Amélio inc. - Subscription Terms / EULA - Version 2.0 - Effective June 18, 2026
These Subscription and End User License Terms (the "Terms" or "EULA") form an agreement between Amélio inc. ("Amélio", "we") and the customer organization ("Customer", "you") that subscribes to, accesses or uses Amélio's Platform and Services. These Terms apply to all of Amélio's offerings, whether one-time (diagnostic), recurring (subscription), performance or free (Freemium), as well as to any third-party integration (including Microsoft Teams).
By accepting these Terms, you acknowledge that you have read them and agree to be bound by them. You accept the Terms: (i) by signing an Order Form that references them; (ii) by creating an account or activating access to the Platform; or (iii) by accessing or using the Platform, including under a Freemium offering or a third-party marketplace. If you accept on behalf of an organization, you represent that you have authority to bind it.
The terms below have the meanings set out, whether used in the singular or plural.
"Order Form" means any order form, proposal, service offer or subscription form signed or accepted by the Customer that references these Terms.
"Customer Data" means all information, data and content that the Customer or its Users transmit, upload, generate or collect through the Platform, including survey responses and the Personal Information of Users.
"Documentation" means the user documentation for the Platform made available by Amélio.
"Subscription Term" means the initial term of access to the Platform set out in the Order Form, together with any subsequent renewal.
"Freemium" means any version of the Platform made available by Amélio free of charge.
"Confidentiality Incident" means any unauthorized access to, use or disclosure of Personal Information, or any loss of or other compromise to such information.
"Active User Limit" means the maximum number of Active Users per month set out in the Order Form during the Subscription Term.
"Performance Module" means the performance management features (including evaluations, individual and team objectives, 360 feedback and self-assessments) and any related new features.
"Platform" means (i) the software-as-a-service platform offered by Amélio for human resources management; (ii) the Website; and (iii) all software, systems and infrastructure that Amélio uses to host and make the Platform available, including its third-party integrations.
"Personal Information" means any information about an identifiable natural person. The Platform requires no mandatory sensitive data within the meaning of applicable privacy laws; all Personal Information is provided voluntarily by the Customer.
"Services" means the subscription services, professional services (including analyses, workshops and presentations) and any other services provided by Amélio under the Order Form.
"Website" means the websites Amélio uses to offer the Platform, including amelio.co and app.amelio.co.
"User" means any individual authorized by the Customer to access and use the Platform, including the Customer's employees, managers, HR administrators and other collaborators.
"Active User" means any User with "active" status in the Platform.
"Excess Users" means the number of Active Users per month exceeding the Active User Limit.
The agreement between the parties consists of: the Order Form(s), these Terms, Amélio's privacy policy (incorporated by reference) and, where applicable, any data processing addendum (DPA) entered into between the parties.
In the event of conflict, the order of precedence is: (i) a signed DPA prevails for matters of personal data protection; (ii) the Order Form prevails for the commercial items it expressly sets out (price, term, scope, Active User Limit); (iii) these Terms prevail for all else.
3.1 Grant. Subject to payment of amounts due and compliance with these Terms, Amélio grants the Customer a non-exclusive, non-assignable, non-transferable and revocable license to access and use the Platform during the Subscription Term, for its internal human resources management purposes, within the scope and Active User Limit set out in the Order Form.
3.2 Restrictions. The Customer shall not, and shall not permit any third party to: (a) resell, rent, lend, sublicense or make the Platform available to third parties; (b) copy, modify, translate, decompile, disassemble or attempt to access the source code of the Platform, except as permitted by law; (c) circumvent or disable security measures; (d) use the Platform in violation of applicable laws, or to upload unsolicited sensitive data; (e) introduce malicious code or impair the integrity or performance of the Platform.
3.3 Reservation of rights. The Platform is licensed, not sold. Amélio reserves all rights not expressly granted to the Customer under these Terms.
These Terms apply to all offerings. The specific terms below apply according to the offering selected in the Order Form.
