Terms and conditions

TERMS & CONDITIONS

The following terms and conditions of use (the “Terms of Use”) contain the terms and conditions that apply to your use of and subscription to the Website and/or the Tedy Platform and/or the Services provided by Tedy Financial Technologies Inc. (“Tedy”). Your use of the Website (and any other features, content or applications offered through the Website) and the Tedy Platform and Services is, at all times, subject to these Terms of Use, as they may be amended by us in our sole discretion, and to all applicable laws and regulations. The benefits program applicable to you as a User is subject to additional terms and conditions specific to that product, according to the schedules established by the Client, as defined in the terms and conditions specific to your program.

We recommend that you read these Terms of Use carefully.

By accessing the Tedy Website and/or Platform, you agree to the Terms of Use, which include the Privacy Policy and the specific terms of your program, on your own behalf as a User and/or, if applicable, on behalf of the organization you represent (the “Client”). If you are accessing the Tedy Website or Platform on behalf of your organization, you represent and warrant that you have the authority to accept the Terms of Use on behalf of the organization.

Definitions and Interpretationsome text
1. When used in these Terms of Use, the following words and terms shall have the meanings set forth below:some text
  1. “Associated Services” means support services or other services relating to the Tedy Platform provided by Tedy to the Client in connection with the management of the Program;
  2. “Client Data” means any content, which may include Users' personal information, that Client or Users submit or transfer to Tedy in connection with their use of the Tedy Platform or the Services, including personalized questions written by Users, survey responses and documents submitted via the Website and/or the Tedy Platform;
  3. “Client Personal Information” means any personal information contained in the Client Data or otherwise submitted or transferred by the Client or the User to Tedy in connection with the Tedy Platform and/or the Services;
  4. “Effective Date” means (i) for a User, the first date on which a User has accessed the Website or the Tedy Platform; or (ii) for a Client, the date on which the Client has accepted the Terms of Use, as the case may be;
  5. “Parties” means (i) Tedy and the Client; or (ii) Tedy and a User, as the case may be;
  6. “Personal Information” has the meaning set forth in privacy laws, whether such terms are defined as “personal information”, “personal data” or similar terms;
  7. “Privacy Laws” means all applicable data protection and privacy laws, regulations and guidelines governing the protection of personal information;
  8. “Privacy Policy” means the Tedy Privacy Policy available at https://www.tedy.app/privacy
  9. “Program” means the benefits program that the Client wishes to offer its Users via the Tedy Platform, as detailed by the Client;
  10. “Service Fees” means the consideration paid by the Client at the beginning of the Tedy Platform Subscription Period;
  11. “Subscription Period” has the meaning attributed to it in section 3.1;
  12. “Taxes” means any taxes, levies, duties or similar governmental assessments, including capital gains, sales, use or withholding taxes payable by any local, provincial or federal jurisdiction;
  13. “Tedy Platform” means the platform marketed by Tedy under the name “Tedy” and to which the Client or Users have access;
  14. “Telemetric Data” means data relating to the manner in which Users access and use the Website, the Services and the Tedy Platform collected by Tedy for the purpose of improving the security and functionality of the Website, the Tedy Platform and the Services;
  15. “User” means, as the case may be, any user of the Website or any natural person to whom the Client provides access to the Tedy Platform including any employee or consultant; and
  16. “Website” means the public website available at https://www.tedy.app/;

The term “including” is not restrictive and means “including, without limitation”.

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ACCESS AND USE OF THE TEDY WEBSITE AND TEDY PLATFORM

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Tedy Website And Platform

Users may only access and use the Website and the Tedy Platform in accordance with these Terms of Use. Tedy reserves the right, at any time and without notice, to update, modify or replace any part of these Terms of Use or to modify the content, features and functions of the Tedy Platform by posting updates and/or modifications on the Website and on the Tedy Platform. It is the User's responsibility to periodically check these pages for changes. If you have created an account on the Tedy Platform, we will notify you by e-mail if these Terms of Use are modified. Your continued use of or access to the Website and/or Tedy Platform following the posting of changes constitutes your acceptance of those changes. In the event that a modification results in an overall material decrease in the purpose of the Tedy Platform, prior notice will be sent to all Clients by Tedy. Any Client materially affected in its use of the Tedy Platform may terminate its subscription in accordance with Section 9.2(ii).

Services

During the Subscription Period and until termination of the subscription, Tedy grants the Client and its Users the right to access and use the Tedy Platform, as well as all associated Services, in accordance with the Terms of Use and according to the specific terms of the Program (the “Services”). Tedy undertakes to offer the Services in accordance with the description thereof on its Website and in the associated documentation

Clients and Users acknowledge that the Services may be temporarily interrupted, suspended or limited by Tedy, at its sole discretion, including for maintenance of the Tedy Platform.

