ELO TERMS OF USE

Last update: 2022-06-01

The website and mobile application currently referred to as “Elo” (collectively, the “Platform“) is a virtual mentoring tool for professionals to interact with each other about their professions. Whether you are a mentee or a mentor (“you“), ELO MENTORAT (“Elo“, “we“, “us“, “our“) has taken care to set forth certain rules in this agreement (the “Agreement“) to ensure that your mentoring experience on the Platform runs smoothly. By accepting this Agreement when you create your account, you agree to all the terms and conditions described herein and agree to respect them at all times during the Term. 

Our Privacy Policy describes our privacy practices and is an integral part of the Agreement. By accepting this Privacy Policy when you create your account, you are consenting to the practices described herein. 

Before using the Platform, we invite you to carefully read the Agreement, including the Privacy Policy. If you choose not to comply with this Agreement or do not agree with what is stated in it, including the Privacy Policy, you must stop using the Platform.

1.1 Mentoring. The Platform is intended to be a space for dialogue: it aims to allow professionals to share their experiences and professional expertise with each other, in order to promote mutual aid and professional development (the “Mentoring”). To this end, the Platform provides general information on mentoring and professional development, a chat and messaging tool, as well as other information and tools that may be useful in your mentoring process.

1.2 Your Communications. Elo may, from time to time, monitor communications that take place through the Platform to ensure compliance with this Policy, including the Code of Conduct. However, none of the Indemnified Parties shall be liable for communications exchanged between users of the Platform, whether such communications are made through the Platform or through other means of communication.

1.3 Hyperlinks. The Platform may contain hyperlinks to external websites (the “External Site(s)“). You acknowledge and agree that none of the Indemnified Parties shall be responsible for such External Sites, including their availability, the accuracy of their content, or the products or services promoted or sold on them. Hyperlinks to External Sites do not imply any approval or endorsement by Elo of such External Sites. You assume all risks arising from your use of the External Sites. By using the Platform, you expressly release the Indemnified Parties from any and all liability arising from your use of any External Site.

1.4 No Warranty. The Platform is provided to you “as is” without warranty of any kind. To the fullest extent permitted by law, Elo disclaims all warranties, express or implied, including any warranty as to the non-infringement, accuracy, freedom from error or currency of the content available through the Platform. Without limiting the generality of the foregoing, Elo does not warrant that: (i) the Mentoring will meet your expectations; (ii) the Platform will be error-free; and (iii) the Platform will be compatible with, or remain compatible with, the browser or device you use. You are solely responsible for obtaining the necessary software to use the Platform and view its content.

2.1 Creating your account. Use of the Platform requires the creation of a user account. When creating your account, you agree to provide true and complete information about yourself as required by the registration process, and to update such information as necessary to keep it accurate. You must also choose a unique and secure password.

2.2 Your responsibility. You are entirely responsible for maintaining the confidentiality of your password and username. In addition, you are fully responsible for all activities that occur on or from your account. You agree to immediately notify Elo of any unauthorized activity that occurs on or from your account, and of any other breach of security. For clarity, and to the extent permitted by law, neither Indemnified Party shall be liable for any loss or damage of any kind that you may incur, directly or indirectly, as a result of someone else using, with or without your consent, your password, username, or account.

2.3 Your Account Security. Elo has implemented appropriate security measures to protect the Platform. However, Elo cannot guarantee that unauthorized third parties will not be able to defeat these security measures or make unlawful use of information you have provided that identifies you (collectively, “Personal Information”). To ensure maximum security, Elo recommends that you enable two-factor authentication from your user profile.

2.4 Access to your account. Elo will use its best efforts to provide access to your account. However, access to your account is dependent on the mobile and internet network to function. Elo assumes no responsibility for network unavailability or issues related to operating systems or the use of VPNs. In addition, Elo does not guarantee that your account will be free of bugs, inaccuracies, errors, or other harmful elements.

2.5 Our Limited Liability. Elo will not be liable for: (i) inability to access your account; (ii) misuse of your account; (iii) Internet network saturation; or (iv) malfunctions of the mobile devices you use.

