The Employee Experience Platform is a Cloudspark Technology Labs product.

The products listed in the Order Form and selected by the Licensee (hereinafter the “Products”) are designed and created by Cloudspark. Some of the functionality of the Products are not Cloudspark property (hereinafter the “Third-party Software”), such as Office 365 published by Microsoft, and it is the responsibility of the Licensee to acquire all rights to these Third-party Software.  

This End User License Agreement for the Products describes the terms governing your use of the Cloudspark Software including content, updates and new releases (collectively, the “Software”) and the Client declares that it has read and agreed to those, hereinafter referred together as the Agreement. The Parties agree that an additional order form may be entered into between them, which will be added to the Order Form, and shall thus form part of this Agreement. 

  1. Subject. In performance of this Agreement the Licensee shall be granted a non-exclusive license in software-as-a-service (SaaS) mode of use of the Products, which the Licensee hereby declares to have been familiarized with, in the version set forth in the Order Form as an end user and solely for its own or personal needs as a Licensee.
  2. Prerequisites. The usage of the Products requires that the Licensee acquires a license as specified in the Order form for each selected Products and also for Third-party Softwares that are not part of the Products (Microsoft 365, Microsoft Azure, Microsoft Office 365, Google G-suite, etc.) hereafter the Licences.

The operational use of the Product(s) requires that the Licensee maintains in force its Licenses for the whole duration of this Agreement. It shall be the Licensee’s duty solely to ensure, at its own costs, and under its sole responsibility, that it enters into the Licenses. Under these circumstances, in the event that the Licenses is terminated during the term of this Agreement, or any reason whatsoever, this Agreement shall not be affected and shall continue until its term, the reactivation of the Licenses being the sole responsibility of the Licensee as set forth above. 

  1. 3. Deliverables. The Licenses for using the Product(s) includes deliverables that are specified in the Order Form for each selected Product. Under this Agreement, Cloudspark does not provide any hardware, infrastructure, software or consumables or any kind. Cloudspark does not directly host services and/or data. All data is hosted on, Microsoft Office 365 and Microsoft Azure tenants purchased from Microsoft by either Cloudspark or the Client based on the Product architecture.
  2. 4. Granted rights. Each Product is Cloudspark’s property, who has designed and created it, and which is protected by the applicable copyright laws. As such, Cloudspark holds all copyright on the Product(s) which is granted for distant use through the portal created by Cloudspark, no object code or source code being provided to the Licensee, such license being granted on a non-exclusive basis, in accordance with the terms of this Agreement for an end-user usage and the sole personal and own needs of the Licensee. The Product(s) shall not be modified, reverse-engineered, altered or adapted, including by translation, or corrected, totally or partially by the Licensee. Likewise, this Agreement shall not allow the Licensee, even on a temporary basis, to sell, rent, sub-license, place under leasing arrangements, distribute by any means, the Product(s).
  3. 5. Setup, assistance in usage. The Licensee is alone liable for the setting-up of the Product(s), who may perform it by following the instructions which will be provided to it at the time of its first connection to the Product(s). During the course of this Agreement, Cloudspark may do changes in the Product(s) through updates, which may correspond either to additional developments carried-out at the initiative of Cloudspark, or to minor corrections. Cloudspark does not provide specific developments for the Licensee in performance of this Agreement. In the event that specific configurations are needed, those shall be performed by a third-party integrator chosen by the Licensee. Upon availability of an update of the Product(s), the Licensee stops using the former version of the Product(s) and shall solely use, in performance of this Agreement, the Product(s) implemented and deployed in its new update. In performance of the assistance provided, Cloudspark agrees to answer minor questions that the Licensee may have about the usage of the Product(s), and to assist it in solving difficulties it may have without being committed to results and without an obligation to meet a deadline. The question shall be sent by e-mail to the Product(s) development team. The assistance shall in no way be meant to replace a training for the full-fledged operational use or the Product(s), which is a recommended service provided separately by Cloudspark.

6. Term. This Agreement shall commence on the Effective Date and continue for the duration Licensee elects (“Term”).  Thereafter, the Term will automatically renew for the original elected term unless a Party provides the other Party with thirty (30) days’ prior written notice. 

  1. 7. Payment. For Software licensed on a payment or subscription basis, the following payment terms apply, unless Cloudspark notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you for the Software.

7.1 Payments will be billed to you in US dollars, and your account will be debited when you provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Software.  

7.2 You must pay with one of the following:  

  • A valid credit card acceptable to Cloudspark; 
  • Another payment option that Cloudspark provides to you in writing.  

7.3 If your payment and registration information is not accurate, current and complete, and you do not notify us promptly when such information changes, we may suspend or terminate your account, terminate your license and refuse any further use of the Software.  

7.4 Any failure to meet the clauses in this Agreement will result in termination and no payments will be refunded.  

  1. 8. Warranty and responsibility. The Licensee acknowledges that it has received all needed information enabling it to know each selected Products well, which is a standard software, and for assessing the suitability to its own needs. Cloudspark warrants that the Product(s) will be updated at no cost in the event that an evolution requires it for an operational and optimal use of the main functionalities of the Product(s). Cloudspark does not guarantee that the Product(s) will be suitable for the Licensee’s needs, nor that it will run without interruption or without errors. Cloudspark shall, in no event, be liable towards the Licensee for any particular direct or indirect damages, claims, or any losses, arising out of the use or inability to use the Product(s), even if Cloudspark has been advised of the possibility of such damages. Usage of the Product(s), of its possible settings, in accordance with the metrics and dimensioning chosen by the Licensee shall be under its responsibility. In any case, Cloudspark’s liability shall be limited to the price of the annual License fee, such as defined in Order Form. Any claims regarding usage of the Product(s), or an alleged anomaly or defect, shall be received by Cloudspark in writing and by registered mail with acknowledgement of receipt, within a maximum time period of 48 business hours after the occurrence of the adverse event concerned by the claim. Any claim made later shall be inadmissible.
  2. Personal Data Protection. The Parties shall comply with the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and all applicable personal data protection laws. 
  • In accordance with PIPEDA, upon request, the Licensee shall be informed of the existence, use and disclosure of personal information and shall be given access to that information. The Licensee has the right to have their personal information amended by the correction, deletion, or addition of information upon demonstration of an inaccuracy or incompleteness of the personal information. 
  1. 10. Termination. Any failure to meet the clauses in this Agreement will result in its termination one (1) month after a formal notice sent to the defaulting Party by registered mail with acknowledgement of receipt, stating and detailing the alleged breach(es), remained without cure, without prejudice to a possible demand for payment of damages. Termination of this Agreement shall result in revocation of any accesses to the Product(s). In the event of Termination no payments will be refunded. 
  2. 11. Miscellaneous. The Licensee shall not transfer this Agreement, either fully or in part, whether free of charge or in return for payment, in any form whatsoever, and especially, complete or partial selling of company assets, merger, or transfer of all of assets, without the prior and written agreement of Cloudspark. None of the Parties shall be liable for non-performance or delay in performance of its contractual obligations in case they result from a force majeure event. Any information relating to the Product(s), its operation, its documentation, shall be strictly confidential, and the Licensee undertakes to preserve such confidentiality with regard to both third parties and its personnel which is not concerned by the Product(s). This Agreement shall be governed by the laws of The Province of Ontario and the federal laws of Canada without regard to their conflicts of laws To resolve any legal dispute arising from this Agreement, you and Cloudspark agree to the exclusive jurisdiction of the Province of Ontario. You are using the Software on your own initiative and you are responsible for compliance with all applicable laws.