Last updated: March 5th, 2021
These terms of service (the “Terms”) enter into force on the Subscription Date (as defined below) and govern the provision of service (the “Services”) by Dialogue Technologies Inc. (“Dialogue”, “we”, “us”, “our”) and take precedence over your company’s supplemental or conflicting terms and conditions that may be contained in any other documents exchanged between Dialogue and your company (the “Employer” or “Company”) following the subscription of Services by the Employer.
By subscribing to and by paying for one or all Dialogue Services (as further described in Section 5 of these Terms) through our website www.dialogue.co, you and your Employer acknowledge that you have read and understood these Terms without any objections, accept them, and agree to be bound by them (the “Subscription”).
In order to agree to these Terms, you, as the person making the Subscription on behalf of the Employer, need to have been duly and validly authorized by the Employer to bind the company to the terms of these Terms.
You and the Company acknowledge that in order to launch the provision of our Services to your Company and its Employees, certain steps and actions are required (the “Onboarding”). Indeed, once a Subscription is made:
Please note that Dialogue reserves the right to refuse any Subscription for any reason; and thus may refuse to provide the Services to your Company. Said refusal will be notified in writing to your Company within (5) business days following the Subscription Date and in such case, you will be refunded all fees paid during the Subscription.
These Terms will enter into force on the Subscription Date and will remain in effect for a period of twelve (12) months following said Subscription Date (the “Term”). Once the Term expires, these Terms shall be renewed automatically for successive one year periods unless terminated pursuant to Section 11.
In exchange for the payment of the Fees (as defined below), the Employer will be granted access to Dialogue’s virtual platform which allows the eligible Employees (and the End Users, as the case may be) to benefit from the services described on our subscription page and subscribed to in the Subscription (the “Services”).
For information purposes, such Services may include depending on the Subscription or as later requested by the Employer:
Please note that the Enhanced Mental Health Support services do not include any treatment of eligible Employees for post-traumatic stress that may arise from critical incidents impacting the workplace; including, but not limited to, natural disasters, another employee’s (or its family members’) critical illness or death, workplace accident causing injury or death, death or terrorism threats, acts of violence, or robberies.
The fees corresponding to the number of eligible Employee per month, as described on the subscription page and paid during the Subscription, will be charged to your Company through our service provider ChargeBee starting from the Subscription Date.
Such fees will be charged using the Credit Card provided during the Subscription and invoiced on a monthly basis within the first fifteen (15) days of every month.
Number of Employees eligible to the Services may be adjusted by the Company throughout the Subscription through the Dialogue administrative portal and in such case, subsequent invoice will be adjusted accordingly on a pro-rata basis.
Any Fees that remain unpaid when due, for whatever reasons, under these Terms will bear interest of 3,00% each month, until its full payment.
The Company hereby agrees and acknowledges that no matter the number of Employees eligible to the Services, the Company acknowledge and agree that in any case, during the Subscription, the Company will pay to Dialogue the greater of the following amounts: (i) the fees per Employee per month plus taxes as described on our subscription page; or (ii) two hundred dollars ($200.00) monthly premium for access to the Services by the End Users (the “Fees”).
In addition, Dialogue reserves the right to modify the Fees in the following circumstances:
Any modifications to the Fees will be determined by Dialogue and communicated in writing to the Employer at least sixty (60) days prior to the proposed effective date of the modification. The Employer will then have thirty (30) days following receipt of such communication to accept or reject the proposed modifications by giving written notice to Dialogue. Failure to respond within thirty (30) days or continued use of the Services at the end of the thirty (30) day period shall be deemed to constitute consent to the proposed modification, which shall take effect at the end of the initial sixty (60) day period.
The Fees for the Stress Management & Well-being Service mentioned above are offered to the Employer and valid only to the extent that the Stress Management & Well-being Service be provided by Dialogue to the Employer for a minimal period of one (1) year starting from Launch Date.