4.1 Recurring subscription. The Subscription Term and renewal terms are those set out in the Order Form. Unless the Order Form states otherwise, the subscription renews automatically for successive periods of equal length, unless the Customer gives Amélio written notice of non-renewal at least fifteen (15) days before the expiry date. Renewal pricing is Amélio's then-current pricing, unless a price freeze is expressly set out in the Order Form. If, during the Subscription Term, the number of Active Users exceeds the Active User Limit, Excess Users are billed at the rate set out in the Order Form.
4.2 One-time diagnostic. The diagnostic is a one-time Service. Access to the results platform is provided for the period set out in the Order Form, by default twelve (12) consecutive months from launch. No automatic renewal applies to a one-time diagnostic: upon expiry, access ends unless a new Order Form is entered into.
4.3 Performance Module and new features. Where a product, module or feature is not yet generally available at signing, the Customer may benefit from a test phase set out in the Order Form, by default two (2) months and limited to five (5) designated Users for functional validation. If, during or at the end of the test phase, the Customer reasonably determines in good faith that the product does not meet its needs, it may terminate without penalty by written notice given before the end of the phase, in which case any deposit paid is refunded in full. Absent such notice, or if the Customer deploys the product to its employees or uses it operationally, the product is deemed accepted and the agreement becomes fully enforceable, with no right of termination or deposit refund on that ground.
4.4 Freemium. Any Freemium offering is provided free of charge, "as is" and "as available", with no commitment as to availability, service levels or support. Amélio may modify, limit, suspend or discontinue a Freemium offering, in whole or in part, at any time and without liability. Section 6 (Service availability) does not apply to Freemium. The Customer may convert a Freemium offering to a paid subscription through an Order Form.
5.1 Pricing. Prices are those set out in the Order Form, in Canadian dollars unless otherwise stated, with applicable taxes in addition. Professional services fees are billed at Amélio's then-current hourly rate as at the date of the Order Form.
5.2 Invoicing. Invoices are payable within thirty (30) days of issuance, unless the Order Form provides otherwise. The Customer may not withhold or set off amounts owed under the agreement.
5.3 Late payment. Any late payment bears interest at one and one-half percent (1.5%) per month, compounded monthly, or the maximum rate permitted by law if lower, plus applicable collection costs, until paid in full.
5.4 Suspension for non-payment. Amélio may suspend the Customer's access to the Platform, on ten (10) days' notice, until all amounts due are paid in full. Such suspension does not relieve the Customer of its payment obligations.
6.1 Amélio uses commercially reasonable efforts to operate and maintain the Platform so that it is available twenty-four (24) hours a day, seven (7) days a week, except during scheduled maintenance. Amélio makes no guarantee of result as to continuous availability, error-free operation or speed of the Platform.
6.2 Backup and replication strategies are in place to ensure service continuity. Customer Data is backed up at regular intervals, three (3) times per day.
6.3 Detailed service level commitments, where applicable, are set out in a separate service level agreement (SLA) that supplements these Terms.
7.1 Term. The term of the agreement is that set out in the Order Form.
7.2 Termination by the Customer. The Customer may terminate its subscription at any time, on notice to Amélio. The Customer nonetheless remains responsible for payment of the amounts set out in the Order Form for the Subscription Term, without reduction or refund, unless the Order Form provides otherwise. Where a multi-year commitment is terminated before expiry, an early termination fee equal to fifteen percent (15%) of the total amount remaining payable at termination is due; termination takes effect thirty (30) days after written notice. This Section 7.2 does not apply to termination during a test phase under Section 4.3.
7.3 Termination for default. Either party may terminate the agreement upon a material breach by the other party that is not cured within thirty (30) days of written notice describing it.
7.4 Suspension. Amélio may suspend access to the subscription Service, on electronic or telephone notice, if the Service: (i) is subject to denial-of-service attacks or other disruptive activity; (ii) is used to carry out such attacks or activity; (iii) compromises the security of the Service or other elements; or (iv) harms third parties or Amélio. Amélio will use efforts to promptly resolve the issues causing the suspension.
