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 you and your Client Users (as defined below) and other related products or services  (collectively, the “Service”). Walaw has also developed an online platform accessible for our clients, whether such clients are individuals or entities (the “Clients”, or individually, a “Client”, “you” or “your”), 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 ("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 Platform or our website (the “Site”).

These Terms of Use must be read along with our privacy policy on the following link (our “Privacy Policy”, and collectively with the Terms of Use, the “Terms”) which describes how we collect, use, store, disclose and protect your 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 11(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.

 

By subscribing to the Service, accessing or using the Platform or the Site, or by clicking “I Agree” or similar electronic acceptance, you:

Walaw provides the Subscription and access to the Platform and related services (i) as described in an applicable purchase order form (a “Purchase Order Form”), (ii) as discussed between you and Walaw, or (iii) as described on our Site while you are completing your Subscription. By subscribing to the Service, you agree to the use and the access to the Service and the Platform by you, your Staff Users (as defined below) or your clients or patients (collectively, the “Client Users”) for lawful purposes and only as permitted by these Terms. We may suspend or terminate your Subscription and the access to the Platform if the use or the access to the Service or the Platform by you, your Staff Users or your Client Users breaches any of these Terms (for more details, please refer to Section 10 of these Terms).

You 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.

By Subscribing to our Service, you acknowledge and agree to the following:

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 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 or use of the Platform after modifications shall constitute your consent to such changes.

The Service is designed to handle routine interactions with your Client Users and administrative tasks of your organization. The Service is not designed to provide medical advice or handle medical emergencies. You, Staff Users or Client Users 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 Client Users to you. We do not take responsibility for any misinterpretation or mishandling of information by the Service. You, your Staff Users or your Client Users are advised to review and verify all important communications generated by the Service.

You agree that you, your Staff Users or your Client Users will not use or access the Service or the Platform to engage in unlawful activities, spam, abusive behavior, or to upload or promote objectionable material. You, your Staff Users or your Client Users may not disrupt the 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:

Violation of these prohibitions may result in the suspension or termination of your Subscription and the access to the Platform. For more details, please refer to Section 10 of these Terms.

 

 

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 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.

Your Subscription and your use of the Platform 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, your Staff Users’ or your Client Users’ use or access to the Service, the Platform or the Site, (ii) your, your Staff Users’ or your Client Users’ conduct while using or accessing the Service, the Platform or the Site or (iii) your, your Staff Users’ or your Client Users’ 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 occuring. 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 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. 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.

 

 

You agree that you and your Staff Users will provide accurate, current and complete information about you and your Staff Users during the registration process and to promptly update all information in your Accounts to ensure that your Accounts are accurate, current and complete. You may update or change your Accounts settings at any time.

 

By subscribing to the Service and using or accessing the Platform, you acknowledge and agree to the following:

 

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 detailed (i) in a Purchase Order Form, (ii) in discussions between you and Walaw, or (iii) as described on our Site while you are completing your Subscription. Fees (as described below) are non-refundable unless otherwise stated.

 

Fees exclude applicable local, provincial, and federal taxes, which will be added to your bill as required by law.

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 your Recurring Fees for each renewal of your Subscription, (ii) 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 (iii) any other amount owed to us, with no further action required by you. In the event that Walaw is unable to charge any amount owed to us to your payment method(s) as authorized by you when you subscribed to your Subscription, Walaw may, in its sole discretion, (i) suspend your use and access to the Service and the Platform until payment is received, or (ii) seek to update your payment method(s) information through third-party sources (i.e., your bank or a payment processor) to continue charging your payment method(s) as authorized by you. 

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.

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 Feels 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. 

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 dealings or correspondence with third parties and your 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.

You, Staff Users or Client Users may transmit, make available or otherwise provide data and information as input to the Service and the Platform ("Input"). When you, Staff Users or Client Users 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, (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) 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.

Except as expressly set forth herein, as between you and Walaw, you retain all rights in and to your User Content. Walaw does not claim ownership of such User Content and will process it solely as a processor or service provider. However, by subscribing to the Service or using the Platform, you grant Walaw a limited, non-exclusive, royalty-free license to process, store, and analyze your User Content solely to provide, develop, enhance or improve the Service and the Platform. Walaw further retains ownership of all AI models, algorithms, and the development, enhancement or improvement of its products or services, including the Service and the Platform, using User Content.

You may not provide Input for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that the User Content, and our use of the User Content, will not violate any rights of any person or entity, or cause injury to any person or entity.

You may request for us to delete your personal information as required under applicable law. Please see our Privacy Policy for more information. In addition, you may request to opt out of your User Content being used by us to develop, enhance or improve the Service and the Platform, by making a request at legal@walaw.io Your User Content will no longer be used to improve the Service or the Platform once the request has been processed by our team, but does not affect any uses of (or materials resulting from uses of) your User Content prior to that date.

The contents of the Service and the Platform include, without limitation, all information, data, including Usage Data, but excluding User Content, 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 (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 together with all trademarks and other intellectual property displayed, distributed, or otherwise made available via the Service or Platform, 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, our trademarks or other intellectual property of Walaw. You may not assign or transfer any of the Contents 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 patent, copyright, trademark, or any other intellectual property right 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 Contents that you are permitted to download, transmit, display, print, or reproduce from the Platform.

 

Any unauthorized or prohibited use of any Contents 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 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 under these Terms may be revoked by us at any time for any reason whatsoever.

Subject to these Terms and compliance with our policies, if any, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use and access to the Service and the Platform for its intended purpose.

You 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.

 

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.

Walaw may terminate or suspend the Subscription for breach of obligations contained in these Terms upon thirty (30) days’ written notice if you fail to comply with a material obligation and do not remedy such breach within that period. No Fees will be refunded in such case. 

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.

These Terms alongside your Purchase Order Form, if any, constitute the entire agreement between you and Walaw relating to your Subscription. The Purchase Order Form 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 Purchase Order Form, the language contained in your Purchase Order Form shall prevail.

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.

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.

You 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.

 

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.

 

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 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.

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.

 

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 CONTREVARSY, 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. 

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.

You 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.

 

If you have any questions regarding these Terms, please send us an email to legal@walaw.io.