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Any maintenance and updates to operating systems, Internet browsers, anti-virus software or other software used to access and use the Services must be updated by the Client in a timely manner. The Client and the User acknowledge that it is possible that the Services may not function optimally if maintenance and/or updates are not carried out.

Prohibited Use

It is prohibited to use the Tedy Website or Platform for any unauthorized use or for any illegal or unlawful purpose. In the event of unauthorized use, for illegal purposes or in violation of these Terms of Use, Tedy may immediately and automatically terminate the Client's and/or Users' right to use and access the Website or the Tedy Platform, in addition to being able to pursue any other available remedies against them. Tedy may remove any unauthorized content, links, etc. without notice. Unauthorized, illegal or unlawful use of the Website or Tedy Platform includes, but is not limited to, the following:

Copy, modify, display, perform, distribute, republish or retransmit any content or materials (including, by way of example, images or text), in whole or in part, on the Website or the Tedy Platform without the express written permission of Tedy;
Reproduce, duplicate, copy, sell, decrypt, alter, modify, adapt, resell, create derivative works from or exploit any part of the Website and/or the Tedy Platform, including the Services, without the express written permission of Tedy, it being understood that Users may not at any time access the Website or Tedy Platform for the purpose of creating a platform and/or website (i) competing with Tedy's activities and/or (ii) adopting the features, functions, visuals and ideas of the Website or Tedy Platform;
Submit false or misleading information;
Collect Usernames and/or User e-mail addresses for the purpose of sending unsolicited e-mail;
Criminal or tortious activity, including fraud, spamming, spimming (instant message spam), sending viruses, bugs, malware or other harmful files, copyright infringement, patent infringement or theft of trade secrets;
The covering or obscuring of advertising banners on the website;
Any automated use of any system, such as the use of scripts to modify content;
Interfering with, disrupting or overloading the Website or the Tedy Platform or the networks, systems or services connected to the Website or the Tedy Platform;
Attempting to obtain unauthorized access to, or disrupting the integrity or performance of, the Website or the Tedy Platform;
Using an automated system or software to extract data from the Website and/or the Tedy Platform for commercial purposes (including “screen scraping”);
Use another User's account, username or password or disclose your password, if any, to any third party or allow any third party to access your account;
Impersonate any User or Client;
Attempt to reveal the identity of a User;
Use the Website, Tedy Platform or Client Data for purposes of harassment, threat, defamation, abuse, obscenity or invasion of privacy; or
Use the Website or Tedy Platform in a manner inconsistent with the Terms of Use, or any applicable law or regulation.

In order to ensure safe and productive use of the Tedy Platform, the Client shall ensure that Users do not engage in conduct that is inappropriate or prohibited under this section. The Client and Users understand that by using the Services, they may be exposed to Client Data submitted by Users in violation of this paragraph, and that Tedy shall in no event be liable for such Client Data.

Tedy has the right, at its sole discretion, to delete Client Data that violates the Terms of Use, and to disclose the identity of any User to the Client or the appropriate authorities, to the extent required by law, if such User transmits Client Data in violation of this paragraph. It is the Client's responsibility to monitor and control all activities carried out by Users on the Tedy Platform. Tedy is not required to verify the manner in which Users use the Tedy Platform. TEDY ASSUMES NO RESPONSIBILITY FOR ANY UNACCEPTABLE CONDUCT BY USERS OR FOR ANY CONTENT SUBMITTED BY USERS ON THE TEDY PLATFORM.

Security

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Any unauthorized access and use by the Client must be reported to Tedy as soon as possible. Client and Users are responsible for taking all reasonable steps and actions to protect their account and access to the Tedy Platform. These measures and actions include, but are not limited to, protecting their password and login information. Any activity that occurs on a Client's account is the responsibility of the Client, whether or not such activity has been previously authorized by the Client. Notwithstanding the foregoing, it is understood that Tedy is responsible for its own use of the Tedy Platform and for any activity that is not carried out in accordance with the Client's instructions.

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Compensation By The Client

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The Client or the User agrees to indemnify, defend, and exempt Tedy and its affiliates, partners, directors, officers, shareholders, agents, contractors, licensors, service providers, subcontractors, suppliers, employees, successors, and assigns from any legal, administrative or arbitration action, suit, claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (i) their use of the Services in violation of these Terms of Use and/or misuse, inappropriate use or failure to use the Website, Services or Tedy Platform, (ii) the materials they incorporate by reference, or their violation of any law or the rights of any third party (including, without limitation, any breach of their representations and warranties set forth herein), (iii) the content or nature of the Client Data, including as a result of prohibited use, and (iv) breach of any warranty, covenant or other obligation set forth herein.

