Terms of Use - Walaw
Last Updated: October 1, 2026
9539-4268 Québec inc., doing business as Walaw, a Québec corporation, (“Walaw”, “we”, “us”, and “our”) provides AI agent infrastructures designed, among other things, to manage and facilitate communications between our clients (the “Clients”, or individually, a “Client”, “you” or “your”), your Staff Users (as defined below) and your Patients (as defined below) and other related products or services, including, where applicable, the PMS Service (as defined below) (collectively, the “Service”). Walaw has also developed an online platform accessible for you and your Staff Users to review, customize and manage the performance of the Service and the use of any other service or product available on the platform (the “Platform”).
The terms of use set out below (the "Terms of Use") constitute a binding agreement between Walaw and you, and govern your subscription to the Service (the “Subscription”), and the use and access to the Service, the Platform and our website (the “Site”). These Terms of Use also govern the use of the Service and the Platform by your Staff Users, who are granted a limited license to access and use the Service and the Platform directly by Walaw, subject to these Terms of Use. Any individual who accesses or uses the Site without being a Client or a Staff User is being referred to as a "Visitor". By accessing or using the Site, a Visitor acknowledges that they have read, understood, and agree to be bound by these Terms of Use, to the extent applicable to their access to and use of the Site. If a Visitor does not agree to be bound by these Terms of Use, the Visitor must not access or use the Site.
These Terms of Use must be read along with our privacy policy (our “Privacy Policy”, and collectively with the Terms of Use, the “Terms”) which describes how we collect, use, store, disclose and protect personal information. Thus, if you do not wish to be bound by these Terms, please do not Subscribe to the Service, nor access or use the Platform or the Site.
Pursuant to Section 14(c) of these Terms, Walaw may update or revise these Terms from time to time, and notify you of such update or revision of these Terms.
Notice to Patients
If you are an individual who receives services from a Client (a "Patient"), your clinic or practitioner remains responsible for your patient file and any information collected about you. For any questions, please contact them directly. For information on how Walaw processes personal information in connection with the Service, see our Privacy Policy. Walaw does not provide any medical or healthcare services. Any decisions about diagnosis, treatment or medical care rest with you and your practitioner or clinic. You are not entering into a provider-patient relationship with Walaw.
Acceptance of Terms
By subscribing to the Service (in the case of a Client), or by accessing or using any part of the Platform, the Service or the Site, or by clicking “I Agree” or similar electronic acceptance, you (which for the purposes of this Article, includes each Staff User):
Confirm that you are not a child under the age of 14;
Consent to electronic communications for all notices and communications related to the Service or the Platform; and
Acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not Subscribe to the Service, nor use the Platform or the Site.
Provision of the Service and Access to the Platform
License and Access
Walaw provides the Subscription and access to the Platform and related services in accordance with the applicable subscription terms, which may be set out (i) in a purchase order form, (ii) in discussions between you and Walaw, (iii) on our Site while you are completing your Subscription, or (iv) in a payment link or checkout page sent to you by Walaw through our payment processor (collectively, the “Subscription Terms”).
Once you have subscribed and your payment has been processed, Walaw will make the Service and the Platform available to you and your Staff Users in accordance with the applicable Subscription Terms.
Access to the Platform
You (which, for the purposes of this Section, includes Staff Users) may access and use the Platform via a web browser. You are solely responsible for any software requirements and for any communication, data transmission, or other information-related charges and fees associated with accessing and using the Platform.
Service Changes
Walaw reserves the right to withdraw, suspend, modify or discontinue, temporarily or permanently, any feature or functionality of the Service or the Platform, with or without prior notice, for any reasons, including, but not limited to, bugs, unforeseeable and irresistible events (force majeure) or technical or security threats. You (which, for the purposes of this Section, includes Staff Users) acknowledge that Walaw will not be liable to you or to any third party for any withdrawal, suspension, modification, or discontinuation of any feature or functionality of the Service or the Platform. Continued Subscription, in the case of a Client, or use of the Service, or the Platform, in the case of a Client or a Staff User, after modifications shall constitute your consent to such changes.
