Upfinity Inc. Last updated: July 27, 2026 · Effective: July 27, 2026
These Terms of Service (the "Terms") form a binding agreement between Upfinity Inc., a company incorporated in Ontario, Canada ("Upfinity", "we", "us"), and the organisation that creates an account to use Upfinity Talent (the "Platform"). That organisation is referred to as the "Client" or "you".
By creating an account, accessing the Platform, or clicking to accept, you confirm that you have authority to bind your organisation and that you accept these Terms, the Privacy Policy, and the Data Processing Agreement ("DPA"), each incorporated by reference.
If you do not accept, do not use the Platform.
Candidates who complete an assessment are not party to these Terms. Candidate use is governed by the notices presented during the assessment and by the Privacy Policy.
The Platform provides recruitment workflow tooling, which may include: sending and managing candidate assessment invitations; delivering timed technical assessments; automated scoring; AI-assisted analysis of candidate responses and résumés; résumé intake from connected email accounts; and management of interview and final-assessment stages.
We may modify, add, or remove features. We will give reasonable advance notice of changes that materially reduce core functionality.
Beta and preview features. Features identified as beta, preview, or early access are provided as-is, may be changed or withdrawn without notice, and are excluded from any service commitments.
Account creation. Access requires an approved account request. We may approve or decline any request at our discretion.
Administrator roles. Each Client account has one Owner, who may invite and remove additional administrators. The Owner is responsible for maintaining an accurate administrator list and removing access promptly when a person leaves the organisation.
Your responsibilities. You must: keep credentials confidential; not share accounts between individuals; use a strong, unique password; notify us immediately at privacy@upfinity.ca of any suspected unauthorised access; and ensure everyone using your account complies with these Terms. You are responsible for all activity under your account.
Our access. We access Client data only to provide, secure, and support the Platform, to comply with law, or with your instruction. Access is limited to authorised personnel and logged.
This section is important. The Platform is a tool; you remain responsible for your hiring.
You are the controller. For all candidate personal information you process through the Platform, you are the data controller (or equivalent) and Upfinity is your processor. You are responsible for establishing a lawful basis for processing, providing required notices to candidates, and honouring their rights. The DPA governs this relationship.
Lawful and fair hiring. You are solely responsible for compliance with all employment, anti-discrimination, and human rights laws applicable to your hiring, including but not limited to: Canadian federal and provincial human rights legislation; US federal and state law including Title VII, the ADA, and the ADEA; EU equal treatment directives; and any law governing the use of automated tools in employment decisions.
Automated employment decision tools. Where your use of the Platform is subject to laws governing automated employment decision tools — including New York City Local Law 144, the Colorado AI Act, the Illinois AI Video Interview Act, the EU AI Act, or successors — you are responsible for compliance, including any required bias audit, candidate notice, accommodation process, and record-keeping. We will provide information reasonably available to us to support your compliance. We do not provide legal advice and do not warrant that your use complies with these laws.
Human review is required. You must not use Platform scores or AI-generated analysis as the sole basis for rejecting, disqualifying, or otherwise making a decision that significantly affects a candidate. A qualified person in your organisation must review candidate information before any such decision is made or communicated. You must provide human review of an outcome on candidate request.
Accommodation. You are responsible for providing reasonable accommodations to candidates with disabilities, including alternatives to timed or monitored assessment where required. The Platform's timing and integrity-monitoring features are configurable; you must configure or bypass them as accommodation requires.
Candidate data you supply. You confirm you have the right to provide any candidate information you upload or import, including résumés, contact details, and prior review records.
You must not:
We may suspend access immediately where we reasonably believe there is a material breach of this section, a security risk, or a legal requirement to do so. Where practical we will give notice and an opportunity to remedy.
[Pricing and plan structure, billing period and payment terms, taxes, late payment, price changes, renewal/cancellation, and refund policy — pending your commercial model.]
Ours. Upfinity owns the Platform, including its software, design, assessment question banks, scoring methodology, and all related intellectual property. Nothing in these Terms transfers ownership. We grant you a non-exclusive, non-transferable, revocable licence to use the Platform for your internal recruitment during the term.
Yours. You retain ownership of all data you or your candidates submit ("Client Data"). You grant us a limited licence to host, process, transmit, and display Client Data solely to provide and support the Platform, to secure it, and to meet legal obligations.
Aggregated and anonymised data. We may generate and use aggregated, anonymised statistics derived from Platform use — for example assessment difficulty calibration, completion rates, and scoring distributions — to operate and improve the Platform. Such data contains no personal information and does not identify you or any candidate. We do not use Client Data to train third-party AI models, and we contract with our AI sub-processors to prohibit such use.
Feedback. If you send suggestions, we may use them without restriction or obligation.
Each party will protect the other's confidential information with at least reasonable care, use it only for purposes of this agreement, and disclose it only to personnel and advisers who need it and are bound by confidentiality. This does not apply to information that is public through no breach, independently developed, or lawfully received from a third party. Disclosure required by law is permitted with prior notice where lawful.