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In the event of any claim, suit or similar proceeding, the Client or User will receive timely written notice from Tedy. The Client or User may then assume the defense of such claim, suit or proceeding and Tedy will cooperate with any reasonable request by the Client or User to settle such matter. In the event that any settlement agreement (a) results in any liability or admission of liability on the part of Tedy, (b) does not include a full release of liability for Tedy, or (c) includes terms other than a full release of liability for Tedy and the payment of money, the Client or User may not accept such offer without the prior written consent of Tedy. Tedy will not unreasonably refuse any settlement offer.

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Legal Compliance

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In providing or using the Services, the Parties shall comply with all applicable laws, including Privacy Laws and applicable labor, anti-corruption and anti-money laundering laws. The Client is also required to obtain any consent required by applicable laws from its Users or to have a legitimate interest in permitting the Client to use the Services and in permitting Tedy to provide the Services in accordance with these terms and the specific terms of the Program.

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The Client shall take reasonable steps to ensure that its Users comply with all applicable laws, including Privacy Laws, when using or accessing the Services, and that such Users are governed by and comply with these terms and conditions and the Program-specific terms and conditions, as applicable.

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USER FEES AND BILLING

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Subscription Period

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Upon registration to the Tedy Platform, the Client will have the choice between a monthly or annual subscription period (the “Subscription Period”). The Client must pay the Service Fees in order to have access to the Platform. The Subscription Period will begin on the date indicated on the receipt sent by Tedy following payment of the Service Fees. The Client's subscription will be automatically renewed on the first day following the expiration of the current Subscription Period for the same duration as the then current Subscription Period. Notwithstanding the foregoing, the Client will always be able to cancel his subscription in accordance with article 9.2 (i). A renewal notice will be sent at least 30 days before the end of the current subscription in the case of an annual subscription. The Client is responsible for cancelling its subscription in accordance with article 9.2 (i) if it does not wish to renew its subscription. The Service Fees applicable to such renewal will be Tedy's standard Service Fees then in effect.

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Except as otherwise provided in these Terms of Use, Service Fees are non-refundable.

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Free Trial

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Tedy may offer the Client a free trial of the Services for a period of fourteen (14) days. At the end of the free trial, the Client may subscribe to a Subscription Period for the appropriate Services Fee. No Services Fee will be charged to the Client if the Client does not subscribe to the Services for a Subscription Period.

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Service Fees

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The Service Fees can be viewed at https://www.tedy.app/pricing. Unless otherwise specified, the Service Fees does not include applicable Taxes and Client is responsible for payment of Taxes. To the extent that Tedy is required to collect Taxes, Tedy will invoice Client for such Taxes and Client will pay the Taxes upon receipt of the invoice.

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In addition to the Service Fees, Tedy reserves the right to claim from the Client any amount paid to one of its Users in excess, in error or based on false claim.

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Handling Of User Requests

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As part of the Services, the Client's Users may submit to Tedy their claim for reimbursement of an allowance (the “Expense”) on the Tedy Platform. Tedy will validate whether the Expense complies with the Program, and reimbursement of the Expense will be made in Canadian currency by EFT within 3 to 10 days, as applicable.

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In the event that the Expense was incurred in a foreign currency, Tedy will reimburse the Expense once approved and at a reasonable conversion rate.

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Payment Processor

All payments made in connection with the use of the Services are processed on an external server. The processing of Service Fees to Tedy and the payment of Expenses is managed by a payment processor whose identity will be disclosed to the Client at the time of subscription to a Subscription Period or its renewal. When paying the Service Fees, the Client will be redirected to the payment processor's website or platform. The amount of the selected subscription will be indicated, and by agreeing to pay using the chosen payment method, the Client accepts the amount of the Service Fees and authorizes the payment processor or Tedy to debit the amount. The Client must pay the full amount of the selected subscription in one installment. It is understood that Tedy will have no responsibility for the use of the payment processor and that the Client must agree to each and every term, condition and policy that the payment processor requires acceptance of in order to complete a transaction.

At the time of payment of the Service Fees or Expense, the Client or User, as the case may be, shall ensure that all payment information is accurate and truthful. In the event of incorrect information being provided, Tedy will not assume any liability. When getting charged for the payment of Expenses, the Client must ensure that sufficient funds are available. If not, an NSF fee of $50 will be charged to the Client.

Tedy will collect and store Client and User payment information in accordance with its Privacy Policy, but will not be responsible for any policies or terms of use relating to the payment processor.

Tedy will issue an invoice each time the Client makes a payment. Tedy hereby reserves the right to correct any errors or mistakes made in connection with the amount billed for the Services, even if an amount has already been billed for such Services. To the extent that an amount has already been invoiced, Tedy will contact the Client to advise of the error or mistake and the corrections to be made.

CLIENT'S RESPONSIBILITY

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Responsible Use

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The Client is responsible for structuring the expense portfolio, defining the amounts and their recurrence within the framework of its Program. The User is responsible for submitting genuine invoices and for not submitting an invoice twice or previously claimed with another benefit provider.

