Workland ATLAS SME Terms & Conditions

These Terms of Service govern a customer’s acquisition and use of WORKLAND (together with its Affiliates as defined herein, “Workland”) software, free trials and/or services. By mutually executing an Order Form with WORKLAND that references these Terms of Service or by accepting these terms in connection with registering for use of the ATLAS software services, a customer agrees to these Terms of Service and the applicable Order Form (together, the “Agreement”). Client’s represent that the individual executing the Order Form is entering into this Agreement on behalf of the entity identified on the Order Form (“Client”) and that the individual executing the Order Form has authority to bind the Client to this Agreement.

WORKLAND’s direct competitors are prohibited from accessing the software and/or services provided by WORKLAND, with no exception. In addition, the software and services may not be accessed for the exclusive purpose of monitoring performance, functionality, or for any other benchmarking or competitive purposes. WORKLAND reserves the right to verify, audit, and monitor access and usage at any time in order to ensure compliance with these restrictions, and may take immediate remedial action, including suspension or termination of access, in the event of a breach.

These Terms of Service were last updated September 30th, 2025. WORKLAND reserves the right to periodically modify these Terms of Service upon written notice to Client, and such modification will become effective immediately.

1. Access Grant.

1.1 Provision of Access. Subject to all the terms and conditions of this Agreement, WORKLAND will provide Client with a non-exclusive, non-transferable, non-sublicensable right to access the generally available software services and support described in the applicable Order Form and other products and services WORKLAND may provide to the Client in connection with the provision of WORKLAND software services (the “Services”) during the Service Term identified in the Order Form (“Service Term”), solely for Client’s internal use. The Services are accepted upon delivery and will work in accordance with WORKLAND’s published documentation in the Customer Center (“Documentation”). Client may use the Services for the benefit of any entity controlling, controlled by, or under common control with a party hereto, where “control” means the ownership of more than fifty percent (50%) of the voting securities in such entity (“Affiliate”). This Agreement and the access provided hereunder are non-transferable, except as expressly provided herein. WORKLAND retains all rights not expressly granted to the Client pursuant to this Agreement. Clients may be subject to usage limitations for certain services and use in excess of the usage limitations will be subject to additional fees. Any usage limitation(s) are accepted by Client and Client hereby acknowledges that these limitations may impact the fees paid by the Client.

1.2 Client Use of the Services. Client will not, and will not permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services, Documentation or data related to the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Services; use the Services for timesharing or service bureau purposes or for any purpose other than its own benefit; rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party; remove any proprietary notices from the Services or Documentation; use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person; or use the Services other than in accordance with this Agreement and in compliance with all applicable laws and regulations. Client will cooperate with WORKLAND in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as WORKLAND may reasonably request. Client will also cooperate with WORKLAND in establishing a password or other procedures for verifying that only designated employees of Client have access to any administrative functions of the Services. Client will designate an employee who is the account owner and will be responsible for all matters relating to this Agreement (“Primary Contact”) in the initial Order Form.

1.3 Modification of Services. WORKLAND will not materially decrease the overall functionality of the Services.

1.4 Future Functionality. Client agrees that Client’s subscription to the Service and acceptance of this Agreement are not contingent on the delivery of any future functionality or features.

1.5 Limited Trial Access. In the case where Client has elected to participate in a trial of the ATLAS SME Platform, WORKLAND grants to Client a limited, non-exclusive, non-transferable, worldwide right for Client to access and use, and to permit its authorized users to access and use, certain features of the Services, solely for internal business purposes, in accordance with the Documentation (“Limited Trial Access”) for a period of up to sixty (60) days (the “Limited Trial Access Period”). For Clients with Limited Trial Access, Sections 7.1 and 8.2 of these Terms do not apply.

2. WORKLAND’s Responsibilities.

2.1 Service Levels. WORKLAND will use commercially reasonable efforts to provide customer support and maintain platform uptime of at least 97.5%.

2.2 Data Protection and Security.

2.2.1 Safeguards. WORKLAND will implement and maintain reasonable administrative, physical and technical safeguards that are designed to prevent any unauthorized use, access, processing, destruction, loss, alteration, or disclosure of any of Client’s data, including any applicant or employee data furnished by Client (“Client Data”) as may be held or accessed by WORKLAND.

