EvalFlow Terms of Service
These Terms of Service (“Terms”) govern access to and use of the EvalFlow platform, website, applications, artificial intelligence features, integrations, documentation, and related services collectively referred to as the “Service.”
These Terms are entered into between Logiciel EvalFlow Inc, operating as EvalFlow (“EvalFlow,” “we,” “us,” or “our”), and the organization, company, or other legal entity that creates an account, subscribes to, accesses, or uses the Service (“Customer,” “you,” or “your”).
If an individual creates an account, accepts these Terms, or uses the Service on behalf of an organization, that individual represents and warrants that they have authority to bind that organization to these Terms. If the individual does not have such authority, they must not accept these Terms or use the Service.
By accessing or using the Service, Customer agrees to these Terms.
1. Definitions
For purposes of these Terms:
“Account” means Customer’s EvalFlow workspace, tenant, or organization account.
“Administrator” means a user authorized by Customer to manage Customer’s Account, users, settings, permissions, billing, integrations, data, or other administrative functions.
“Affiliate” means any entity that controls, is controlled by, or is under common control with a party.
“AI Features” means artificial intelligence, machine learning, generative AI, automation, analysis, summarization, drafting, recommendation, or assistant features made available through the Service.
“Agreement” means these Terms, any applicable Order Form, the Privacy Policy, the Data Processing Addendum, and any additional written agreement between Customer and EvalFlow.
“Authorized User” means an employee, contractor, administrator, manager, user, or other individual whom Customer authorizes to access the Service under Customer’s Account.
“Customer Data” means data, content, files, text, feedback, reviews, goals, OKRs, recognition, surveys, tasks, employee information, communications, configurations, prompts, outputs, or other information submitted to, uploaded to, generated within, stored in, or processed through the Service by or on behalf of Customer or its Authorized Users.
“Documentation” means EvalFlow’s user guides, help materials, technical documentation, security documentation, and product descriptions.
“DPA” means EvalFlow’s Data Processing Addendum, which forms part of this Agreement where EvalFlow processes personal data on behalf of Customer.
“Order Form” means an online checkout, subscription page, invoice, quote, written order, proposal, purchase document, or other document accepted by EvalFlow that describes the subscription, plan, fees, term, or other commercial terms.
“Personal Data” means any information relating to an identified or identifiable individual, including similar terms such as “personal information” under applicable privacy laws.
“Sensitive Data” means special categories of personal data or highly sensitive information, including health information, biometric data, government identifiers, financial account information, criminal records, union membership, religious or political beliefs, racial or ethnic origin, sexual orientation, precise geolocation, or other sensitive data under applicable law.
“Subscription Term” means the period during which Customer is authorized to access the Service.
2. The Service
EvalFlow provides a performance management platform that may include features for feedback, goals, OKRs, performance reviews, one-on-one meetings, recognition, employee profiles, pulse surveys, analytics, AI-assisted workflows, integrations, notifications, and related HR/performance-management processes.
EvalFlow may modify, improve, update, replace, discontinue, or change features of the Service from time to time. EvalFlow will use commercially reasonable efforts to avoid materially reducing core paid functionality during an active Subscription Term, but Customer acknowledges that SaaS products evolve over time.
EvalFlow may provide new, beta, preview, experimental, or trial features. Such features may be modified or discontinued at any time and may be subject to additional terms.
3. Account Registration and Administration
Customer must provide accurate, complete, and current account, billing, and administrative information.
Customer is responsible for:
a. maintaining the confidentiality and security of login credentials;
b. all activity under Customer’s Account;
c. managing Authorized Users and permissions;
d. ensuring only authorized individuals access the Service;
e. promptly disabling access for users who no longer require access;
f. configuring the Service appropriately for Customer’s internal policies and legal obligations; and
g. all actions taken by Administrators and Authorized Users.
EvalFlow is entitled to rely on instructions, configurations, approvals, and actions taken by Customer’s Administrators.
Customer must promptly notify EvalFlow if Customer becomes aware of unauthorized access to its Account or credentials.
4. Authorized Users
Customer may permit Authorized Users to access the Service solely for Customer’s internal business purposes and only in accordance with this Agreement.