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The Program

The Client is responsible for fulfilling its obligations as an employer to its Users, for creating and managing the Program, including the fiscal and financial aspects relating to the taxable benefits for it or its Users and the deduction of the necessary tax amounts.

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CONFIDENTIALITY PROTECTION

By accepting these Terms of Use and each time you use the Services, you consent to our Privacy Policy as it then reads and as it may be amended from time to time, without Tedy having to notify you in advance and without Tedy incurring any liability to you or any third party. To learn more about our collection, use, protection and disclosure of personal information, we invite you to consult our https://www.tedy.app/privacy.

Client Data

The Client and the User declare and guarantee that they have obtained all necessary rights and all necessary consents, where applicable, relating to the transfer of the Client Data under the Terms of Use, and that the Client Data does not infringe the intellectual property rights of third parties or the laws applicable to the Client in terms of employment law. The Client and the User grant Tedy a perpetual, irrevocable, royalty-free right to access, use, process, copy, distribute, analyze, export and display the Client Data, only to the extent permitted by law and as reasonably necessary to a) provide, maintain and improve the Services; b) prevent or resolve technical, service, security or support problems; c) to create anonymized data from Client Data; or d) to create anonymous and aggregated data not linked to a specific Client, which do not constitute Client Data and which are the property of Tedy, including for benchmarking and marketing purposes, in accordance with the Privacy Policy or any other express written authorization from the Client or any other legal requirement. This right is maintained with respect to anonymous data and residual backup copies of Client Data made in the normal course of business, even after termination of the Terms of Use and Program-specific conditions, insofar as they are applicable.

Client Data Protection

Tedy shall store and process Client Data in accordance with industry security standards and the Privacy Policy. Tedy has implemented physical, technical and organizational security measures, including systems, policies and procedures, and other measures detailed in the Privacy Policy to ensure the security, integrity and confidentiality of Client Data and to reduce the risk of unauthorized use of or access to Client Data. However, the Client acknowledges and agrees that hosting data online involves risks of disclosure, loss or unauthorized exposure, and assumes these risks when using and accessing the Tedy Website or Platform, except in the case of Tedy's intentional or gross fault. Upon the Client's request, Tedy will provide any information regarding the security measures it employs to comply with its obligations to protect Client Data under Privacy Laws.

Disclosure Of A Confidentiality Incident

Tedy will notify the Client without delay in the event of a confidentiality incident involving Confidential Information. Upon request, it will provide all information required to enable the Client to assess the risk of serious harm to Client Personal Information. Tedy undertakes to cooperate fully with the Client if the incident needs to be reported to a governmental or regulatory authority and to the persons concerned under the Privacy Laws.

Disclosure Of Client Data

Except with the prior written consent of the Client, Tedy will not grant any third-party access to Client Data, except to Tedy's third party service providers in connection with the provision, performance or enhancement of the Services. Prior to sharing Client Data with any of its third-party service providers, Tedy will ensure that it enters into a written agreement which provides, among other things, that such third party maintains practices to preserve the confidentiality and security of Client Data and prevent unauthorized access, providing a level of protection equivalent to or greater than that afforded by these Terms of Use.

Destruction Or Anonymization Of Client Data

At the end of any Subscription Period (including renewals) to the Tedy Platform or in the event of termination of the Terms of Use, Tedy may at its option securely destroy or anonymize all Confidential Information in its possession or in the possession of any third party to whom it has transferred such information, subject to any retention periods set forth in applicable law.

Telemetric Data

To the extent permitted by law, Telemetric Data and anonymous or aggregated data derived from such Telemetric Data do not constitute Client Data and are the property of Tedy.

Privacy Policy

By using the Services and/or accessing the Website, downloading content from the Website or using the Website's chatbot, the Client and/or User may transfer to Tedy, and Tedy may collect, access or process, Personal Information, including, where applicable, Client Data containing Personal Information. Tedy will collect, access or process any Personal Information in accordance with the Privacy Policy.

Confidentiality

The Party (the “Receiving Party”) which receives from the other Party (the “Disclosing Party”) confidential information belonging to the latter or otherwise obtains non-public, confidential or sensitive information, including Client Data, (the “Confidential Information”) from the latter undertakes to treat the Confidential Information with respect for its confidential nature and as the property of the Disclosing Party, and to exercise a degree of care equal to that exercised in respect of its own information of the same nature and, in any event, never less than reasonable standards of care, in order to prevent any disclosure of the Confidential Information. The Receiving Party may only communicate, transmit, transfer or provide access to Confidential Information of the Disclosing Party for the purpose of exercising its rights and fulfilling its responsibilities under the Terms of Use.