2.2.2. Access to Systems. To the extent required to enable certain ATLAS functionality, Client may in Client’s sole discretion provide WORKLAND access to Client systems, including, without limitation, email providers, job boards and other relevant third parties, solely for the purpose of providing the Services. For the avoidance of doubt, access to systems by WORKLAND will require, in each instance, provisioning of access by Client and only to the extent that Client determines such access is required. Client consents to WORKLAND contacting third party vendors and acting on behalf of Client for the purpose of enabling integrated functionality of the Services and such third party vendor services where reasonably required to provide the Services.

2.2.3 Changes in Data Protection Laws. Client understands that it has an independent duty to comply with any and all Laws applicable to it. If any variation to the Agreement between the Parties is required to maintain compliance with changes to applicable data protection laws, the Parties will negotiate necessary variations to this Agreement in good faith to address changes.

3. Fees and Payment.

3.1 Fees. Client will pay WORKLAND the applicable fees and expenses described in the Order Form (collectively, “Fees”) in accordance with the terms of this Agreement. If Client believes that WORKLAND has billed Client incorrectly, Client must contact WORKLAND no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared, to receive an adjustment or credit. Inquiries should be directed to Support@worklandatlas.ca. Except as expressly set forth in this Agreement, all Fees are non-cancellable and non-refundable.

3.2 Renewal Service Term Fees. Fees for each Renewal Term may be increased by WORKLAND at any time. WORKLAND reserves the right to change the Renewal Service Term fees or applicable charges and to institute new charges and fees at the end of any Service Term which is either monthly or yearly. Without limiting the foregoing, any Renewal Service Term in which the subscription volume or products for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior Term’s per-unit pricing and may result in a larger increase in per unit pricing.

3.3 Charges. Fees will be invoiced and charged on the schedule identified in the applicable Order Form via the method of payment identified on the Order Form, which may include credit card. Where no schedule is identified, Fees will be charged on the effective date of the Order Form and are due upon receipt, unless other payment terms are identified on the Order Form.

3.4 Taxes. All amounts payable under this Agreement are exclusive of taxes. The Client shall be responsible for all applicable taxes, including the Goods and Services Tax (GST), the Québec Sales Tax (QST), and any other sales, excise, or similar taxes imposed by any governmental authority, whether existing or enacted in the future.

3.5 Specific terms - ATLAS SME Accounts. ATLAS SME Accounts are billed directly to the Client and not as part of Workland’s enterprise-level software subscription model. Workland may set separate pricing tiers, usage limits, and billing cycles for ATLAS SME Sub-Accounts at its sole discretion. SME Sub-Accounts are subject to restricted access compared to enterprise accounts, including but not limited to limits on candidate profiles, job postings, communications, and excluded platform modules. Workland may adjust such restrictions at any time without notice.

3.6 Suspension for non-payment. In the event of full or partial non-payment of fees owed to Workland by the due date, Workland reserves the right to immediately suspend access to the ATLAS SME account and all related services, without prior notice or liability to the Client.

Access may be reinstated only upon receipt of full payment of all outstanding amounts, including any applicable late or administrative fees.

4. Intellectual Property.

4.1 WORKLAND IP. Except as expressly set forth in this Agreement, WORKLAND will own and retain all right, title and interest in and to (a) the Services, including all software, improvements, enhancements, modifications, or proprietary methodologies thereto, (b) any software, applications, inventions, methodologies, or other technology developed as part of any professional services (as set forth in an Order Form mutually executed by both parties hereto that references this Agreement) or support, and (c) all intellectual property rights related to all of the foregoing. This Agreement does not grant Client (i) any rights to the Intellectual Property Rights in the Services or (ii) any rights to use the WORKLAND trademarks, logos, domain names, or other brand features. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.

4.2 Client Data. CUSTOMER RETAINS ALL RIGHTS, TITLE AND INTEREST IN ITS CUSTOMER DATA, AND THIS AGREEMENT DOES NOT GRANT WORKLAND ANY RIGHTS TO CUSTOMER DATA OR THE INTELLECTUAL PROPERTY RIGHTS EMBODIED IN CUSTOMER DATA EXCEPT FOR THE LIMITED RIGHTS EXPRESSLY SET FORTH IN THIS AGREEMENT.

4.3 Feedback. Notwithstanding anything to the contrary, if Client or any of its employees or contractors provide WORKLAND with any ideas, suggestion(s), enhancement requests, feedback and/or recommendation(s) regarding the Services, including without limitation, new and/or improved features or functionality relating thereto (”Feedback”), WORKLAND is free to use and disclose such Feedback without any obligation to Client or such employees or contractors and to incorporate into any existing or future products or features.