Customer is responsible for ensuring that all Authorized Users comply with this Agreement. Any breach by an Authorized User is deemed a breach by Customer.
Authorized Users may include employees, managers, HR personnel, executives, contractors, or other individuals designated by Customer. Customer is solely responsible for determining who may access employee-related data and what permissions they should have.
5. Customer Responsibilities for Employee and Workplace Data
Customer is solely responsible for determining whether and how to use the Service in its workplace.
Customer is responsible for ensuring that it has all required legal bases, notices, consents, workplace policies, employment policies, internal approvals, employee communications, union approvals, works council approvals, and other authorizations required to collect, upload, use, analyze, monitor, store, and process Customer Data through the Service.
Customer is responsible for compliance with all laws applicable to Customer’s use of the Service, including employment, labor, privacy, data protection, workplace monitoring, human rights, anti-discrimination, payroll, compensation, union, works council, and recordkeeping laws.
Customer acknowledges that EvalFlow is a technology provider and does not control Customer’s employment decisions, internal HR processes, workplace policies, legal compliance, or use of Customer Data.
Customer must not use the Service in a way that unlawfully discriminates against, profiles, surveils, disciplines, terminates, retaliates against, or otherwise harms employees or other individuals.
Customer remains solely responsible for decisions relating to hiring, compensation, promotion, discipline, performance improvement, termination, restructuring, workplace investigations, legal claims, or any other employment-related matter.
6. Restricted and Sensitive Data
Unless expressly agreed in writing by EvalFlow, Customer must not upload, submit, store, or process Sensitive Data through the Service.
EvalFlow is not designed for, and Customer must not use the Service as, a system for medical records, health records, biometric identification, payroll processing, benefits administration, background checks, criminal record processing, immigration processing, financial account processing, or regulated health information.
If Customer uploads Sensitive Data without EvalFlow’s written authorization, Customer is solely responsible for all resulting legal, regulatory, contractual, and operational consequences.
EvalFlow may delete or restrict access to Sensitive Data if EvalFlow reasonably believes it has been uploaded in violation of these Terms.
7. Customer Data
As between EvalFlow and Customer, Customer owns Customer Data.
Customer grants EvalFlow a limited, worldwide, non-exclusive right to host, store, process, transmit, display, analyze, secure, back up, use, and otherwise process Customer Data solely as necessary to:
a. provide, operate, maintain, secure, and support the Service;
b. perform obligations under this Agreement;
c. prevent or address security, fraud, abuse, or technical issues;
d. comply with applicable law;
e. improve the Service using aggregated, anonymized, or de-identified information; and
f. provide AI Features and integrations requested or enabled by Customer.
EvalFlow will not sell Customer Data.
EvalFlow will not use Customer Data to train generalized AI models for other customers.
EvalFlow may use aggregated, anonymized, or de-identified data that does not identify Customer, Authorized Users, employees, or any individual to improve the Service, analyze usage, develop features, benchmark system performance, and support business operations.
8. Data Protection Roles
Where EvalFlow processes Personal Data contained in Customer Data on behalf of Customer, Customer is the controller, business, or equivalent entity that determines the purposes and means of processing, and EvalFlow acts as the processor, service provider, or equivalent entity processing such data on Customer’s documented instructions.
The parties’ data protection obligations are further described in EvalFlow’s Data Processing Addendum, which is incorporated into these Terms by reference.
If there is a conflict between these Terms and the DPA regarding the processing of Personal Data, the DPA controls.
Customer acknowledges that it is responsible for responding to requests from employees, Authorized Users, or other individuals relating to Personal Data processed by Customer through the Service, unless applicable law requires EvalFlow to respond directly.
9. International Data Transfers
EvalFlow is operated from Canada and may process and store Customer Data using infrastructure and service providers located in Canada, the United States, and other jurisdictions.
Customer authorizes EvalFlow and its subprocessors to transfer, store, access, and process Customer Data in such jurisdictions as necessary to provide, secure, support, maintain, and improve the Service.