Confidential Information excludes any information which is (i) now or may hereafter, without any act or failure to act on the part of the Receiving Party, become common knowledge or public knowledge other than as a result of a breach of these Terms of Use; (ii) known to the Receiving Party at the time of disclosure, provided that the Receiving Party can conclusively establish by written evidence prior to the disclosure that it was already aware of the information and that this is not the result of a breach by a third party of a duty of confidentiality; (iii) may subsequently be communicated in good faith to the Receiving Party by a third party without any breach, direct or indirect, by the latter of a duty of confidentiality towards the Disclosing Party; or (iv) is the subject of written authorization for use or communication on the part of the Disclosing Party.

The Receiving Party shall not, directly or indirectly, disclose, copy, distribute, republish or permit any third party to have access to the Confidential Information, except that Tedy may disclose Confidential Information to its third party service providers in connection with the performance or enhancement of the Services, in which case Tedy will ensure that the third party maintains reasonable practices to preserve the confidentiality and security of the Confidential Information and prevent unauthorized access.

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The Receiving Party, if required by law to disclose some or all of the Confidential Information or if requested to do so, shall, to the extent permitted by law, (i) immediately notify the Disclosing Party of the existence, terms and circumstances of the request or obligation; (ii) seek advice from the Disclosing Party on the appropriateness of exercising legal remedies to contest or limit the claim or to legally avoid the obligation; and, (iii) at the request and expense of the Disclosing Party, take all necessary steps to obtain a protective order or to exercise any other appropriate legal remedy.

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WARRANTIES

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Tedy represents and warrants that: (i) the Tedy Platform does not infringe the intellectual property rights of third parties or constitute misuse or misappropriation of trade secrets; (ii) subject to proper use by the Client, the Client's use of the Tedy Platform does not infringe the intellectual property rights of third parties; and (iii) it has the right to grant access to and use of the Tedy Platform to the Client.

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THE CLIENT AND THE USERS USE THE WEBSITE AND THE TEDY PLATFORM AT THEIR OWN RISK. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THESE TERMS OF USE, THE TEDY WEBSITE AND PLATFORM, INCLUDING ALL INFORMATION AND CONTENT, ARE PROVIDED TO THE CLIENT AND USERS “AS IS” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, TEDY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OF THE WEBSITE, THE TEDY PLATFORM, THEIR CONTENT AND THE SERVICES LISTED OR PURCHASED THROUGH THE WEBSITE. TEDY DOES NOT WARRANT THAT THE SERVICES OR ANY MATERIAL OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE, THE TEDY PLATFORM OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY LAW, TEDY SHALL NOT BE LIABLE FOR THE USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE CONTENT CONTAINED THEREIN AND POTENTIAL ERRORS, INCLUDING BUT NOT LIMITED TO EXPENSE APPROVALS. THE CLIENT IS SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, RELIABILITY, COMPLETENESS AND USEFULNESS OF CLIENT DATA, FOR IMPLEMENTING ITS PROGRAM, FOR ITS OBLIGATIONS AS AN EMPLOYER, FOR THE TAX TREATMENT OF THE PROGRAM AND ANY INFORMATION OBTAINED THROUGH THE USE OF THE WEBSITE OR THE PRODUCTS, AND FOR MAKING AND IMPLEMENTING DECISIONS BASED ON SUCH INFORMATION, AND FOR DEALING WITH ANY CONSEQUENCES THEREOF. TEDY ASSUMES NO RESPONSIBILITY FOR ANY TAX OR FINANCIAL CONSEQUENCES INCURRED BY THE CLIENT OR USER THROUGH THE WEBSITE OR SERVICES.

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LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES

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Limits

Except in the case of fraud, bodily injury, death, or intentional or gross fault on the part of Tedy, or compensation for infringement of intellectual property referred to in Section 8, Tedy's aggregate and cumulative liability for proven direct damages arising out of or in connection with the provision of the Services shall in no event exceed the total amount paid and payable, if any, by the Client hereunder during the 12 months preceding the last event giving rise to liability, or one hundred dollars in the case of a User. The existence of more than one claim does not enlarge or extend this limit. The Parties understand that the essential purpose of this section is to allocate risk between the Parties under this agreement and to limit potential liability in light of Service Fees, which would have been substantially higher if Tedy were to assume any liability other than that set forth herein. Tedy has relied on these limitations in determining whether to grant the rights to access and use the Services.

Exclusion

In no event shall either Party be liable to the other Party for any loss of profits, revenues, goodwill, business or data, or for any consequential, indirect, special, incidental or punitive damages arising out of or in connection with the Terms of Use, however caused, whether in contract, tort or any other theory of liability, and whether or not the Party has been advised of the possibility of such damages, except in the event of the Party's willful intentional or gross fault. The foregoing exclusions shall not apply to the extent that they are prohibited by applicable law.

Third-Party Liability

Tedy shall not be liable for the acts or omissions of third-party suppliers, including but not limited to Telus Health, payment processors or any other service provider.