Service Capabilities and Limitations
The Service is designed, among other things, to handle routine interactions with your Patients and administrative tasks of your organization. The Service is not designed to provide medical advice or handle medical emergencies. You, your Staff Users or your Patients are advised not to rely on the Service for any medical information or in emergency situations. If the Service detects a query that may require medical expertise, it will redirect the Patients to you. We do not take responsibility for any misinterpretation or mishandling of information by the Service. You and your Staff Users are advised to review and verify all important communications generated by the Service.
Acceptable Use Policy
You agree that you (which for the purposes of this Section, includes Staff Users) will not use or access the Service, the Site or the Platform to engage in unlawful activities, spam, abusive behavior, or to upload or promote objectionable material. You may not disrupt the Site, Service’s or the Platform's use or bypass security measures. More specifically, without limiting the generality of the foregoing, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:
is illegal, or violates any federal, state, provincial, or local law or regulation;
violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
is harmful, malicious, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
interferes with any other party’s use and enjoyment of the Site, the Service or the Platform;
overloads or disrupts our systems or interferes with the Site’s, the Service’s or the Platform’s normal operation;
attempts to impersonate another person or entity;
accesses or uses an Account (as defined below) without the Account Holder’s (as defined below) permission;
distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
accesses without permission our proprietary or confidential records, those of another Account Holder, or those of anyone else;
shares your Account credentials and password with any other person;
removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Service, the Site or the Platform;
uses automated or manual means to violate the restrictions in any robot exclusion headers on the Platform or the Site, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information;
reverse-engineers, decompiles, or otherwise attempts to extract source code from the Site, the Service or the Platform;
uses the Service, the Site or the Platform to develop a competing product or service, to train, benchmark or evaluate any artificial intelligence or machine learning model, product or service, or for any purpose other than your own internal business purposes in accordance with these Terms of Use;
modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Site, the Service or Platform; or
attempts to do any of the foregoing.
In addition to the foregoing, the Client will use commercially reasonable efforts to ensure that its Patients' interactions with the Service comply with applicable laws.
Walaw reserves the right to suspend or terminate your use of the Service or the Platform, or to take other appropriate remedial action, to address any inappropriate conduct or any violation or suspected violation of this Acceptable Use Policy or these Terms of Use. For more details, please refer to Article 13 of these Terms of Use.
PMS Integration
Notwithstanding any other provision of this Article, for the purposes of this Section, "you" and "your" refer to the Client only. If you request that the Service be integrated with your practice management software (the "PMS"), you must create and provide Walaw with a dedicated user account within your PMS (the "PMS User Account"), allowing Walaw to perform tasks on your behalf in the PMS, such as booking, modifying, cancelling, and confirming appointments, retrieving availability, and such other tasks as may be agreed upon from time to time (the "PMS Service"). By requesting the PMS Service, you expressly authorize Walaw to access and use the PMS User Account for the sole purpose of performing the PMS Service on your behalf.
You are solely responsible for creating and maintaining the PMS User Account. You must (i) ensure that the PMS User Account is active and has sufficient permissions to carry out the PMS Service; (ii) notify Walaw promptly if the PMS User Account credentials change, are revoked, or are compromised; and (iii) provide Walaw with reasonable prior written notice before revoking or modifying access in a manner that would prevent Walaw from providing the PMS Service. You may revoke Walaw's access to the PMS User Account at any time upon written notice; you acknowledge that such revocation will prevent Walaw from performing the PMS Service and may impact its availability and functionality.
Walaw will (i) access the PMS User Account solely for the PMS Service; (ii) not use the PMS User Account credentials for any purpose beyond what is strictly necessary to carry out the PMS Service; (iii) keep the PMS User Account credentials confidential and not share them with any third party, except as necessary to engage subprocessors in the performance of the PMS Service; and (iv) notify you promptly upon becoming aware of any unauthorized access to or use of the PMS User Account. Upon any suspension or termination of your Subscription, the Service, or the Platform in accordance with Article 13 (Termination and Cancellation), or upon termination of the PMS Service for any other reason, Walaw will immediately cease accessing the PMS User Account and, upon your request, confirm in writing that it no longer holds or uses the PMS User Account credentials.