In the event that the above-mentioned condition to the validity of the Fees is not met, Dialogue reserves the right to revise the Fees in a retroactive manner at the termination date of the Service depending on the total duration of the provision of the Stress Management & Well-Being Service to the Employer.
The Employer acknowledges that the Services are exclusively available in Canada, for End Users located in Canada.
Dialogue will (i) directly or through the engagement of a reputable firm screen and vet including, without limitation, conducting, where appropriate, background checks, on all employees, contractors and health care practitioners providing Services hereunder; and (ii) be responsible to annually verify that all health practitioners providing the Services are duly registered with their respective regulatory body.
During the provision of the Services to the Employer by Dialogue, each party may be given access to information (verbally or in hardcopy and/or electronic form) that relates to the other party’s development, business activities or technical knowledge, which is identified by the discloser as confidential or would be treated as confidential by a reasonable person given the nature of the information or the circumstances surrounding its disclosure or access (“Confidential Information”). Confidential Information does not include information that is in or subsequently enters the public domain; that is now or subsequently becomes known to a party without breach of any confidentiality obligation hereunder; that is independently developed by a party; or that is approved for release by written authorization of disclosure. Each party will treat as such all confidential information obtained from the other party in the course of performing the Services and, except as provided in this paragraph, will not use or disclose such information except in connection with the performance of the Services, only to the extent reasonably necessary for purposes of the Terms. Subject to the paragraph above, this restriction will not apply to any Confidential Information that a party is required by law or professional standards to disclose.
10.2 Data Privacy: collection and processing of Personal Information
For the purposes herein, “Personal Information” shall mean information that is about an identifiable individual or that allows an individual to be identified and “Security Breach” shall mean any actual or suspected, whether or not intentional, (i) disclosure, access to or use of any Personal Information in breach of these Terms by Dialogue or (ii) unauthorized intrusion into Dialogue’s systems or any Subcontractors systems containing any Personal Information.
Dialogue retains all rights, including intellectual property rights, in all materials, trademarks, trade names, patents, software, documentation, tools, know-how, techniques, processes and methodologies that may be supplied to the Employer or created or used by Dialogue in the performance of the Services in the Territory (“Deliverables”). Dialogue grants the Employer a non-exclusive, non-transferable, license to use the Deliverables for which Dialogue owns the intellectual property rights, for the purpose of receiving the Services in the Territory and for the duration of the provision of the Services only.
The Employer shall not in any way modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to exploit the Deliverables or change the organization of the Deliverables.
These Terms shall not be construed as precluding or limiting in any way Dialogue’s right to provide similar or other services of any kind or nature to any person or entity.
The Services and materials delivered in connection therewith are provided by Dialogue for the Employer’s internal use and information only and may not be distributed, published, made available or relied upon by any other person, without Dialogue’s express written permission.
This Agreement can be terminated by the Employer at any time until the Onboarding is complete by providing a written notice to email@example.com. In the case the Employer terminates this Agreement before completion of the Onboarding, all fees that have been paid by the Employer at the moment of the Subscription will be reimbursed by Dialogue.
Following the completion of the Onboarding and in any case, starting from Launch Date, the provision of the Services may be terminated by either party at any time for any reason by providing one hundred and twenty (120) days advance written notice to the other party. In the event of termination pursuant to this paragraph, the Employer agrees to pay Dialogue for any amount of fees due to Dialogue up to the date of the termination.
The Employer may terminate the Services immediately with written notice in the event of Dialogue’s breach of any material term of these Terms that is not cured within thirty (30) days following receipt of written notice of the breach from the Employer.
Dialogue may immediately terminate the Services in the event of non-payment of the Fees when due.
Dialogue agrees to hold the Employer and its directors, officers and employees harmless from any and all claims, lawsuits, settlements, judgments, costs, penalties, and expenses, including reasonable legal fees and expenses resulting from, or arising out of (i) any gross negligence, fraud or willful misconduct on the part of Dialogue or (ii) any failure to comply with its obligations under these Terms.