3.1 Code of Conduct. At all times during the Term, you agree to abide by the following Code of conduct:

3.2 Failure to comply with the Code of conduct. Elo has no obligation to monitor full compliance with this Code of conduct. Notwithstanding, Elo reserves the right, in its sole discretion, to terminate this Policy and/or suspend your account if, in Elo’s opinion, you violate any of these Code.

4.1 Your Commitment to Privacy. In the course of your use of the Platform, you may have access to Personal Information and non-public information relating to users of the Platform. This could include, for example, Personal Information about another user such as their interests, academic and professional background and employer. In the context of this Agreement, all such information is considered confidential (the “Confidential Information”). In this context, you agree to keep confidential and not to use or disclose to third parties any Confidential Information unless you have obtained Elo’s prior written consent or such use is permitted by law. You also agree to: (i) use the Confidential Information only for the strict purposes of the Mentoring; and (ii) notify Elo promptly if you become aware of any unauthorized disclosure of any Confidential Information. You acknowledge and agree that this obligation of confidentiality shall survive the expiration or termination of the Agreement.

4.2 Your Representations and Warranties. You represent and warrant to Elo that: (i) you have the right and full authority to enter into this Agreement and perform the covenants contained herein; (ii) you are of the age of majority in your jurisdiction of residence; (ii) as between Elo and you, you own all right, title and interest in and to your Content; (iii) you have obtained all necessary authorizations, waivers and consents to write, share, disseminate and communicate your Content on the Platform, if any; and (iv) your Content does not violate any third party rights, including any intellectual property rights and publicity rights.

4.3 Your Obligation to Indemnify. You covenant and agree to defend, indemnify and hold harmless Elo and its affiliates and their respective directors, officers, employees and agents, if any (collectively, the “Indemnified Party”) from and against any and all actions, claims or demands of any third party (each, an “Indemnified Party”).You agree to defend, indemnify and hold harmless Elo and its affiliates and their respective directors, officers, employees and agents, if any (collectively, the “Indemnified Party”) from and against any and all actions, demands or claims of any third party (each, a “Claim”) for losses, damages, costs and expenses (including reasonable outside attorneys’ fees) arising out of or relating to a breach of your covenants, representations and warranties contained in this Agreement, or by law. The Indemnified Party shall promptly notify you in writing of any Claim and shall cooperate in the defense of such Claim. You may not agree to settle any Claim out of court without the prior written consent of the Indemnified Party

5.1 Your obligations. You agree to participate in Mentoring in a professional manner in accordance with this Agreement. Without limiting the generality of the foregoing, you agree to: (i) provide information, support and advice to Mentees/Mentors regarding your profession, professional experience and expertise, or professional development goals; (ii) listen to Mentees/Mentors and make yourself available, in order to establish and maintain a dynamic and mutually rewarding relationship; and (iii) respond diligently to those with whom you are matched and keep scheduled appointments, as appropriate.

5.2 Your Participation.. You acknowledge and agree that Mentoring hereunder is voluntary and unpaid. For clarity, nothing herein shall obligate Elo to pay you any compensation, fees or other benefits of any kind for the Mentoring you provide or agree to provide under the Agreement.

5.3 Your additional representations and warranties as a mentor. In addition to Section 4.2 of the Agreement, you represent and warrant to Elo that:(i) you have not been convicted of any professional misconduct or any criminal or penal offense, nor have you received any complaint with respect to the practice of your profession within the past ten (10) years; (ii) there are no agreements with any person, firm, company or authority that would interfere in any way with your undertakings under the Agreement (iii) you have the relevant professional experience and expertise to participate in the Mentoring process; and (iv) all information you may have provided to Elo for the purpose of participating as a mentoration you provide via the Platform is true, complete, and current.

6.1 Availability of the Platform. Subject to your full compliance with your obligations hereunder, Elo will make the Platform available to you for the purpose of facilitating connection and communication between mentees and mentors. However, Elo cannot guarantee the availability of the Platform at all times. In addition, Elo reserves the right at any time to modify, suspend, or discontinue the Platform without notice. Neither Indemnified Party shall be liable for any such modification, suspension or discontinuance.