You acknowledge that the PMS Service is performed on an automated basis by Walaw's AI agents and that errors may occur in its performance. You hereby release Walaw from any and all liability arising out of or in connection with (i) any error, omission, or inaccuracy in the performance of the PMS Service, including incorrectly booked, modified, cancelled, or confirmed appointments, or (ii) any interruption, unavailability, malfunction, or error of the PMS itself, including any failure attributable to the PMS provider, connectivity issues, or changes to the PMS's features, permissions, or API affecting Walaw's ability to perform the PMS Service. You assume full responsibility for reviewing and verifying all actions performed by Walaw through the PMS Service. The foregoing release does not apply in the case of Walaw's gross negligence or wilful misconduct.
Disclaimer
Without limiting the foregoing, everything provided through the Subscription, the Service, the Platform and the Site (including the Third-Party Content (as defined below) and the Third-Party Services (as defined below)) is provided to you (which, for the purposes of this Article, includes Staff Users when applicable, and with respect to the Site, each Visitor) on an “AS IS” AND “AS-AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY INCLUDING, BUT NOT LIMITED TO, ANY EXPRESSED OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, COMPLETENESS, RELIABILITY, ACCURACY, SECURITY, SAFETY, UNINTERRUPTED OR ERROR-FREE SERVICE, FREEDOM FROM VIRUSES OR OTHER HARMFUL COMPONENTS, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR INTER-OPERABILITY OF PRODUCTS OR SERVICES. Walaw reserves the right to make changes, corrections, or updates to the content, features, or functionality of the Service, the Platform or the Site at any time and without notice.
Limitation of Responsibility
For the purposes of this Article, "you" and "your" include each Staff User, except with respect to the Subscription, which refers solely to the Client, and with respect to the Site, "you" and "your" also include any Visitor. Your Subscription and your use of the Platform, the Service and the Site (including the Third-Party Content and the Third-Party Services) is at your own risk. To the fullest extent permitted by applicable law, Walaw shall not be liable for any direct, indirect, incidental, special, consequential, punitive or other damages whatsoever of any kind whatsoever, including but not limited to business interruption, loss of use, data, information, revenues or profits (regardless of the legal basis of the claim, including but not limited to claims based on contract, negligence, extra-contractual liability, or any other legal basis) arising out of or in connection, directly or indirectly, with (i) your or your Patients’ use or access to the Service, the Platform or the Site, (ii) your or your Patients’ conduct while using or accessing the Service, the Platform or the Site or (iii) your or your Patients’ use of Third-Party Content and the Third-Party Services, even if Walaw has been advised of or could have foreseen the possibility of such damages occurring. To the fullest extent permitted by applicable law, the aggregate liability of Walaw for all claims arising out of or relating to the use or access of, or any inability to use or access, the Service, the Platform or the Site (including the Third-Party Content and the Third-Party Services), regardless of the legal basis of the claim (including, without limitation, claims based on contract, negligence, extra-contractual liability, or any other legal basis), shall be limited to the total sum of Recurring Fees (as defined below) and Overage Fees (as defined below) paid by you in the three (3) months preceding the event that gave rise to the claim, or if you are a Staff User or a Visitor, one hundred dollars ($100). In the event of a Subscription with a term longer than one (1) month, the aggregate limitation of liability shall be calculated on a pro rata basis equivalent to three (3) months of Recurring Fees, plus any Overage Fees paid during those three (3) months. For example, if you subscribe on an annual basis at a cost of $2,400 per year, Walaw’s aggregate liability shall be limited to $600 (representing three (3) months on a pro rata basis), plus any Overage Fees paid during those three (3) months. For additional limitations applicable to the PMS Service, see Section 3(f).
User Accounts on the Platform
Account Registration
To use and access the Platform and the Service, you (which, for the purposes of this Section, includes each Staff User) must create an account (an “Account”) and specify a login ID and password. You must provide truthful and accurate information when you create an Account. Do not create an Account if you are not authorized to do so or impersonate anyone else when you create your Account. We will treat the person signing up for a Subscription on behalf of a Client as the “Account Owner” and will consider them as authorized to administer the Account for the Client. This includes authorizing additional user accounts for staff (each a “Staff User”), and granting and revoking user access rights and permissions in relation to a Client. A Client may have more than one Account Owner, each of whom Walaw will treat as an authorized representative of the Client for all matters related to the Client's Subscription, Account or data. Both the Account Owner(s) and the Staff User(s) are considered an “Account Holder”. Each Account Owner must be a named individual. Any questions about a Client's Subscription or its Staff Users' Accounts should be directed to an Account Owner. A Client may change its designated Account Owner(s) at any time through the Platform's account settings.
