties, the above exclusion may not apply to you. Also, some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.

7.3 Limitation of Liability. a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY (OR OUR SUPPLIERS, SUBCONTRACTORS OR PARTNERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Access to and use of the services are at your sole discretion and risk, and you will be solely responsible for any damage to your device or computer system, or any resulting data loss. b. To the maximum extent permitted by law, notwithstanding anything to the contrary herein, our liability to you for any damages arising out of or related to this agreement (for any cause whatsoever and regardless of the form of action) will at all times be limited to a maximum of fifty Canadian dollars ($50 CAD). The existence of more than one claim will not expand this limit. YOU AGREE THAT OUR SUPPLIERS, SUBCONTRACTORS, AND PARTNERS ASSUME NO LIABILITY OF ANY KIND ARISING FROM OR RELATED TO THIS AGREEMENT. c. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

7.4 Acceptance. You acknowledge that the Services may not function correctly and without error at all times, and agree that the Company shall in no event be liable for any downtime in accessibility or errors in its functionality.

8. Terms and Termination

Subject to this section, these Terms will remain in full force and effect while you use the Services. We may suspend or terminate your Service License (including your account) at any time for any reason, at our sole discretion. If you use or attempt to use any of the Services in breach of or in violation of these Terms, your Service License will automatically and immediately terminate. Upon termination of your license under these Terms, your account and your right to access and use the Services will be immediately terminated. The Company will have no liability to you for any termination of your rights, account, or License under these Terms. Even after the termination of your rights under these Terms, the following provisions of these Terms will remain in effect: Sections 2 through 10.

9. Dispute resolution

Please read the provisions of this section carefully, as it constitutes an agreement regarding the settlement of disputes by arbitration. This forms part of your contract with the Company and affects your rights, including the Company's right to choose binding arbitration and a waiver of class action lawsuits.

9.1 Arbitration Clause. At the Company's sole discretion, it may request you to submit any dispute, claim, grievance, complaint or action arising out of these Terms or the use of the Services, including disputes arising out of or concerning their interpretation, breach, invalidity, non-performance or termination, to final and binding arbitration under the arbitration rules of the Canadian Arbitration Association applying the law of the Province of Quebec or the federal arbitration law of Canada.

9.2 Waiver of Jury Trial. In the event of a dispute between you and the Company before a provincial or federal court for the annulment or enforcement of an arbitration award, you and the Company waive a jury trial and instead elect to have the dispute decided by a judge.

9.3 Waiver of class or consolidated remedies. All claims and disputes under this Section 9 must be resolved by arbitration or individual litigation and may not be subject to class or consolidated arbitration involving more than one customer or user.

9.4 Confidentiality. All aspects of the arbitration proceedings, including the arbitrator's decision, shall be confidential, unless otherwise required by law. The parties agree to maintain confidentiality, except where a party is required to submit information to a court to enforce the agreement, enforce an arbitral award, or seek an injunction or equitable relief.

9.5 Right of Waiver. All or part of the rights and limitations set forth in this Section 9 may be waived by the party against whom the claim is asserted, without affecting the other parts of these Terms.

9.6 Emergency Equitable Relief. Either party may seek emergency equitable relief in a provincial or federal court to maintain the status quo pending arbitration, without this being deemed a waiver of any other rights or obligations under this arbitration clause.

9.7 Claims not subject to arbitration. Claims for defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party's patent, copyright, trademark, or trade secrets are not subject to arbitration under this Section 9.

9.8 Courts. In all cases where Section 9 above permits the parties to bring legal action, the parties agree to submit to the personal jurisdiction of the courts located in the judicial district of Quebec, Province of Quebec, for that purpose.

10. General

10.1 Modifications. These terms are subject to occasional revisions, and if we make substantial changes, we may notify you by sending an email to the last email address you provided to us (if any), or by posting a notice of the changes on the Site or through your account. You are responsible for providing us with your most recent email address. In the event that the last email address you provided to us is invalid or unable to send you the notice described above, our sending an email containing that notice will nevertheless constitute effective notice of the changes described in the notice. Any changes to these terms will become effective no earlier than thirty (30) calendar days after we send you an email notice (if any) or thirty (30) calendar days after we post the notice of change on our Site. These changes will be effective immediately for new users of the Services. Your continued use of the Services after notification of such changes will indicate that you acknowledge those changes and agree to be bound by the terms and conditions of those changes.

10.2 Exporting. The Services may be subject to Canadian export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, U.S. technical data acquired from the Company, or products using such data, in violation of U.S. export laws or regulations.

10.3 Disclosures. The company is located at the address indicated above. If you reside in Quebec, you can report any complaint to the Office de la protection du consommateur (Consumer Protection Office) by contacting their customer service department.

10.4 Electronic Communications. Communications between you and the Company will be conducted electronically, whether you use the Services, send us emails, or the Company posts notices through the Services or communicates with you by email. For contractual purposes, you (a) consent to receive communications from the Company in electronic form; and (b) agree that all terms, conditions, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirements relating to notice and enforceability.

10.5 Entire Terms; Construction; Severability; Mission. These Terms constitute the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Section headings in these Terms are for convenience only and have no legal or contractual effect. The term "including" means "including, but not limited to." If any provision of these Terms is held to be invalid or unenforceable for any reason, the remaining provisions of these Terms shall not be affected, and the invalid or unenforceable provision shall be deemed modified to make it valid and enforceable to the maximum extent permitted by law. Your relationship with the Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms and Conditions, and your rights and obligations under them, may not be assigned, subcontracted, delegated, or otherwise transferred by you without the Company's prior written consent, and any attempt to assign, subcontract, delegate, or transfer them in violation of the foregoing will be null and void. The Company may freely assign these Terms and Conditions. The terms and conditions set forth in these Terms and Conditions will be binding on the assignees.

10.6 Copyright/Trademark Information. Copyright © 2023 Accolad Recognition, Inc. All rights reserved. All trademarks, logos, and service marks ("Marks") displayed in connection with the Services are our property or the property of third parties. You are not authorized to use these Marks without our prior written consent or the consent of the third party that may own the Marks.

10.7 GDPR and data protection. You acknowledge and understand that your use of the Services may be subject to additional terms and conditions under the General Data Protection Regulation (Regulation (EU) 2016/679) and other applicable data protection laws.