Last updated: October 13, 2023
IF YOU RESIDE IN THE PROVINCE OF QUÉBEC, YOU ACKNOWLEDGE THAT THESE TERMS ARE AVAILABLE AND HAVE FIRST BEEN PROVIDED TO YOU IN FRENCH BUT THAT YOU HAVE EXPRESSLY AGREED FOR THESE TERMS TO BE CONCLUDED IN ENGLISH. VOUS RECONNAISSEZ QUE LES PRÉSENTES CONDITIONS D’UTILISATION SONT DISPONIBLES ET VOUS ONT D’ABORD ÉTÉ PRÉSENTÉES EN FRANÇAIS MAIS QUE VOUS AVEZ EXPRESSÉMENT ACCEPTÉ QUE LES PRÉSENTES CONDITIONS SOIENT CONCLUES EN ANGLAIS.
User ID; Account and Premium Services
To access certain features of the Valence Solution, you may be required to successfully sign up for a user account using the available interfaces of the services either by (i) establishing a username and password login credentials (the “Username”); or (ii) using the same sign-on credentials established for other third party applications and websites such as Google or Slack (“SSO Credentials” and together with Username, the “User ID”). If you establish a Username, you will keep your Username secure and will not grant access to or otherwise share your Username with any other person. You must provide us with true, accurate, current and complete information for your Username. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Valence Solution.
We reserve the right to disable any account or User ID on the Valence Solution at any time in our sole discretion. If we disable access to an account or User ID, you may be prevented from accessing the Valence Solution (or any portion thereof).
When you use or view the Valence Solution or send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail, by text message or by posting notices on the Valence Solution. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
If you elect to receive text messages through the Valence Solution, standard data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Valence Solution.
By creating an account to access the Valence Solution, you acknowledge and agree that Valence may send you service-related e-mails and text messages relating to your account, including service updates. These communications can be managed through user features made available through the Valence Solution from time to time. Your consent to receive communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. You may withdraw your consent to receive communications electronically by contacting us in the manner described below. If you withdraw your consent (excluding consent to receive marketing communications), from that time forward, you must stop using the Valence Solution. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email, telephone number or contact information so that you continue to receive all communications without interruption.
User Data, User Submissions, and Privacy
You grant to us and our affiliates and service providers, and each of our respective licensees, successors and assigns, an irrevocable, worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to access, collect, use, reproduce, host, transmit, and disclose any data, information, records or files that you load, transmit to or enter into, or that we collect from your access or use of the Valence Solution or that you otherwise make available to Valence, including through a third party service or technology, excluding any User Submissions for which subsection (c) below will apply (collectively, “User Data”): (i) to develop, enhance and make available the Valence Solution; and [(ii) to produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”). We and our affiliates and service providers, and each of our respective licensees, successors and assigns are free to create, use and disclose Aggregated Data during and after the Term for any purpose and without obligations of any kind.]
When you as a user post or publish Content that you upload, post, e-mail, or transmit to the Valence Solution or otherwise make available to Valence, including through a third party service or technology (“User Submission”), you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, a fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive, transferable and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, publicly display, and otherwise disclose to third parties, the User Submission (in whole or in part) on the Valence Solution or to incorporate it in other works in any form, media or technology now known or later developed, throughout the world without compensation to you, for the full term of any worldwide intellectual property right, including moral rights, that may exist in the User Submission. You further waive any moral rights or other rights of authorship as a condition of uploading, posting, e-mailing, or transmitting to the Valence Solution or otherwise providing to Valence, any of the User Submission. Our Valence Solution allow messaging and sharing of information in many ways, such as your profile, articles, group posts, links to news articles, blogs and messages. Information, User Data and User Submissions that you share or post may be seen by other users, Visitors or others (including off of the Valence Portal). You grant to each user or Visitor of the Valence Solution a non-exclusive, irrevocable, royalty free, fully paid up, perpetual license to access, view, copy and use your User Submission and your User Data through the Valence Solution. You grant to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, a fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive, transferable and fully sublicensable right (including any moral rights) and license to: (i) use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submission including after your termination of your account or the Valence Solution; and (ii) to create, produce or generate Aggregated Data. We and our affiliates and service providers, and each of our respective licensees, successors and assigns are free to create, use and disclose Aggregated Data during and after the Term for any purpose and without obligations of any kind.]
You understand and agree that you, and not Valence, are fully responsible for all of the User Submission, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. Valence is not responsible or legally liable to any third party for the content or accuracy of any of the User Submission or such content uploaded, posted, e-mailed, or transmitted to the Valence Solution or otherwise made available to Valence by any other user.
App Updates and Upgrades
Ownership of and License to the Valence Solution
Certain elements of the Valence Solution are protected by copyright. You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling the Valence Solution or any portion thereof or sharing or granting access in any of the foregoing to any third party for any purpose.
Any trademarks, graphics, logos or other commercial symbols appearing in or on the Valence Solution are the exclusive property of Valence (or its third-party suppliers or licensors) and may not be used in any manner without our express written consent.
Communications Not Confidential
We do not guarantee the confidentiality of any communications made by you through the Valence Solution. We do not guarantee the security of data transmitted over the internet or public networks in connection with your use of the Valence Solution.
Third Party Content, Websites or Services
Your interactions with organizations or individuals found on or through the Valence, including payment and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You agree that to the fullest extent permitted by applicable law Valence is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
Malicious Code and Security
The downloading and viewing of Content is done at your own risk. You are responsible for implementing safeguards to protect the security and integrity of your computer system or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system or mobile device that may be necessary as a result of your use of the Valence Solution.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE VALENCE SOLUTION AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE VALENCE SOLUTION IS AT YOUR OWN RISK. THE VALENCE SOLUTION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE ARE MAKING NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND WITH RESPECT TO THE VALENCE SOLUTION, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR THAT THE SITE OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY COMMUNICATIONS AND ANY THIRD-PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE VALENCE SOLUTION OR USED BY YOU IN CONNECTION WITH THE VALENCE SOLUTION, INCLUDING ANY THIRD-PARTY WEBSITE OR SERVICE YOU MAY USE TO SUBMIT YOUR USER SUBMISSIONS. VALENCE DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE VALENCE SOLUTION INCLUDING BUT NOT LIMITED TO THE CONTENT.
Limitation of Liability
Term and Termination