Account Responsibility
As an Account Holder, you (which, for the purposes of this Section, includes each Staff User) are responsible for maintaining the confidentiality of your Account credentials and password. You are not permitted to transfer or sell your Account to any other person nor provide any other person with access to your Account as further provided in these Terms.
Data and Confidentiality
By subscribing to the Service, in the case of the Client, and by using or accessing the Platform or the Service, you (which, for the purposes of this Article, includes each Staff User) acknowledge and agree to the following:
Account Security
You agree to keep your Account credentials secure and not to share your password or allow others to access the Platform. You agree to use a strong password for your Account, to update it regularly, and to log out of your Account at the end of each session. You must notify us if you become aware of a potential breach of security, such as the unauthorized disclosure of your Account credentials or password. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the unauthorized use of your Account.
Information Sharing and Confidentiality
At this time, all information accessible on the Platform using your Account can be read by you. As such, you acknowledge and agree that we cannot ensure the confidentiality of the information on the Platform using your Account if you share your Account with someone.
Responsibility for Data
You are responsible for Input (as defined below) you provide or use in respect of the Service or the Platform. You are solely responsible for determining the suitability of use of the Service or the Platform for your needs and complying with any regulations, laws, or conventions applicable to the Input you provide and your use of the Service and the Platform.
Compliance with Data Protection Laws
The Client confirms that it has obtained all necessary permissions and consents for the processing of personal information through the Service or the Platform, including personal information (i) from its officers, directors, employees, contractors or clients, such as first name, last name, job title or professional designation, role or function within its organization, email address, telephone number, educational background or credentials, areas of expertise or fields of practice, work schedule or availability, work address or languages spoken, or (ii) collected by Walaw from Patients through the Service, as required by applicable laws, including but not limited to information protection regulations. The Client warrants that collection and use of any personal information or data (i) it or its Staff Users provide in connection with the Subscription to the Service or while using the Platform or (ii) collected by Walaw from Patients through the Service complies with all applicable data protection laws, rules, and regulations. The Client is responsible for ensuring that Patients whose information is collected through the Service have been informed and have consented to its use in accordance with these Terms and applicable laws. The Client acknowledges understanding and hereby provides its consent that we may collect and process such personal information in accordance with our Privacy Policy.
Data Processing Agreement
To the extent you are subject to the Act respecting the protection of personal information in the private sector (Québec), the Personal Information Protection and Electronic Documents Act (Canada), or the General Data Protection Regulation (European Union), or any other applicable data protection law requiring a written agreement between a data controller and its service provider or processor, the terms of our Data Processing Agreement (our "DPA") will apply and are incorporated into these Terms of Use. For any other applicable legislation requiring such a written agreement, these Terms of Use will serve as the legal and written agreement between you and Walaw for that purpose.
Business Associate Agreement
If you are subject to the Health Insurance Portability and Accountability Act of 1996, you may request that Walaw enter into a Business Associate Agreement (our "BAA") with you. Please contact us at legal@walaw.io to request a copy of our standard BAA.
Usage Data
Walaw may collect, generate, store and use diagnostic and usage-related data, and information, or insights generated or derived from the use and operation of the Service or the Platform (the “Usage Data”). Walaw pledges that Usage Data will be anonymized and/or aggregated such that it does not identify, and cannot reasonably be used to identify, you, any Staff User or any Patient. Walaw owns all rights, title, and interest in Usage Data and may use it for its business purposes, including providing support for the Service and the Platform, customer account management, industry analysis, benchmarking, analytics, and developing and improving its products and services, including the Service and the Platform.
User Representation and Warranty
You hereby represent and warrant to us that: (a) you have all requisite rights and authority to subscribe to the Service, in the case of the Client, and use the Platform and the Service and to grant all applicable rights herein; (b) any information you submit to us is true, accurate, and correct; and (c) you will not attempt to gain unauthorized access to the Service or the Platform, computer systems, or networks under the control or responsibility of us through hacking, cracking, password mining, or any other unauthorized means.