7.5 Survival. Provisions that by their nature should survive termination or expiry remain in effect, including Sections 5, 8, 9, 10, 11 and 13.
8.1 Roles of the parties. The Customer acts as controller of the Customer Data. Amélio acts as processor and processes Customer Data only to provide the Services and in accordance with the Customer's documented instructions.
8.2 Purpose of use. Amélio will not use, or allow the use of, Customer Data to contact any individual or business, except on the Customer's instructions, and only to provide the subscribed Services.
8.3 Privacy policy. The collection, use and disclosure of Personal Information are governed by Amélio's privacy policy (amelio.co/privacy and amelio.co/fr/entente-de-confidentialite), incorporated by reference into these Terms.
8.4 Security. Amélio maintains commercially appropriate administrative, physical and technical safeguards to protect Customer Data against accidental destruction, loss, alteration, unauthorized disclosure and unauthorized access. These safeguards include SOC 2 Type II certification, secure cloud hosting, encryption, access controls and penetration testing performed by an external cybersecurity firm.
8.5 Confidentiality Incident. Amélio notifies the Customer without undue delay upon becoming aware of a Confidentiality Incident affecting Personal Information, providing the information reasonably necessary for the Customer to meet its own obligations, and cooperates in the investigation, mitigation and remediation.
8.6 Hosting and international transfers. Customer Data is hosted in Canada (Canada East cloud region). Amélio relies on transfer mechanisms recognized by applicable law, including adequacy decisions where they apply. Where Personal Information originates from the European Economic Area, the United Kingdom or another jurisdiction that so requires, the parties put in place appropriate safeguards, including the standard contractual clauses adopted by the European Commission, in a data processing addendum (DPA) that Amélio makes available on request.
8.7 Retention and deletion. At the end of the agreement, and in order to enable longitudinal tracking of results and a possible renewal, Amélio may, by default, retain the Customer Data for a maximum of five (5) years following the last survey, or convert the account to Freemium mode, in accordance with its privacy policy. On the Customer's written request, Amélio deletes the Customer Data within thirty (30) days. As Amélio keeps rotating backups for three (3) months, Customer Data may persist in those backups for a maximum of four (4) months after the deletion request, after which it is permanently erased, subject to any legal retention obligation. Amélio will not access Customer Data contained in rotating backups following such a request, except for a legitimate access purpose.
8.8 Aggregated and anonymized data. Amélio may use Customer Data in aggregated and irreversibly anonymized form to operate, improve and develop its Services, including its engagement analytics models and an industry benchmark that aggregates data across all customers for comparative reference. Once irreversibly anonymized, such data does not identify the Customer or any individual and ceases to constitute Personal Information. The Customer consents to this use and to the publication of aggregated, anonymized analyses.
8.9 United States. To the extent applicable, Amélio acts as a "service provider" within the meaning of the California Consumer Privacy Act (CCPA/CPRA) and equivalent state laws, processes Personal Information solely to provide the Services, and does not "sell" or "share" Personal Information.
8.10 Confidentiality. Each party undertakes, during the term and thereafter, not to disclose the other party's confidential information, except to its personnel or agents who have a "need to know" and are bound by confidentiality obligations at least as protective as these Terms. Confidential information does not include information that: (i) is or becomes public other than through a breach of these Terms; (ii) is lawfully received from a third party without a confidentiality obligation; or (iii) must be disclosed under law or order, in which case the party required to disclose notifies the other to the extent permitted.
9.1 Amélio ownership. Amélio owns all right, title and interest, including intellectual property rights, in the Platform, the Services, the Documentation and any content provided by Amélio. The Customer acquires no ownership rights therein.
9.2 Customer Data. The Customer retains all rights in the Customer Data. It grants Amélio a limited license to host, process and use the Customer Data solely as necessary to provide the Services and perform the agreement.