5. Confidential Information.

5.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Client includes Client Data; Confidential Information of WORKLAND includes the Services, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

5.2 Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, WORKLAND may disclose the terms of this Agreement and any applicable Order Form to a subcontractor to the extent necessary to perform WORKLAND’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.

5.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to Confidential Information.

6. Warranty.

6.1 General Warranties. WORKLAND warrants to Client that Services under this Agreement are provided in compliance with all applicable Canadian federal, provincial and municipal laws. WORKLAND warrants that the Services will conform to the Documentation provided. WORKLAND represents and warrants that (i) it has sufficient right, title and interest in the Services in order to provide the Services pursuant to the terms and conditions of this Agreement, and (ii) its execution and performance of this Agreement will not violate or conflict with any obligation it has to any third party.

6.2 Third Party Services. The foregoing warranty does not apply to, and WORKLAND strictly disclaims all warranties with respect to connections and/or links to non-embedded services, products and professional services that are provided and sold to Client by third parties which interoperate with or are used in connection with the Service, including, without limitation, via application programming interfaces (collectively, “Third Party Services”). Any exchange of data or other interaction between Client and Third Party Services is solely between customer and the operator of such Third Party Services, and is governed by customer’s agreement with such Third Party Services provider.

6.3 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WORKLAND HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WORKLAND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CUSTOMER ACKNOWLEDGES THAT WORKLAND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WORKLAND IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, APPROPRIATENESS, OR LEGALITY OF DATA, USER POSTS, OR ANY OTHER INFORMATION POSTED BY A USER.

7. Mutual Indemnification.

7.1 WORKLAND Indemnification. WORKLAND will indemnify, defend, and hold Client harmless from and against all third-party claims, and all losses, damages, liabilities, and expenses, in each case, that are paid or payable to such third parties pursuant to such claims (including reasonable attorneys’ fees and expenses), to the extent arising out of or resulting from any third-party claim or allegation that the Services infringe or misappropriate such third party’s patent, trademark, trade secret, copyright, or other intellectual property rights. WORKLAND’s obligations pursuant to this Section 7.1 will not apply, however, to the extent that such claim is caused by: (i) Client’s use of the Services other than in accordance with the terms of this Agreement; (ii) Client’s failure to use or implement corrections or enhancements to the Services made available free of charge to Client by WORKLAND, (iii) customized portions or components of the Services designed and provided to Client accordance with Client specifications, (iv) modification of the Services that have not been performed by or on behalf of WORKLAND, and/or (v) combination of the Services with other products, services, processes or materials not supplied by WORKLAND (including, without limitation, Client Data).

7.2 Client Indemnification. Client will indemnify, defend, and hold WORKLAND harmless from and against all third-party claims, and all losses, damages, liabilities, and expenses, in each case, that are paid or payable to such third parties resulting from such claims (including reasonable attorneys’ fees and expenses), to the extent arising out of or resulting from any third-party claim or allegation that the Client Data and/or Client’s provision thereof to WORKLAND violates such third-party’s patent, trademark, trade secret, copyright, or other intellectual property or proprietary right(s), or any claim that Client has violated any applicable law(s), regulation(s), or the rights of any employee or candidate.’

7.3 Indemnification Procedure. As a condition to the indemnifying party’s obligations pursuant to this Section 7, the indemnified party must: (i) promptly notify the indemnifying party in writing of all indemnifiable claims; (ii) provide the indemnifying party with reasonable assistance to settle or defend such claims, at the indemnifying party’s own expense; and (iii) grant to the indemnifying party the right to control the defense and/or settlement of such claims, at the indemnifying party’s own expense; provided, however, that: (1) the failure to so notify, and/or provide assistance will only relieve the indemnifying party of its obligation to the indemnified party to the extent that the indemnifying party is prejudiced thereby; (2) the indemnifying party will not, without the indemnified party’s consent (such consent not to be unreasonably withheld or delayed), agree to any settlement that: (x) makes any admission of wrongdoing on behalf of the indemnified party; or (y) consents to any injunction against the indemnified party (except an injunction relating solely to the indemnified party’s continued use of any infringing Service); and (3) subject to the foregoing, the indemnified party will have the right, at its expense, to participate in any indemnifiable claim and to be represented by legal counsel of its choosing, but will have no right to settle a claim without the indemnifying party’s written consent.