Payments of Charges and Cancellation Fees
Fees
You agree to pay the applicable onboarding fees (the “Onboarding Fees”) and the recurring fees (the “Recurring Fees”) payable for each renewal of the Subscription, as set out in your Subscription Terms. The Fees (as defined below) are non-refundable unless otherwise stated.
Taxes
The Fees exclude applicable local, provincial, and federal taxes, which will be added to your bill as required by law.
Payment Terms
You authorize our payment processor to store your payment method(s) information and to automatically charge such payment method(s) for (i) the amount of Onboarding Fees you owe to Walaw, (ii) the amount of your Recurring Fees for each renewal of your Subscription, (iii) the amount of your Overage Fees at the end of each Subscription term or on a monthly basis if your Subscription has a term longer than one (1) month, or (iv) any other amount owed to us, with no further action required by you.
Other Usage Charges
In the event the usage of the Service exceeds the volume provided for under your Subscription, overage usage fees (the “Overage Fees”, and collectively with the Onboarding Fees and the Recurring Fees, the "Fees") will be charged to you for your applicable Subscription either at the end of its term or on a monthly basis if your Subscription has a term longer than one (1) month. In such case, you hereby authorize our payment processor to charge the Overage Fees to the payment method(s) it has on file, or any other payment method you choose for these Overage Fees.
Change in the Fees
Walaw may change the prices of the Fees at any time by notifying you of such changes by email or through the Platform, it being understood that the prices of your Fees will remain in effect for the duration of the Subscription term already paid before such price changes come into effect. If you do not agree to these price changes, you must cancel your Subscription before the end of the then-current term. Failing such cancellation, upon the expiration of that term, your Subscription will automatically renew and you will be charged at the then-current prices for the Fees at the time of renewal, and our payment processor will charge the Fees to your on-file payment method(s) as of the first day of the renewal of the Subscription.
Third-Party Services and Content
The Service and the Platform rely on or interoperate with third-party products and services, including data storage services, communications technologies, third-party LLM providers, and internet and mobile operators (collectively, "Third-Party Services"). These Third-Party Services are beyond our control, but their operation may impact, or be impacted by, the use and reliability of the Service or the Platform.
We may further provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Service or the Platform (collectively, "Third-Party Content"). Your and your Staff Users’ dealings or correspondence with third parties and your or your Staff Users’ use of or interaction with any Third-Party Content are solely between you and the third party.
We have no obligation to monitor Third-Party Services or Third-Party Content, and we may block or disable access to any Third-Party Services or Third-Party Content (in whole or part) through the Service or the Platform at any time.
Ownership of Intellectual Property Rights
Content provided by Users
You, your Staff Users or your Patients may transmit, make available or otherwise provide data and information as input to the Service and the Platform ("Input"). When you, your Staff Users or your Patients provide Input to the Service or the Platform, you may receive audio or text output generated and returned by Walaw, based on Input (“Output”) (Input and Output, collectively, the “User Content”). Input may include, without limitation, (i) recordings of voice and conversation transcripts, (ii) text descriptions, (iii) information to improve and customize the knowledge base powering the Service such as personal information of your officers, directors, employees, contractors or clients, such as first name, last name, job title or professional designation, role or function within your organization, email address, telephone number, educational background or credentials, areas of expertise or fields of practice, work schedule or availability, work address or languages spoken, (iv) your Patients’ information such as first and last names, email addresses, postal addresses, telephone numbers and medical conditions, (v) or any other content that you may provide to us through the Service or the Platform. We may enable you to download Output from the Platform; in such cases, you are permitted to use such Output outside of the Service or the Platform but always subject to these Terms. If you choose to make any of your information publicly available through the Service, the Platform or otherwise, you do so at your own risk. Each Client determines:
What User Content to collect;
How the Client will use the User Content;
Which Staff Users have access to the User Content;
How long the Client will store the User Content; and
On what basis the Client will delete the User Content.
Rights to your User Content
Except as expressly set forth herein, as between you and Walaw, you retain ownership and control over your User Content. Walaw does not claim ownership of such User Content and will process it solely as a processor or service provider.