Where Customer Data is subject to the GDPR, UK GDPR, Swiss data protection law, or other data-transfer restrictions, Customer authorizes EvalFlow to transfer Personal Data as necessary to provide the Service, subject to appropriate safeguards described in the DPA, including the European Commission Standard Contractual Clauses, the UK International Data Transfer Addendum where applicable, and equivalent lawful transfer mechanisms.
Customer is responsible for determining whether its use of the Service requires additional notices, transfer impact assessments, employee communications, approvals, or other compliance measures.
10. Data Processing Addendum
The DPA applies where EvalFlow processes Personal Data on behalf of Customer.
The DPA describes, among other things:
a. the subject matter and duration of processing;
b. the nature and purpose of processing;
c. the categories of Personal Data and data subjects;
d. Customer’s role as controller and EvalFlow’s role as processor;
e. EvalFlow’s confidentiality, security, breach notification, and deletion obligations;
f. subprocessor terms;
g. international transfer safeguards;
h. data subject request assistance; and
i. return or deletion of Customer Data.
Customer agrees that the DPA is incorporated into and forms part of this Agreement.
11. Privacy Policy
EvalFlow’s Privacy Policy explains how EvalFlow collects, uses, discloses, and protects information in connection with the Service and website.
Where EvalFlow processes Customer Data on Customer’s behalf, the DPA governs EvalFlow’s processor obligations. Where EvalFlow processes information for its own business purposes, the Privacy Policy applies.
Customer is responsible for providing any privacy notices required to its employees, Authorized Users, contractors, applicants, or other individuals whose Personal Data is processed through the Service.
12. Security
EvalFlow implements administrative, technical, and organizational safeguards designed to protect the confidentiality, integrity, and availability of Customer Data.
These safeguards may include encryption in transit, encryption at rest, role-based access controls, tenant isolation, row-level security, access restrictions, authentication controls, monitoring, backups, logging, and other measures described on EvalFlow’s Security page.
Customer acknowledges that no method of transmission over the Internet and no method of electronic storage is completely secure. EvalFlow does not guarantee absolute security.
Customer is responsible for securely configuring its Account, managing user permissions, protecting credentials, using strong passwords, disabling access for former employees or users, and ensuring that Customer’s own systems, devices, networks, and integrations are secure.
13. Security Incidents
EvalFlow will notify Customer without undue delay after becoming aware of a confirmed security incident that results in unauthorized access to Customer Data and that requires notification under applicable law or the DPA.
EvalFlow’s notification may include, where available and legally permitted:
a. a description of the incident;
b. categories of affected data;
c. steps taken or planned by EvalFlow;
d. recommended steps for Customer; and
e. contact information for follow-up.
Customer is responsible for determining whether it must notify employees, regulators, customers, unions, works councils, or other third parties.
EvalFlow is not responsible for security incidents caused by Customer, Authorized Users, Customer’s systems, Customer’s credentials, Customer’s integrations, Customer’s misconfiguration, or third-party services not controlled by EvalFlow.
14. AI Features
The Service may include AI Features that assist with drafting, summarizing, analyzing, searching, organizing, recommending, or generating content related to HR and performance-management workflows.
AI Features may process Customer Data, including employee-related information, prompts, feedback, goals, reviews, recognitions, survey responses, and other content submitted by Customer or Authorized Users.
Customer acknowledges and agrees that:
a. AI outputs may be inaccurate, incomplete, biased, outdated, inappropriate, or unsuitable for Customer’s intended purpose;
b. AI outputs are not legal, HR, employment, medical, financial, compliance, or professional advice;
c. Customer must review, validate, and approve AI outputs before relying on them;
d. Customer remains solely responsible for employment, compensation, disciplinary, termination, promotion, legal, and workplace decisions;
e. Customer must not rely solely on AI outputs to make decisions that produce legal or similarly significant effects on individuals; and
f. Customer is responsible for complying with all laws applicable to its use of AI Features.
EvalFlow does not use Customer Data to train generalized AI models for other customers.
EvalFlow may use third-party AI providers as subprocessors. Depending on the provider and configuration, AI providers may temporarily process and retain limited inputs, outputs, metadata, or logs for abuse monitoring, security, legal compliance, or service operation purposes. OpenAI’s API documentation currently states that abuse monitoring logs may contain customer content and are retained up to 30 days by default unless longer retention is required by law or necessary to protect services or third parties.