4. Third-Party Service Provider Limitations

For services provided by third-party payment processors including ZumRails, liability may be subject to separate limitations as set forth in their respective terms of service. Tedy's liability for third-party payment processing services shall not exceed the fees paid for such services in the preceding 12 months.

INTELLECTUAL PROPERTY

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The entire content of the Website and the Tedy Platform (including, without limitation, text, graphics, icons, images, clips and software) (the “Tedy Content”) is protected by copyright, trademark and other laws. This Tedy Content is intended solely for personal, non-commercial use by Users of the Website and the Tedy Platform. No right, title or interest in any downloaded material or software is transferred to the Client and Users as a result of any use. The Client and Users may not reproduce (except as set forth above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in the sale of, or in any way exploit, in whole or in part, the Tedy Content, the Website, the Tedy Platform or any related software. The names, logos, slogans, icons and trademarks on the Website and the Tedy Platform are the exclusive property of Tedy, all rights reserved. Unless otherwise indicated, all other intellectual property appearing on the Website and the Tedy Platform is the property of its respective owner. Tedy reserves all rights to the Website, its content, services and products.

Tedy reserves the right to use in any way whatsoever any comments or suggestions sent or shared by the Client or Users. The Client and Users grant Tedy an unlimited, worldwide, irrevocable, perpetual, sub-licensable, transferable, fully paid-up, royalty-free right to use such comments or suggestions in any way without any obligation or compensation to the Client, Users or any other third party. Tedy shall be free to reuse all general knowledge, experience, know-how, works and technologies, including ideas, concepts, processes and techniques, related to or acquired during the provision of the Services. Furthermore, with the exception of the Client's confidential information, Tedy shall be free to reuse all general knowledge, experience, know-how, works and technologies, including ideas, concepts, processes and techniques, related to or acquired during the provision of the Services.

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DURATION AND TERMINATION

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Duration

The Terms of Use take effect from the Effective Date and (i) for the Client, until the end of any Subscription Period (including renewals) to the Tedy Platform or until the termination of the Subscription Period; or (ii) for a User, for as long as he/she accesses the Website or the Tedy Platform.

Termination Of Contract

The Terms of Use may be terminated: (i) by the Client at any time if it terminates the Services via its account on the Tedy Platform, upon 30 days prior written notice; (ii) by the Parties at any time if the other Party materially breaches any of its obligations under the Terms of Use (it being understood that the Terms of Use will be terminated 30 days after written notice by one Party to the other Party of such breach and that a breach of Article 2.3 by Client shall automatically be deemed a material breach of the Terms of Use); or (iii) by Tedy at its sole discretion, with at least 30 days prior written notice for monthly renewal, or with at least 90 days prior written notice for annual renewal.

No Refund

Regardless of the cause of termination, no refund of the Service Fees will be made by Tedy. Notwithstanding the foregoing, a refund equivalent to the Service Fees for the remaining term of the subscription terminated in accordance with 12.2(ii) or 12.2(iii) will be made by Tedy. THE CLIENT EXPRESSLY WAIVES THE APPLICATION OF ARTICLES 2125 TO 2129 OF THE QUEBEC CIVIL CODE.

Survivability

All rights and obligations of the Parties hereto which by their nature are reasonably intended to survive the termination or expiration of the Terms of Use shall survive the termination or expiration of the Terms of Use.

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COMPLETENESS

The provisions of the Terms of Use constitute the entire agreement between Tedy, its successors, assignees and related persons, and the Client, Users and their heirs, executors, administrators, successors, permitted assignees, and personal representatives. If any provision of the Terms of Use is found to be unenforceable or invalid, such provision shall be limited to the minimum extent necessary or eliminated so that the Terms of Use shall remain in full force and effect and enforceable. Any ambiguity regarding the interpretation of the Terms of Use shall not be construed against Tedy. Client and Users may not assign the Terms of Use or any rights or obligations hereunder without the express written consent of Tedy. Tedy may assign the Terms of Use and the rights and obligations thereunder without notice. Any failure by Tedy to exercise or enforce any right or provision of the Terms of Use shall not be deemed or construed as a waiver of such right or provision.

SUPERIOR FORCE

Unless expressly provided otherwise in the Terms of Use, Tedy shall not be liable for any failure or delay in performing its obligations due to an unforeseeable and irresistible event, including external causes with the same characteristics, which may include denial of service attacks, failure of a third-party host or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism and governmental actions.

NOTICE

Tedy may send notices by e-mail in accordance with these Terms of Use to persons designated by the Client. Any notices required to be given to Tedy pursuant to these Terms of Use shall be sent to bonjour@tedy.app. Notices will be deemed to have been received twenty-four (24) hours after they are sent.

APPLICABLE LAW AND SETTLEMENT OF DISPUTES

The Terms of Use shall in all respects be governed by and construed in accordance with the laws of the Province of Quebec, Canada, and the laws of Canada applicable therein. The Parties agree that any dispute relating in any way to these Terms of Use shall be brought before the courts of the judicial district of Montreal in the province of Quebec, Canada, and waive any objection to the practicality or convenience of such courts.