Walaw will keep your User Content stored securely, as further described under Article 11 below. Walaw will only access your User Content if authorized to do so or at the request of you or your Staff Users, where needed to prevent or address technical problems affecting the Service or the Platform, in order to investigate or prevent fraud, or if required to do so by law, regulation or court order. Walaw may also periodically review de-identified User Content for subscription auditing purposes or to ensure compliance with these Terms. Walaw will not use, disclose, modify, archive, or destroy your User Content except as directed by you or as otherwise permitted under these Terms. As Walaw otherwise has no control over your User Content, Walaw will not be held responsible for incorrect, incomplete, lost or damaged User Content, except to the extent caused by Walaw's failure to meet its obligations under these Terms.
Necessary Rights
You may not provide Input for which you do not have all the rights necessary to permit Walaw to process such Input in connection with the Service or the Platform. You represent and warrant that the User Content, and our processing of the User Content, will not violate any rights of any person or entity, or cause injury to any person or entity.
Ownership
For the purposes of this Section, "you" and "your" include each Staff User. The contents of the Service and the Platform include, without limitation, all information, data, including Usage Data, products, materials, services, software applications and tools, design elements, text, images, lines of codes, photographs, illustrations, audio and video contents, artwork and graphics contained therein or otherwise made available to you in connection therewith, but excluding User Content (collectively, the “Content”) and, unless the context clearly requires otherwise, or we explicitly say so in writing, the terms “Service” and “Platform” include all of the Content.
The Service and Platform and all Content together with all patents, copyrights, trademarks, trade secrets, and other intellectual property or proprietary rights therein (collectively, "Intellectual Property Rights"), are the exclusive property of Walaw, and its successors, assigns, licensors, and/or suppliers. Unless you have agreed otherwise in writing with us, nothing in these Terms gives you a right to use any of the Content or any Intellectual Property Rights of Walaw. You may not assign or transfer any of the Content and you may not grant a license to use or access the Service or the Platform to any party.
No information or statement contained in these Terms or on the Platform shall be construed as granting, directly or indirectly, by implication, estoppel or otherwise, any license or right under any Intellectual Property Rights of Walaw or any third party. You must not alter, delete, or conceal any copyright or other notices contained on the Content you receive by email (including, without limitation, reports on the usage of the Service) or on the Platform, including notices on any of the Content that you are permitted to download, transmit, display, print, or reproduce from the Platform.
Any unauthorized or prohibited use of any Content, or any infringement of Walaw's Intellectual Property Rights, may subject you to civil liability, criminal prosecution, or both, under applicable federal, provincial, state and local laws. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Content in whole or in part, by any means, except as expressly authorized in writing by us.
You and any Visitor may not create a link to the Site or the Platform without our prior permission. We may, however, if requested, grant a limited, non-exclusive right to create a link to the Site or the Platform provided that such link is to the entry page of the Site or the Platform and does not portray us or any of our activities or services in a false, misleading, derogatory, or otherwise negative manner. The limited rights granted to you or any Visitor under these Terms may be revoked by us at any time for any reason whatsoever.
License to Use
Subject to these Terms and compliance with our policies, if any, we grant you and each Staff User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use and access to the Service and the Platform for its intended purpose.
Feedback and Suggestions
You (which, for the purposes of this Section, includes each Staff User) may voluntarily post, submit, or otherwise communicate to us any questions, comments, feedback, suggestions, ideas, original or creative materials, or other information about the Service or the Platform (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial, marketing or otherwise, without acknowledgement or compensation to you, including to develop, copy, publish, or improve the Service or the Platform, or to improve or develop new products, services, or technologies in Walaw’s sole discretion. Walaw will exclusively own any improvements to the Service or the Platform, or new inventions based on the Feedback. You understand that Walaw may treat any Feedback as nonconfidential.
Security
Safeguards
Walaw will establish and maintain administrative, physical and technical safeguards designed to protect the security and confidentiality of your User Content, protect against anticipated threats or hazards to its security or integrity, and protect against unauthorized access to or use of your User Content. These safeguards include, but are not limited to, security policies and training for Walaw's personnel, access controls, minimum security certifications and practices for its data centers, PCI-compliant payment processors, and encryption.