Customer must not submit Sensitive Data into AI Features unless expressly authorized in writing by EvalFlow.
15. Third-Party Services and Integrations
The Service may integrate with third-party products, services, applications, APIs, platforms, identity providers, communication tools, HRIS systems, productivity tools, email providers, payment processors, analytics tools, or AI providers.
Customer’s use of third-party services is governed by the terms and privacy policies of those third parties.
EvalFlow is not responsible for third-party services, including their availability, security, data practices, errors, outages, integrations, processing, or changes.
Customer authorizes EvalFlow to access, transmit, receive, process, and store data from third-party services as necessary to provide integrations enabled by Customer.
Customer is responsible for ensuring it has all rights and permissions required to connect third-party services to EvalFlow.
EvalFlow may disable or limit integrations if EvalFlow reasonably believes they present a security, legal, technical, or operational risk.
16. Acceptable Use
Customer must not, and must not permit any Authorized User or third party to:
a. use the Service for unlawful, harmful, fraudulent, deceptive, abusive, discriminatory, or malicious purposes;
b. violate applicable laws or third-party rights;
c. upload malware, viruses, worms, or harmful code;
d. interfere with, disrupt, overload, damage, or impair the Service;
e. attempt to gain unauthorized access to the Service, systems, networks, accounts, or data;
f. probe, scan, or test the vulnerability of the Service without EvalFlow’s written authorization;
g. reverse engineer, decompile, disassemble, or attempt to derive source code from the Service, except to the extent such restriction is prohibited by law;
h. copy, modify, resell, sublicense, rent, lease, distribute, or commercially exploit the Service except as expressly permitted;
i. use the Service to build or support a competing product or service;
j. remove or obscure proprietary notices;
k. use automated scraping, bots, or unauthorized data extraction tools;
l. submit Sensitive Data in violation of these Terms;
m. submit content that is defamatory, harassing, threatening, obscene, unlawful, or infringing;
n. use the Service to make unlawful employment decisions;
o. attempt to bypass usage limits, security controls, or access restrictions; or
p. use the Service in a way that could expose EvalFlow to legal, regulatory, reputational, or security risk.
EvalFlow may suspend or restrict access to the Service if EvalFlow reasonably believes Customer or an Authorized User has violated this section.
17. Customer Content Standards
Customer is solely responsible for the accuracy, quality, legality, reliability, appropriateness, and ownership of Customer Data.
Customer represents and warrants that it has all rights, permissions, notices, consents, legal bases, and authorizations necessary to submit Customer Data to the Service and to permit EvalFlow to process Customer Data in accordance with this Agreement.
EvalFlow does not control, verify, or assume responsibility for Customer Data, employee feedback, reviews, ratings, comments, survey responses, goals, or other content entered by Customer or Authorized Users.
18. Fees and Payment
Customer must pay all fees described in the applicable Order Form, invoice, checkout page, or subscription plan.
Unless otherwise stated:
a. fees are payable in advance;
b. fees are non-refundable;
c. fees are exclusive of taxes;
d. Customer is responsible for all applicable taxes, duties, levies, and governmental charges; and
e. payment obligations are non-cancelable during the applicable Subscription Term.
EvalFlow may charge Customer’s payment method for recurring fees, usage-based fees, add-ons, overages, taxes, and other amounts due.
If payment is overdue, EvalFlow may suspend or terminate access to the Service after providing reasonable notice, unless prohibited by law.
EvalFlow may update pricing for renewal terms by providing notice before renewal or by posting updated pricing.
19. Free Trials, Promotions, and Beta Access
EvalFlow may offer free trials, promotional plans, proof-of-concept access, beta features, or discounted subscriptions.
EvalFlow may modify, limit, or terminate free trials, promotions, or beta access at any time.
Free, trial, beta, or promotional access is provided “as is,” without warranties, service commitments, or liability obligations to the maximum extent permitted by law.
At the end of a free trial or promotional period, Customer may be required to purchase a paid subscription to continue using the Service.
20. Subscription Term, Renewal, and Cancellation
The Subscription Term is described in the applicable Order Form, subscription plan, invoice, or checkout page.