6.2 Protection of your Personal Information. As part of your use of the Platform, you will share Personal Information with Elo. Elo’s collection, use, and disclosure of this Personal Information is more fully described in the Privacy Policy that you agreed to when you created your account, which is part of this Policy.

6.3 Our Limited Liability. To the extent permitted by law, and notwithstanding any provision to the contrary, neither Indemnified Party shall be liable for damages of any kind arising directly or indirectly from the use of the Platform, including any damages caused by or resulting from a mentor’s or mentee’s reliance on information accessible through the Platform, or resulting from any error, omission, interruption, defect, virus, delay in operation or transmission, or any failure in performance.

7.1 Our Trademarks. All trademarks (including words, phrases and logos) used by Elo to distinguish, or so as to distinguish, its products and services are, as between you and Elo, the exclusive property of Elo. Elo’s trademarks may not be reproduced or otherwise used, in whole or in part, without the prior written permission of Elo.

7.2 Our Platform.The Platform, including all original works published on it or otherwise made available to you, are, as between you and Elo, the exclusive property of Elo. Subject to the following sentence, you may not copy, distribute or otherwise use this content in whole or in part without the prior written permission of Elo. During the Term, Elo grants you a limited, non-exclusive, non-transferable right to access and use the Platform in accordance with this Policy.

7.3 Your Content. The Platform allows you to write, share and communicate comments, photos, documents, suggestions and other forms of original content (collectively, “Your Content”). For good and valuable consideration, which you acknowledge you have received, you grant Elo a non-exclusive license, without limitation as to time or territory, to reproduce, publish, communicate and generally use Your Content in connection with the operation of the Platform, whether or not for commercial purposes, without compensation or attribution.

8.1 Term. This Policy is effective when you accept it at the time of account creation and continues until terminated in accordance with the following section (the “Term“).

8.2 Termination of the Policy. Elo may terminate the Agreement or suspend your access to or use of the Platform (including your account) immediately, without notice and without liability, for any reason, including violation of this Agreement. Upon termination of the Agreement, your right to use and access the Platform, including your account, will cease immediately.

8.3 Survival of Certain Provisions. Provisions 1.4, 2.5, 4, 5.3, 6, 7, 8.3 and 9 shall survive the termination or expiration of this Agreement, as shall any other provision of this Agreement which by its purpose must survive such expiration or termination.

9.1 Assignment of the Policy.. You agree not to assign or otherwise transfer, in whole or in part, this Agreement without the prior written consent of Elo. This Agreement is binding on your successors and assigns and on Elo.

9.2 Force Majeure. Except for the covenants relating to confidentiality and privacy, you and Elo will be released from your respective covenants to the extent and for the period that you are unable or prevented from performing such covenants by unforeseeable circumstances beyond your control, and you will not be liable for any damages so suffered.

9.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein, without regard to conflict of laws codes. You irrevocably consent to the exclusive jurisdiction of the courts located in Montreal, Province of Quebec, for any dispute arising under this Agreement. 

9.4 Severability of the Agreement. If a court of competent jurisdiction determines that any provision of the Agreement, in whole or in part, is void, invalid, illegal or unenforceable, such determination shall not affect the remaining provisions of the Agreement, each of which is separate and severable.

9.5 Entire Agreement. This Policy, including the Privacy Policy, constitutes the entire agreement between you and Elo with respect to its subject matter and supersedes all prior agreements, understandings, representations and understandings, whether oral or written, relating to its subject matter. Elo reserves the right to modify this document at any time and for any reason, in which case the most current version of the Policy will be displayed on the Platform. You are responsible for complying with published updates to the Policy, if any. Your continued use of the Platform after the posting of the modified version of the Policy indicates your full acceptance of the Policy. The date of the last update of the Agreement is indicated at the top of the Agreement.

9.6 The relationship between the parties. This Agreement shall not be construed as creating any agency, association, business or corporation between the parties. It is expressly agreed that any notion of employment contract between the parties is expressly excluded from this Agreement.

9.7 The language of the Agreement In the event of divergence between the French and English versions of the Agreement, the French version will prevail.