Security Breach
Walaw will notify you without undue delay if Walaw determines that the security of the Service or the Platform has been breached and this results in your User Content being accessed by or disclosed to an individual or entity who is not authorized to access or receive such information. Walaw will report to you on the corrective action being taken in response to such security breach and will reasonably cooperate with you in mitigating the effects of any lost or compromised User Content.
Your Responsibility
You and your Staff Users must notify Walaw immediately if you become aware of any unauthorized use of an Account, of any User Content, or any other known or suspected breach of security.
Data Retention Policy
During the Subscription Term
Walaw will not delete or destroy your User Content for as long as you maintain an active Subscription, unless required to do so by law or regulation, or upon a request from your Account Owner, in which case Walaw will delete or destroy such User Content to the extent permitted by law.
Data Export
Your Account Owner may request the export of your User Content at any time during your Subscription.
After Termination
When your Subscription expires or is terminated, your Account and the Accounts of your Staff Users are deactivated. This means your Account, the Accounts of your Staff Users and any User Content associated therewith, are no longer available for use and cannot be accessed directly by you or your Staff Users through the Platform. Your Account, the Accounts of your Staff Users, and their associated User Content will be retained for a period of time as determined by Walaw in its discretion (and as permitted by law) in the event you wish to reactivate your Account. We will store your User Content securely and isolate it from any further processing while your Account is deactivated.
Your Account Owner may contact us with questions about the User Content associated with your Account. Please note that, in order to maintain strict security of your User Content, we cannot take instructions from anyone other than the Account Owner identified in our records.
Termination and Cancellation
Term Duration
Your Subscription will commence on the date your payment of the Fees is processed by our payment processor (the “Effective Date”) and will automatically renew at the end of each Subscription term until (i) you or Walaw cancels it or (ii) your Subscription is otherwise terminated. You may cancel your Subscription at any time by submitting written notice to us before the expiration of the then-current Subscription term.
If you cancel your Subscription, the Service and the Platform will remain available until the expiration of the then-current Subscription term, and no Fees will be refunded for that Subscription term or for any unused portion of the Service or the Platform. You also authorize our payment processor to charge your payment method(s) for any Overage Fees at the expiration of the Subscription term.
Overdue Fees
If any Fees due from you are more than 30 days overdue, Walaw may, without limiting its other rights and remedies, suspend or terminate your access to the Service and the Platform until the overdue amounts are paid in full. Walaw will provide at least 7 days' prior notice that Fees are overdue before suspending or terminating your access. Walaw will not exercise this right if you are disputing the applicable Fees reasonably and in good faith and are cooperating diligently to resolve the dispute in a timely manner.
Termination by Walaw
Walaw may terminate or suspend access to the Service or the Platform, or suspend or deactivate your Account or your Staff Users’ Accounts, if you or your Staff Users breach any obligations under these Terms or otherwise use the Service or the Platform in a manner that breaches the law. Walaw may also terminate your Subscription if Walaw discontinues the Service. We will use our best efforts to notify you in advance of any suspension or termination and help you retrieve your User Content; however, there may be some cases where we need to suspend access immediately in order to prevent harm to Walaw or others.
Refunds
If you terminate your Subscription due to a breach by Walaw, or if Walaw discontinues the Service, Walaw will refund any pre-paid Fees for the remaining unused portion of your Subscription term. If Walaw terminates your Subscription due to a breach by you or your Staff Users, you will not be entitled to any refund and must pay any unpaid Fees for the remaining unused portion of your Subscription term. Termination does not relieve you of your obligation to pay Fees for any period prior to the effective date of termination.
Miscellaneous
Publicity
Walaw reserves the right to use your name, logo, and trademarks for promotional purposes, including but not limited to customer lists, displays on the Site, press releases, and marketing materials. You may also provide additional marketing materials or non-confidential information (such as testimonials or case studies) for Walaw to use in promotional activities, at your discretion. If you do not wish for Walaw to use your name or logo, or if you decide to opt out of such promotional use, you may submit a written request at any time. For any detailed case studies or testimonials, Walaw will seek your explicit written consent prior to publication.
Entire Agreement
These Terms alongside your Subscription Terms and if applicable, our DPA, constitute the entire agreement between you and Walaw relating to your Subscription. Your Subscription Terms shall be deemed to form an integral part of these Terms.