ADVERTISING

The Client grants Tedy the right to use the Client's name and logo as a point of reference for marketing and promotional purposes. If the Client wishes to limit this right, it must notify Tedy. The Client reserves all rights, title and interest in and to its name and logo.

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CONTACT INFORMATION

If you have any questions about the Terms of Use, please contact us at bonjour@tedy.app.

EXPORT OF TECHNOLOGY

The Client shall not export or otherwise send any software provided by Tedy outside of Canada or the United States, except in accordance with applicable Canadian and U.S. laws and regulations. Without limiting the generality of the foregoing, Client shall not permit any third party to use or access the Tedy Website or Platform from or export such software to any country embargoed by Canada or the United States.

‍ACCESS AND USE OF THE TEDY WEBSITE AND TEDY PLATFORM

Tedy Website And Platform

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Services

Clients and Users acknowledge that the Services may be temporarily interrupted, suspended or limited by Tedy, at its sole discretion, including for maintenance of the Tedy Platform.

Prohibited Use

Copy, modify, display, perform, distribute, republish or retransmit any content or materials (including, by way of example, images or text), in whole or in part, on the Website or the Tedy Platform without the express written permission of Tedy;
Reproduce, duplicate, copy, sell, decrypt, alter, modify, adapt, resell, create derivative works from or exploit any part of the Website and/or the Tedy Platform, including the Services, without the express written permission of Tedy, it being understood that Users may not at any time access the Website or Tedy Platform for the purpose of creating a platform and/or website (i) competing with Tedy's activities and/or (ii) adopting the features, functions, visuals and ideas of the Website or Tedy Platform;
Submit false or misleading information;
Collect User names and/or User e-mail addresses for the purpose of sending unsolicited e-mail;
Criminal or tortious activity, including fraud, spamming, spimming (instant message spam), sending viruses, bugs, malware or other harmful files, copyright infringement, patent infringement or theft of trade secrets;
The covering or obscuring of advertising banners on the website;
Any automated use of any system, such as the use of scripts to modify content;
Interfering with, disrupting or overloading the Website or the Tedy Platform or the networks, systems or services connected to the Website or the Tedy Platform;
Attempting to obtain unauthorized access to, or disrupting the integrity or performance of, the Website or the Tedy Platform;
Using an automated system or software to extract data from the Website and/or the Tedy Platform for commercial purposes (including “screen scraping”);
Use another User's account, username or password or disclose your password, if any, to any third party or allow any third party to access your account;
Impersonate any User or Customer;
Attempt to reveal the identity of a User;
Use the Website, Tedy Platform or Customer Data for purposes of harassment, threat, defamation, abuse, obscenity or invasion of privacy; or
Use the Website or Tedy Platform in a manner inconsistent with the Terms of Use, or any applicable law or regulation.

Security

Indemnification By The Client

The Client or the User agrees to indemnify, defend and hold harmless Tedy and its affiliates, partners, directors, officers, shareholders, agents, contractors, licensors, service providers, subcontractors, suppliers, employees, successors and assigns from any legal, administrative or arbitration action, suit, claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (i) their use of the Services in violation of these Terms of Use and/or misuse, inappropriate use or failure to use the Website, Services or Tedy Platform, (ii) the materials they incorporate by reference, or their violation of any law or the rights of any third party (including, without limitation, any breach of their representations and warranties set forth herein), (iii) the content or nature of the Client Data, including as a result of prohibited use, and (iv) breach of any warranty, covenant or other obligation set forth herein.

Legal Compliance

In providing or using the Services, the Parties shall comply with all applicable laws, including privacy laws and applicable labor, anti-corruption and anti-money laundering laws. The Client is also required to obtain any consent required by applicable laws from its Users or to have a legitimate interest in permitting the Client to use the Services and in permitting Tedy to provide the Services in accordance with these terms and the specific terms of the Program.

USER FEES AND BILLING

Subscription Period

Except as otherwise provided in these Terms of Use, Service Fees are non-refundable.

Free Trial

Service Fees

The Service Fees can be viewed at https://www.tedy.app/fr/pricing. Unless otherwise specified, the Service Fees does not include applicable Taxes and Client is responsible for payment of Taxes. To the extent that Tedy is required to collect Taxes, Tedy will invoice Client for such Taxes and Client will pay the Taxes upon receipt of the invoice.

In addition to the Service Fees, Tedy reserves the right to claim from the Client any amount paid to one of its Users in excess, in error or based on false claim.

Processing user claims

In the event that the Expense was incurred in a foreign currency, Tedy will reimburse the Expense once approved and at a reasonable conversion rate.