Unless otherwise stated, subscriptions automatically renew for successive periods equal to the expiring term unless either party cancels before renewal in accordance with the cancellation process made available by EvalFlow.
Customer may cancel renewal of its subscription, but cancellation does not relieve Customer of payment obligations for the then-current Subscription Term.
EvalFlow may refuse renewal or change the terms of renewal by providing notice.
21. Suspension
EvalFlow may suspend Customer’s or any Authorized User’s access to the Service if:
a. Customer fails to pay amounts due;
b. Customer or an Authorized User violates these Terms;
c. Customer’s use poses a security, legal, regulatory, operational, or reputational risk;
d. suspension is required by law or a third-party provider;
e. Customer uses the Service in a way that may harm EvalFlow, other customers, individuals, or third parties;
f. Customer’s Account is compromised or appears to be compromised; or
g. Customer exceeds usage limits or uses the Service outside the scope of its subscription.
EvalFlow will use commercially reasonable efforts to provide notice before suspension when practical, unless immediate suspension is necessary.
EvalFlow is not liable for losses resulting from suspension under this section.
22. Termination
Either party may terminate this Agreement if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days after written notice.
EvalFlow may terminate immediately if:
a. Customer fails to pay overdue amounts after notice;
b. Customer violates acceptable use restrictions;
c. Customer uses the Service unlawfully;
d. Customer submits prohibited Sensitive Data;
e. Customer’s use creates legal, security, operational, or reputational risk;
f. Customer becomes insolvent, bankrupt, or ceases operations; or
g. continued provision of the Service becomes prohibited or impractical due to law, regulation, or third-party provider restrictions.
Upon termination, Customer’s right to access the Service ends, and Customer must stop using the Service.
Termination does not relieve Customer of amounts owed before termination.
23. Data Export and Deletion
During the Subscription Term, Customer may export certain Customer Data using available export features or by requesting reasonable assistance from EvalFlow.
Customer is responsible for exporting Customer Data before termination or cancellation.
Upon termination, expiration, or verified written deletion request, EvalFlow will delete or anonymize Customer Data from active systems and backups within ninety (90) days, unless retention is required by law or necessary for legitimate business records, tax records, billing records, security, fraud prevention, dispute resolution, backup integrity, or the establishment, exercise, or defense of legal claims.
EvalFlow may retain aggregated, anonymized, or de-identified data that does not identify Customer, Authorized Users, employees, or individuals.
EvalFlow is not responsible for Customer Data exported by Customer, stored outside the Service, shared through integrations, transmitted to third-party services, or retained by Customer or third parties.
24. Support and Maintenance
EvalFlow may provide support through email, chat, documentation, in-app support, or other channels determined by EvalFlow.
Unless a separate written agreement states otherwise, EvalFlow does not guarantee response times, resolution times, uptime, or availability.
EvalFlow may perform maintenance, updates, patches, backups, upgrades, or infrastructure changes that may temporarily affect availability.
EvalFlow is not liable for downtime, data delays, interruptions, or unavailability caused by maintenance, third-party providers, force majeure events, Customer systems, integrations, internet failures, or circumstances outside EvalFlow’s reasonable control.
25. Service Availability
EvalFlow will use commercially reasonable efforts to make the Service available, but does not guarantee uninterrupted, error-free, secure, or continuous availability.
The Service may be unavailable due to maintenance, updates, security measures, third-party outages, internet issues, infrastructure issues, force majeure events, or other causes.
EvalFlow is not responsible for losses, damages, or liabilities caused by Service unavailability, delays, errors, data loss, or interruptions, except to the extent expressly required by law.
26. Intellectual Property
EvalFlow and its licensors own all rights, title, and interest in and to the Service, including software, source code, object code, workflows, interfaces, designs, layouts, features, functionality, algorithms, AI-related systems, databases, templates, documentation, trademarks, service marks, logos, and other intellectual property.
Except for the limited rights expressly granted in these Terms, no rights are transferred to Customer.
Customer must not copy, modify, distribute, sell, lease, sublicense, reverse engineer, or create derivative works from the Service except as expressly permitted by this Agreement or applicable law.