7.4 Sole Remedy. THIS SECTION 7 SETS FORTH CUSTOMER’S SOLE REMEDIES AND WORKLAND’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

8. Limitation of Liability.

8.1 Limitation of Damages. EXCEPT WITH RESPECT TO BREACHES OF SECTION 5 OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

8.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING OUT OF A PARTY’S INDEMNITY OBLIGATIONS, GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES, BE LIABLE TO THE OTHER PARTY FOR ANY REASON, WHETHER IN CONTRACT OR IN TORT, FOR ANY CLAIMS, SUITS, LIABILITY OR DAMAGES ARISING OUT OF OR BASED UPON THIS AGREEMENT, IN THE AGGREGATE, EXCEED THE GREATER OF THE AMOUNT ACTUALLY PAID BY CUSTOMER TO WORKLAND UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, OR FIVE HUNDRED CANADIAN DOLLARS ($500) REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT.

8.3 Limitation of Claims. Any claim or cause of action arising out of or related to use of the Service or to the Agreement must be filed within one (1) year after such claim or cause of action arose, or be forever waived.

8.4 Limitation on data use. Workland shall have no liability whatsoever arising out of or relating to this Agreement, the Services, or the use of any candidate data, whether in contract, tort, equity, or otherwise. Client expressly waives any right to seek damages or remedies of any kind against Workland, except to the extent such exclusion is prohibited by applicable law.

8.5 HR law compliance. The Client acknowledges and agrees that it is solely responsible for ensuring its compliance with all applicable employment, labor, human rights, privacy, and other workplace-related laws, regulations, and standards in connection with its use of the Services. WORKLAND does not provide legal or regulatory advice and shall have no responsibility or liability for the Client’s compliance (or failure to comply) with such laws. For greater certainty, the Client is solely responsible for all of its public job related content, review, approval, and use of any candidate information, communications, or hiring decisions made through or in connection with the Services.

9. Term and Termination.

9.1 Term; Renewal; Cancellation/Non-Renewal.

This Agreement will remain in full force and effect for the Service Term specified in the applicable Order Form and, unless otherwise stated in the Order Form, will automatically renew for additional periods equal in length to the initial Service Term (each, a “Renewal Service Term,” and together with the initial Service Term, the “Term”), subject to Section 3.2.

9.2 Client Cancellation. The Client may cancel its subscription at any time through the Client Center. Any such cancellation will be treated as a notice of non-renewal and will become effective at the end of the then-current Service Term identified on the Order Form; Services will continue until that date. Client remains responsible for all fees applicable to the then-current Service Term. Unless required by law or expressly stated in the Order Form, fees paid are non-refundable and no credits are provided for partial periods.

WORKLAND Notice. WORKLAND may elect not to renew, or may terminate the Services effective at the end of the then-current Service Term, by providing at least thirty (30) days’ advance written notice.

Alternative Notice Methods. Either party may also provide a non-renewal/termination request by email to the other party’s billing/contact address listed on the Order Form, for Workland at support@worklandatlas.ca.

9.3 Suspension. Notwithstanding anything to the contrary in this Agreement, WORKLAND may impose limitations on bandwidth usage, and/or temporarily suspend Client’s and any user authorized by Client to access to any portion or all of the Services if WORKLAND reasonably determines that (i) there is a threat to or attack on any of the Services; (ii) Client’s or any Client’s users use of the Services for purposes other than supporting Client hiring activities, abuses, disrupts or poses a security risk to the Services or to any other customer, integration partner or vendor of WORKLAND, or violates any applicable third party agreements; or (iii) Client is in breach of its obligation to pay any Fees due under the Agreement (collectively, “Service Suspension(s)”). WORKLAND will provide notice of a Service Suspension arising under Section 9.2(i) or Section 9.2(ii) as soon as reasonably possible. Prior to suspension of service pursuant to sub-Section (iii) above, WORKLAND will provide Client with notice of non-payment and the amount due in the Services (“Non-payment Notice”). Unless the amount has been paid, WORKLAND reserves the right to suspend Client access to the Services seven (7) calendar days after such Non-payment Notice. WORKLAND will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client or any Clients user may incur as a result of a Service Suspension.

9.4 Termination. In addition to any other express termination right set forth in this Agreement: i. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party breaches any material provision of this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or ii. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (iii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, and such proceeding is not dismissed within one hundred twenty (120) days of institution; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business without a successor.