Payment Processor

Tedy will collect and store Client and User payment information in accordance with its Privacy Policy, but will not be responsible for any policies or terms of use relating to the payment processor.

‍CLIENT'S RESPONSIBILITY

Responsible Use

The Program

The Client is responsible for fulfilling its obligations as an employer to its Users, creating and managing the Program, including tax and financial aspects related to taxable benefits for itself or its Users, and withholding the necessary tax amounts.

‍CONFIDENTIALITY PROTECTION

Client Data

Client Data Protection

Tedy shall store and process Client Data in accordance with industry security standards and the Privacy Policy. Tedy has implemented physical, technical and organizational security measures, including systems, policies and procedures, and other measures detailed in the Privacy Policy to ensure the security, integrity and confidentiality of Customer Data and to reduce the risk of unauthorized use of or access to Client Data. However, the Client acknowledges and agrees that hosting data online involves risks of disclosure, loss or unauthorized exposure, and assumes these risks when using and accessing the Tedy Website or Platform, except in the case of Tedy's gross negligence or willful misconduct. Upon the Client's request, Tedy will provide any information regarding the security measures it employs to comply with its obligations to protect Client Data under Privacy Laws.

Disclosure Of A Confidentiality Incident

Tedy will notify the Client without delay in the event of a confidentiality incident involving Confidential Information. Upon request, it will provide all information required to enable the Client to assess the risk of serious harm to Personal Information. Tedy undertakes to cooperate fully with the Client if the incident needs to be reported to a governmental or regulatory authority and to the persons concerned under the Privacy Laws.

Disclosure Of Client Data

Destruction Or Anonymization Of Client Data

Telemetric Data

To the extent permitted by law, Telemetric Data and anonymous or aggregated data derived from such Telemetric Data do not constitute Client Data and are the property of Tedy.

Privacy Policy

Confidentiality

‍WARRANTIES

LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES

Limits

Except in the case of fraud, bodily injury, death or intentional or gross negligence on the part of Tedy or compensation for infringement of intellectual property referred to in Section 8, Tedy's aggregate and cumulative liability for proven direct damages arising out of or in connection with the provision of the Services shall in no event exceed the total amount paid and payable, if any, by the Client hereunder during the 12 months preceding the last event giving rise to liability, or one hundred dollars in the case of a User. The existence of more than one claim does not enlarge or extend this limit. The Parties understand that the essential purpose of this section is to allocate risk between the Parties under this Agreement and to limit potential liability in light of Service Fees, which would have been substantially higher if Tedy were to assume any liability other than that set forth herein. Tedy has relied on these limitations in determining whether to grant the rights to access and use the Services.

Exclusion

In no event shall either Party be liable to the other Party for any loss of profits, revenues, goodwill, business or data, or for any consequential, indirect, special, incidental or punitive damages arising out of or in connection with the Terms of Use, however caused, whether in contract, tort or any other theory of liability, and whether or not the Party has been advised of the possibility of such damages, except in the event of the Party's willful misconduct or gross negligence. The foregoing exclusions shall not apply to the extent that they are prohibited by applicable law.

Third-Party Liability

Tedy shall not be liable for the acts or omissions of third party suppliers, including but not limited to Telus Health, payment processors or any other service provider.

INTELLECTUAL PROPERTY

DURATION AND TERMINATION

Duration

Termination Of Contract

No Refund

Survivability

COMPLETENESS

The provisions of the Terms of Use constitute the entire agreement between Tedy, its successors, assigns and related persons, and the Client, Users and their heirs, executors, administrators, successors, permitted assigns and personal representatives. If any provision of the Terms of Use is found to be unenforceable or invalid, such provision shall be limited to the minimum extent necessary or eliminated so that the Terms of Use shall remain in full force and effect and enforceable. Any ambiguity regarding the interpretation of the Terms of Use shall not be construed against Tedy. Client and Users may not assign the Terms of Use or any rights or obligations hereunder without the express written consent of Tedy. Tedy may assign the Terms of Use and the rights and obligations thereunder without notice. Any failure by Tedy to exercise or enforce any right or provision of the Terms of Use shall not be deemed or construed as a waiver of such right or provision.

MAJOR FORCE

NOTICE

THIRD-PARTY PAYMENT SERVICES

Payment Processing via ZumRails

When using instant deposit or bank verification services, Tedy utilizes ZumRails Inc. ("ZumRails") as a third-party service provider. By using these services, you agree to be bound by ZumRails' separate terms of service and privacy policy, available on their website.

Limited Power of Attorney

When connecting your bank account through ZumRails services, you grant ZumRails a limited power of attorney to access your selected account(s), retrieve account information, and facilitate transactions as your agent. This power of attorney may be revoked by discontinuing use of the service.Bank Account VerificationZumRails will collect your bank credentials and account details including contact information, account type, bank branch, and account numbers to facilitate payment processing and account verification.

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