27. License to Use the Service
Subject to Customer’s compliance with this Agreement and payment of applicable fees, EvalFlow grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Service solely for Customer’s internal business purposes.
This license is limited to the subscription, plan, users, usage limits, and features purchased or enabled for Customer.
28. Feedback
If Customer or any Authorized User provides suggestions, ideas, requests, recommendations, comments, improvements, or other feedback about the Service, Customer grants EvalFlow a worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right to use, copy, modify, distribute, commercialize, and incorporate such feedback into the Service or other products without restriction or compensation.
EvalFlow has no obligation to use feedback.
29. Confidentiality
Each party may receive confidential or proprietary information from the other party.
“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
Customer Data is Customer’s Confidential Information.
EvalFlow’s non-public product, technical, security, pricing, roadmap, business, and operational information is EvalFlow’s Confidential Information.
Each party agrees to:
a. protect the other party’s Confidential Information using reasonable care;
b. use Confidential Information only to perform or receive the benefits of this Agreement; and
c. not disclose Confidential Information except to personnel, contractors, advisors, subprocessors, or representatives who need to know it and are bound by confidentiality obligations.
Confidential Information does not include information that is publicly available without breach, already known without confidentiality obligation, independently developed without use of Confidential Information, or lawfully received from a third party.
A party may disclose Confidential Information if required by law, court order, or governmental authority, provided that, where legally permitted, it gives prior notice and cooperates in efforts to limit disclosure.
30. Publicity
EvalFlow may identify Customer as a customer and use Customer’s name and logo in customer lists, websites, presentations, and marketing materials unless Customer notifies EvalFlow in writing that it does not permit such use.
EvalFlow will not issue a press release naming Customer without Customer’s prior consent.
31. Warranties
Each party represents that it has authority to enter into this Agreement.
EvalFlow warrants that it will provide the Service in a professional and workmanlike manner consistent with general SaaS industry standards.
Customer’s sole remedy for breach of this limited warranty is for EvalFlow to use commercially reasonable efforts to correct the non-conformity or, if EvalFlow cannot reasonably correct it, to terminate the affected Service and provide a prorated refund of prepaid unused fees for the affected Service.
32. Disclaimers
Except as expressly provided in this Agreement, the Service is provided “as is” and “as available.”
To the maximum extent permitted by law, EvalFlow disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, security, reliability, and error-free operation.
EvalFlow does not warrant that:
a. the Service will meet Customer’s requirements;
b. the Service will be uninterrupted, secure, timely, or error-free;
c. Customer Data will never be lost, corrupted, accessed, or disclosed;
d. AI outputs will be accurate, complete, lawful, unbiased, or appropriate;
e. defects will be corrected;
f. integrations will remain available; or
g. the Service will ensure Customer’s compliance with any law or regulation.
Customer is responsible for determining whether the Service is suitable for Customer’s intended use.
33. No Legal, HR, Employment, or Professional Advice
EvalFlow provides software and technology tools only.
The Service, AI Features, analytics, templates, suggestions, summaries, reports, and outputs do not constitute legal, HR, employment, compliance, financial, medical, or professional advice.
Customer should consult qualified legal, HR, privacy, labor, or compliance professionals regarding Customer’s obligations and decisions.
Customer is solely responsible for all employment, workplace, legal, compliance, and business decisions made using or based on the Service.
34. Customer Indemnification
Customer will defend, indemnify, and hold harmless EvalFlow, its Affiliates, directors, officers, employees, contractors, agents, service providers, and representatives from and against any claims, damages, liabilities, losses, costs, fines, penalties, settlements, and expenses, including reasonable legal fees, arising out of or relating to:
a. Customer Data;
b. Customer’s use of the Service;
c. Customer’s employment, HR, workplace, compensation, disciplinary, termination, promotion, or legal decisions;
d. Customer’s violation of applicable law;
e. Customer’s violation of these Terms;
f. Customer’s failure to obtain required notices, consents, approvals, legal bases, or authorizations;
g. Customer’s use of AI Features;
h. Customer’s upload or processing of Sensitive Data;
i. Customer’s third-party integrations;
j. disputes between Customer and its employees, contractors, users, unions, works councils, regulators, or third parties; or
k. allegations that Customer Data infringes, violates, or misappropriates third-party rights.