9.5 Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Client shall immediately discontinue use of and/or access to the Service(s). No expiration or termination will affect Client’s obligation to pay all Fees that have become due before the effective date of such expiration or termination, or entitle Client to any refund, except that Client will be entitled to a refund of unused Fees as of the date of termination to the extent that termination is caused by a material breach of the Agreement by WORKLAND.

9.6 Data. After the expiration of the Term, Client Data will no longer be accessible and will be deleted in accordance with WORKLAND’s data retention policy.

9.7 Survival. Any terms and conditions of this Agreement that by their nature or otherwise reasonably should survive termination, cancellation or other expiry of this Agreement shall survive any termination, cancellation or other expiry of this Agreement.

10. Data access & accuracy

10.1. Definition of ATLAS SME Account. An “SME Account” means a limited-use account, under WORKLAND’s Main Account. ATLAS SME Accounts are provided solely for the Client’s internal recruitment-related activities, subject to the restrictions defined herein.

10.2 WORKLAND Authority. WORKLAND retains ultimate authority over all SME Accounts and may, at its sole discretion, view, manage, restrict, suspend, or terminate any SME Account without prior notice.

10.3 Feature Limitations. SME Accounts do not include the full feature set or modules available under Workland’s enterprise-level subscription. WORKLAND reserves the right to define and modify the modules, features, and limitations applicable to SME Accounts at any time.

10.4 Access to Candidate Data. By using an SME Account, the Client expressly acknowledges and agrees that WORKLAND may access, view, and process all candidate data stored within the SME Account for the purposes of providing services, troubleshooting, compliance oversight, analytics, and recruitment management.

10.5 Accuracy of Candidate Data. WORKLAND does not validate, monitor, or guarantee the accuracy, legality, or appropriateness of candidate data submitted by users. WORKLAND shall not be liable for any hiring decisions, communications, or disputes between SME Account clients, candidates, or third parties.

11. Miscellaneous.

11.1 Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the Service and supersedes all previous agreements, statements and understandings from or between the parties regarding the subject matter of this Agreement. This Agreement also supersedes any conflicting language contained in any applicable past or future purchase order regarding the subject matter of this Agreement.

11.2 Amendment. There will be no force or effect to any different terms of any related purchase order provided as part of payment processing, even if signed by the parties after the date hereof. No supplement, modification, or amendment of this Agreement will be binding unless executed in writing by a duly authorized representative of each Party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the Party claimed to have waived.

11.3 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing and to:

WORKLAND: 33 Prince Street #282, Montreal Quebec, H3C 2M7

Client: Billing Contact identified in the Order Form or any administrative contact identified by Client in the Services administrative settings.

11.4 Publicity. WORKLAND may use Client name or logo to identify you as a customer. Any further reference by WORKLAND, including in WORKLAND marketing materials requires the advance written permission of the Client. Use of Client’s name and logo will be revocable at any time by Client.

11.5 Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control.

11.6 Waiver. No failure to exercise, or delay in exercising, any rights, powers or remedies arising from this Agreement will operate or be construed as a waiver of the rights of such a party to demand full compliance with the terms of this Agreement. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever.

11.7 Severability. If any provision of this Agreement is declared invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability, the remainder of the agreement will remain valid and enforceable to the fullest extent permitted.

11.8 Dispute Resolution.

11.8.1 Governing Law; Submission to Jurisdiction. This Agreement is governed by and constructed in accordance with the laws of the Province of Quebec without giving effect to any choice or conflict of law.

11.8.2 Negotiation. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, the parties will use their best efforts to settle the dispute. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.

11.8.3 Binding Arbitration. If the parties do not reach such solution within a period of sixty (60) days, then, upon notice by either party to the other, all disputes shall be finally settled by binding arbitration taking place in Montreal, Quebec. Each of the parties to this Agreement hereby agrees and consents to such venue and waives any objection thereto. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. The prevailing party shall be entitled to an award of reasonable attorney fees. An award of arbitration may be confirmed in a court of competent jurisdiction sitting in Montreal, Quebec.

11.9 Assignment. Client may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of WORKLAND, which shall not be unreasonably withheld, or conditioned. Any purported assignment or delegation in violation of this Section will be null and void. WORKLAND may freely assign and/or transfer this Agreement. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and ensures to the benefit of the Parties and their respective permitted successors and assigns.

11.10 Privacy Alignment The processing of Candidate Data is governed by the Workland Privacy Policy, which is incorporated herein by reference

If you have any questions regarding WORKLAND, the practices of this site or software, or your dealings with us, please feel free to email us at support@worklandatlas.ca.

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