The Employer agrees to hold Dialogue and its directors, officers, and employees harmless from any and all claims, lawsuits, settlements, judgments, costs, penalties, and expenses, including reasonable legal fees and expenses, resulting from the Employer’s failure to comply with its obligations under these Terms.
Except in case of (i) gross negligence, fraud or willful misconduct, (ii) intellectual property right infringement or (iii) body injury, Dialogue’s liability, if any, to any person, arising out of or in any way related to the Terms or the performance of its duties and obligations under the Terms, shall for all purposes in total be limited to direct damages in an amount not to exceed the aggregate amount of Fees paid by the Employer for the Services during the last twelve (12) months period prior to the event giving rise to the claim.
In no event shall Dialogue or the Employer have any liability at any time for any loss of profits, loss of business revenue, failure to realize expected savings, or for any indirect, special, or consequential damages, even if advised of the possibility of such damages.
The parties understand and agree that any liability arising out of or relating to the provision of the Services by the health practitioners providing the Services to the End Users is subject to such practitioners’ professional liability.
It is understood and agreed that each of the parties is an independent contractor and that neither party is, nor shall be considered to be an agent, distributor, partner, fiduciary or representative of the other. Neither party shall act or represent itself, directly or by implication, in any such capacity in respect of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other.
These Terms shall be governed by the laws of the Province of Quebec and the laws of Canada applicable therein.
Unless otherwise indicated, each notice to be given to a party under these Terms must be given in writing and delivered personally or by courier, sent by mail, sent by prepaid registered mail, or transmitted by fax. Notices given to the Employer shall be sent to the address set out in these Terms. Notice given to Dialogue shall be sent to:
Dialogue Health Technologies Inc.
390 Notre-Dame St W, #200
Montreal, QC H2Y 1T9
In the event that any provision of these Terms shall be held to be invalid, void or unenforceable, then the remainder of these Terms shall not be affected, impaired or invalidated, and each such provision shall be valid and enforceable to the fullest extent permitted by law.
A party shall not be liable for failure to perform any of its obligations under these Terms if such failure is due to an act of God, fire or explosion, strike, lock-out, conditions of war, act of military authority, terrorist attacks, blackouts, rebellion or civil disobedience or other impediment beyond its control.
Terms which by their nature survive termination of these Terms shall survive, including section 1 (Definitions), the non-disparagement obligations contained in section 3 (General Obligations), section 4 (Confidentiality), section 5 (Intellectual Property Rights), section 6 (Restriction on Use), section 8 (Indemnity), section 9 (Limitation of Liability), section 10 (Independent Contractor), and section 11 (Governing Law).
These Terms shall be binding upon both parties and their respective successors and permitted assigns. Dialogue is permitted to assign, transfer or delegate any of its rights or obligations to any affiliate or successor in interest to all or substantially all of the assets or business of the relevant Dialogue practice, without Employer’s consent, in which case, such affiliate or successor in interest shall be bound by and entitled to the benefit of the terms of these Terms.
The Employer acknowledges and agrees that Dialogue has the right to use the Employer’s name and logo (“IP”) without the Employer’s consent for the following purposes (and only for such purposes): use in Dialogue marketing and sales flyers, sales presentations, website and social media posts and in any joint promotions, as applicable, throughout the Term and until the termination or expiry of the Services.
Dialogue will (i) not use the IP other than for the purposes mentioned above without the Employer’s prior written consent; and (ii) only use the IP according to this Section 18 and any written instructions of the Employer, as provided from time to time to Dialogue.
Notwithstanding anything to the contrary, the Employer may revoke the right to use given to Dialogue under this Section 18 upon forty-five (45) days prior written notice to Dialogue.
The parties have agreed that these Terms and all communications and documents relating hereto be expressed in the English language. Les parties ont convenu que la présente entente ainsi que toutes les communications et tous les documents y afférents seront exprimés en langue anglaise.