EvalFlow will provide notice of the claim and reasonable cooperation. Customer must not settle any claim in a way that imposes liability, admission, or obligation on EvalFlow without EvalFlow’s prior written consent.
35. EvalFlow Indemnification
EvalFlow will defend Customer against a third-party claim alleging that the Service, as provided by EvalFlow and used in accordance with this Agreement, directly infringes a valid intellectual property right, and will pay damages finally awarded by a court or agreed in settlement.
EvalFlow’s obligation does not apply to claims arising from:
a. Customer Data;
b. Customer’s use of the Service outside the scope of this Agreement;
c. modifications not made by EvalFlow;
d. combination with products, data, services, or systems not provided by EvalFlow;
e. free, beta, trial, or experimental features;
f. third-party services;
g. Customer’s failure to use available updates; or
h. Customer’s instructions.
If the Service becomes or may become subject to an infringement claim, EvalFlow may, at its option:
a. obtain the right for Customer to continue using the Service;
b. modify the Service so it is no longer infringing;
c. replace the affected Service with substantially similar functionality; or
d. terminate the affected Service and provide a prorated refund of prepaid unused fees.
This section states EvalFlow’s entire liability and Customer’s exclusive remedy for intellectual property infringement claims.
36. Limitation of Liability
To the maximum extent permitted by law, EvalFlow will not be liable for any indirect, incidental, special, consequential, exemplary, punitive, enhanced, or similar damages, including lost profits, lost revenue, loss of goodwill, loss of business opportunity, loss of data, business interruption, cost of substitute services, reputational harm, employment claims, regulatory claims, or legal exposure, even if EvalFlow has been advised of the possibility of such damages.
To the maximum extent permitted by law, EvalFlow’s total aggregate liability arising out of or relating to the Service, these Terms, the DPA, Customer Data, AI Features, integrations, security incidents, privacy claims, data protection claims, or any related matter will not exceed the amounts paid by Customer to EvalFlow for the affected Service during the twelve (12) months immediately preceding the event giving rise to the claim.
If Customer has not paid EvalFlow any fees, EvalFlow’s total aggregate liability will not exceed one hundred Canadian dollars (CAD $100).
The limitations in this section apply regardless of the legal theory, including contract, tort, negligence, strict liability, statute, equity, or otherwise.
Nothing in these Terms limits liability where such limitation is prohibited by applicable law.
37. Limitation of Liability for Security Incidents and Data Claims
Without limiting the general limitation of liability, EvalFlow’s aggregate liability for any unauthorized access, security incident, data breach, data loss, privacy claim, data protection claim, AI-related claim, or Customer Data claim is subject to the liability cap in these Terms.
EvalFlow is not liable for security incidents, data loss, unauthorized access, or claims caused by:
a. Customer’s systems, devices, networks, or credentials;
b. Customer’s misconfiguration of the Service;
c. Customer’s permission settings;
d. Customer’s failure to remove users;
e. Customer’s third-party services or integrations;
f. phishing, social engineering, or credential compromise;
g. actions of Customer’s Authorized Users;
h. Customer’s violation of these Terms; or
i. events outside EvalFlow’s reasonable control.
38. No Personal Liability
To the maximum extent permitted by law, Customer agrees that any claim arising out of or relating to the Service, these Terms, Customer Data, AI Features, security, privacy, billing, or any related matter may be brought only against EvalFlow as the contracting entity.
No founder, shareholder, director, officer, employee, contractor, advisor, representative, or agent of EvalFlow will have personal liability for any claim arising out of or relating to the Service, these Terms, Customer Data, or Customer’s use of EvalFlow.
Customer waives any right to bring claims personally against EvalFlow’s founder, directors, officers, employees, contractors, advisors, representatives, or agents, except to the extent such waiver is prohibited by law.
39. Force Majeure
EvalFlow is not liable for delay, failure, interruption, or unavailability caused by events outside its reasonable control, including natural disasters, war, terrorism, labor disputes, civil unrest, epidemics, pandemics, government action, power failures, internet failures, hosting failures, cloud provider outages, cyberattacks, denial-of-service attacks, third-party service failures, changes in law, or other force majeure events.