9.3 Feedback. If the Customer provides suggestions or feedback about the Platform, Amélio may use them freely, without restriction or obligation to the Customer.
The parties acknowledge that Sections 10 and 11 reflect a fair allocation of risk and are an essential basis of the agreement. Amélio makes the Platform, its features, data and application programming interfaces (APIs) available to the Customer "as is" and "as available". To the extent permitted by law, and subject to applicable mandatory obligations, Amélio gives no warranty, express or implied, statutory or otherwise, including as to merchantability, fitness for a particular purpose, non-infringement, reliability, security, accuracy or results arising from use of the Platform. It is the Customer's responsibility to assess whether the Platform meets its needs.
11.1 Cap. Amélio's total aggregate liability relating to the agreement will not in any event exceed the total amounts actually paid by the Customer to Amélio during the twelve (12) months preceding the event giving rise to liability.
11.2 Excluded damages. Amélio will not in any case be liable for indirect, consequential, special or punitive damages, including loss of actual or anticipated profits, loss of data or harm to reputation.
11.3 Exceptions. The limitations in Sections 11.1 and 11.2 do not apply in cases of (i) fraud, (ii) intentional fault attributable to Amélio, or (iii) wilful and material breach of the confidentiality obligations set out in these Terms.
11.4 Third-party products. Amélio disclaims all liability for third-party products or services used by the Customer. Its licensors are likewise released from all liability under these Terms.
12.1 Third-party integrations. The Customer may choose to use the Platform with third-party products, services or platforms (for example Microsoft Teams). These third-party elements are governed by their respective providers' terms and are used at the Customer's sole responsibility.
12.2 Marketplace and Microsoft Teams application. Where the Customer installs or uses the Amelio for Microsoft Teams application, or accesses the Platform through a third-party marketplace or platform (including Microsoft Teams and Microsoft Graph), its use is also subject to that platform's terms. The platform provider (including Microsoft) is not a party to these Terms and assumes no liability or warranty in respect of them. The application accesses third-party platform data only within the scope of the permissions granted by the Customer and its Users, and the Customer is responsible for granting and revoking such permissions.
12.3 Export compliance. The Customer undertakes to use the Platform in compliance with applicable export control and sanctions laws.
13.1 Customer reference. The Customer grants Amélio the right to add the Customer's name and logo to its client list and Website. Amélio will cease such use upon written notice from the Customer.
13.2 Force majeure. Neither party is liable for any delay or failure caused by an event beyond its reasonable control, including natural disasters, acts of government, floods, fires, earthquakes, civil unrest, acts of terrorism, strikes or other labour disputes (other than those involving its own employees), failures of Internet service providers, or unavailability of third-party websites.
13.3 Assignment. The Customer may not assign the agreement without Amélio's prior written consent. Amélio may assign the agreement to an affiliate or in connection with a merger, reorganization or sale of assets.
13.4 Changes to the Terms. Amélio may update these Terms and publishes the current version online. For material changes, Amélio notifies the Customer by reasonable means. Continued use of the Platform after a change takes effect constitutes acceptance. For an ongoing subscription, material changes take effect at the next renewal.
13.5 Severability, entire agreement and notices. Any provision found unlawful or unenforceable is severed, with the remainder continuing in full force. The agreement constitutes the entire agreement between the parties and supersedes all prior communications, written or oral. Notices are given in writing, including by email to the parties' contact details.
13.6 Governing law and jurisdiction. The agreement is governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the courts of the judicial district of Montreal (Quebec, Canada), unless the Order Form expressly provides for other governing law or forum.
13.7 Language. The parties have expressly required that these Terms and all related documents be drawn up in English where the Order Form so provides. For Customers established in Quebec, a French version prevails unless the Order Form states otherwise.
Amélio inc., 16240 rue de l'Esplanade, Mirabel, Quebec J7N 0Y8, Canada. Phone: 1-888-610-5610. Email: [email protected]. For any question regarding personal information protection, see Amélio's privacy policy.