In case of any conflict between the language contained in these Terms and in your Subscription Terms, the language contained in your Subscription Terms shall prevail.
Modification of Terms
Walaw reserves the right to change, update or revise these Terms at any time. In such case, we will notify you by email (to the most recent email address you provided) and/or by posting a notice on our Site or our Platform. It is your responsibility to keep your email address up to date.
If the email address you provided is invalid or undeliverable, the notice will still be effective when sent.
If you do not agree to, or cannot comply with, the Terms as changed, updated or revised, your sole recourse is to cancel your Subscription and cease your use of the Platform and the Site. You will be deemed to have accepted the Terms as amended if you continue your Subscription or your use of the Platform and the Site after any amendments are made.
Force Majeure
Neither party shall be held liable for, nor deemed in breach or default of, the Terms due to any delay or failure to perform as stipulated, caused by circumstances beyond their reasonable control. This includes, but is not limited to, events such as acts of God, floods, fires, earthquakes, explosions, war, terrorism, invasions, riots, civil unrest, embargoes, blockades, national or regional emergencies, strikes, labor stoppages or slowdowns, industrial disturbances, changes in law, or actions taken by any governmental or public authority.
Waiver
You (which, for the purposes of this Section, includes each Staff User) agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms (or which we have the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.
Severability
If any provision of the Terms is held to be illegal, invalid or unenforceable, this will not affect any other provision of these Terms and the agreement between you and us will be deemed amended to the extent necessary to make it legal, valid, and enforceable.
Assignment
The Terms shall enure to the benefit of and shall be binding on and enforceable by and against the parties and, where the context so permits, their respective successors, heirs, executors, liquidators, or permitted assigns. You (which, for the purposes of this Section includes each Staff User) may not, directly or indirectly, assign, transfer or delegate these Terms, in whole or in part, nor any of your rights, benefits, duties or obligations under these Terms, except with the prior written consent of Walaw. You agree and acknowledge that Walaw may, directly or indirectly, assign, transfer or delegate these Terms, in whole or in part, or any of its rights, benefits, duties or obligations under these Terms, being understood that Walaw will, as a result of such assignment, transfer or delegation, be released from its obligations under these Terms. You hereby irrevocably and unconditionally consent to any such assignment, transfer or delegation by Walaw, without any right to a notification.
Obtaining Walaw Consent
To request our consent for any of the actions for which such consent is required under these Terms, please send us an email to legal@walaw.io. We reserve the right to refuse any such requests at our sole discretion.
Applicable Laws and Jurisdiction
THE LAWS OF THE PROVINCE OF QUÉBEC AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN SHALL GOVERN THESE TERMS IN ALL RESPECTS, WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES.
ANY CONTROVERSY, CLAIM OR DISPUTE ARISING FROM OR RELATING TO THESE TERMS, THE SUBSCRIPTION, TO THE SERVICE, THE USE OF THE PLATFORM OR THE USE OF THE SITE (A “CLAIM”) SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF MONTRÉAL, PROVINCE OF QUÉBEC.
Dispute Resolution
The parties agree that if any Claim arises, they shall promptly and in good faith attempt to resolve such dispute by negotiation. Either party may, by written notice to the other, refer the Claim to at least one representative with a supervisory role in the performance or management of these Terms (the “Representatives”) for resolution. The Representatives, together with their respective legal counsel, shall meet at a mutually acceptable time and place within ten (10) business days of the date of such request in writing, and thereafter as often as reasonably necessary, to attempt to resolve the dispute through negotiation.
If such Claim cannot be resolved amicably within sixty (60) business days of the date of a party’s request in writing for such negotiation, or such other time period as may be agreed, then either party may initiate formal legal proceedings before the Courts of Montréal, Province of Québec to resolve such Claim.
Class Action Waiver
You (which, for the purposes of this Section includes each Staff User) will not seek to have a Claim heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. Any proceeding to resolve any Claim, in any forum, will be conducted solely on an individual basis and not combined with another without the prior written consent of all parties, including Walaw, to all affected arbitrations or proceedings.
Contact Information
If you have any questions regarding these Terms, please send us an email to legal@walaw.io.