40. Changes to the Service or Terms
EvalFlow may update these Terms from time to time.
EvalFlow will provide notice of material changes by posting updated Terms, sending email, providing in-app notice, or using another reasonable method.
Updated Terms become effective on the date stated in the updated Terms or as otherwise communicated.
Customer’s continued use of the Service after updated Terms take effect constitutes acceptance of the updated Terms.
If Customer does not agree to updated Terms, Customer must stop using the Service and cancel renewal of its subscription.
41. Notices
EvalFlow may provide notices by email, in-app notification, posting on the website, or other reasonable means.
Customer must provide legal notices to EvalFlow at:
Logiciel EvalFlow Inc
Laval QC H7R0E4
Email: info@evalflow.com
Attention: Legal
Notices are deemed received when delivered, when sent by email without bounce-back, or when posted in the Service, depending on the method used.
Customer is responsible for keeping contact and billing information current.
42. Governing Law
These Terms and any dispute arising out of or relating to the Service are governed by the laws of the Province of Quebec and the applicable federal laws of Canada, without regard to conflict of law rules.
Subject to any mandatory laws that apply, the courts located in the judicial district of Montreal, Quebec, Canada will have exclusive jurisdiction over disputes arising out of or relating to these Terms or the Service.
Customer waives any objection to jurisdiction or venue in those courts.
43. Informal Resolution
Before filing a claim, each party agrees to attempt to resolve disputes informally by providing written notice describing the dispute and allowing thirty (30) days for good-faith discussions.
This section does not prevent either party from seeking urgent injunctive or equitable relief.
44. Injunctive Relief
Customer acknowledges that unauthorized use or disclosure of EvalFlow’s intellectual property, Confidential Information, security systems, or Service may cause irreparable harm for which monetary damages may be inadequate.
EvalFlow may seek injunctive or equitable relief without posting bond or proving actual damages, in addition to other available remedies.
45. Assignment
Customer may not assign or transfer this Agreement without EvalFlow’s prior written consent.
EvalFlow may assign or transfer this Agreement, in whole or in part, to an Affiliate, successor, acquirer, or in connection with a merger, acquisition, financing, corporate reorganization, or sale of assets.
Any unauthorized assignment is void.
46. Export Compliance and Sanctions
Customer must comply with all applicable export control, sanctions, and trade laws.
Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions, and that it is not identified on any restricted party list.
Customer must not use the Service in violation of export control or sanctions laws.
47. Government Use
If the Service is used by or on behalf of a government entity, the Service is commercial computer software and documentation developed exclusively at private expense.
Government users receive only the rights expressly granted in this Agreement.
48. Relationship of the Parties
The parties are independent contractors.
Nothing in this Agreement creates a partnership, joint venture, employment, agency, fiduciary, franchise, or representative relationship.
Neither party has authority to bind the other except as expressly stated in this Agreement.
49. Severability
If any provision of this Agreement is found invalid, unlawful, or unenforceable, the remaining provisions remain in full force and effect.
The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent as closely as possible.
50. Waiver
A party’s failure or delay in enforcing any provision of this Agreement does not waive that provision or any other provision.
A waiver must be in writing and signed by the party granting the waiver.
51. Entire Agreement
This Agreement constitutes the entire agreement between Customer and EvalFlow regarding the Service and supersedes all prior or contemporaneous agreements, proposals, communications, or understandings regarding the Service.
If there is a conflict between documents, the following order of precedence applies unless expressly stated otherwise:
a. a signed written agreement between the parties;
b. the DPA for data processing matters;
c. an Order Form;
d. these Terms;
e. the Privacy Policy;
f. Documentation.
52. Language
The parties confirm that they have requested that these Terms and all related documents be drafted in English.
Les parties confirment qu’elles ont demandé que les présentes modalités et tous les documents connexes soient rédigés en anglais.
53. Contact
Questions about these Terms may be sent to:
EvalFlow
Email: info@evalflow.com
Website: https://www.evalflow.com