The DPA governs our processing of candidate personal information on your behalf. In the event of conflict between the DPA and these Terms regarding personal data processing, the DPA prevails.
Retention. Data is retained per the schedule in the Privacy Policy and any retention settings you configure, subject to the limits we impose to meet our own legal obligations.
Deletion on termination. On termination, Client Data is made available for export via the Platform's API (Section 2) immediately on request. Following termination or the expiry of the applicable retention period, we delete or anonymise Client Data within a commercially reasonable period, not to exceed 90 days, except where retention is required by law. Backups are purged on our standard rotation cycle, up to [PERIOD] thereafter.
Sub-processors. Our current sub-processors are listed at /subprocessors. We will give at least 30 days' notice before adding a new sub-processor, and you may object on reasonable data protection grounds; if we cannot resolve the objection, you may terminate the affected service without penalty.
The Platform is currently provided without a formal service level commitment.
We perform maintenance from time to time and will give advance notice of planned maintenance likely to cause material disruption where reasonably practicable.
The Platform is provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
We specifically do not warrant that:
AI output is decision-support, not a decision. Scores, summaries, and recommendations are generated by probabilistic systems, may contain errors, and may reflect biases. You must apply independent human judgement.
Some jurisdictions do not permit exclusion of certain warranties; in those jurisdictions, our warranties are limited to the minimum extent required by law. Nothing in these Terms limits consumer rights that cannot be waived under applicable law.
To the maximum extent permitted by law:
Excluded damages. Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or anticipated savings, however caused.
Cap. Each party's total aggregate liability arising out of or relating to this agreement is limited to the greater of (a) the fees paid or payable by you to Upfinity in the twelve months preceding the event giving rise to the claim, or (b) [CAD $X — a floor figure is required where fees may be nil during a trial or pilot].
Exclusions from the cap. These limits do not apply to: a party's breach of confidentiality obligations; your indemnity obligations under Section 13; either party's gross negligence, wilful misconduct, or fraud; your payment obligations; or liability that cannot be limited by law (including death or personal injury caused by negligence).
Hiring outcomes. We are not liable for any hiring decision you make, for any claim brought by a candidate arising from your hiring process, or for any consequence of your reliance on Platform output.
You will defend, indemnify, and hold harmless Upfinity and its officers, employees, and agents against any third-party claim, and any resulting losses, damages, liabilities, and reasonable legal costs, arising from:
We will notify you promptly of any claim, give you control of the defence (subject to our right to participate with our own counsel at our expense), and provide reasonable cooperation at your expense. You may not settle a claim in a way that imposes obligations on us without our written consent.
We will defend and indemnify you against any third-party claim that the Platform, as provided by us and used in accordance with these Terms, infringes that party's intellectual property rights, subject to the same procedural conditions.
Term. These Terms apply from account creation until terminated.
Termination for convenience. Either party may terminate on 30 days' written notice. [Fee treatment on early termination — pending Section 6.]
Termination for cause. Either party may terminate immediately on written notice if the other materially breaches and fails to cure within 30 days of notice, or becomes insolvent or subject to bankruptcy proceedings.
Suspension. We may suspend access immediately where required by law, where there is a material security risk, where use breaches Section 5, or for non-payment after notice.
Effect. On termination, your licence ends and access ceases. Data export and deletion follow Section 9. Sections 7, 8, 9, 11, 12, 13, 15, and 16 survive.
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict of laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
The courts of Ontario, Canada have exclusive jurisdiction, and each party submits to that jurisdiction — except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
Mandatory consumer protection and data protection rules in a Client's own jurisdiction may override this clause, particularly in the EU.
Entire agreement. These Terms, the Privacy Policy, and the DPA are the entire agreement and supersede prior discussions.
Order of precedence. DPA (for personal data processing) → these Terms → Privacy Policy → any order form, unless an executed order form expressly states otherwise.
Changes. We may update these Terms. For material changes we will give at least 30 days' notice by email to account administrators or in-Platform. Continued use after the effective date constitutes acceptance. If you do not accept, you may terminate before the change takes effect.
Assignment. You may not assign these Terms without our written consent, not to be unreasonably withheld. We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets, on notice.
Subcontracting. We may use subcontractors and sub-processors, and remain responsible for their performance.
Force majeure. Neither party is liable for failure to perform (other than payment obligations) due to events beyond reasonable control.
Severability. If a provision is unenforceable, it is modified to the minimum extent necessary, or severed, and the rest remains in effect.
No waiver. Failure to enforce a provision is not a waiver.
Independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
Notices. To Upfinity: privacy@upfinity.ca [+ registered address — needed, see below]. To you: the email addresses of your account administrators.
Publicity. We will not use your name or logo publicly without your prior written consent.
Language. If offering services in Quebec: Les parties ont exigé que la présente convention soit rédigée en anglais. Quebec's Charter of the French Language, as amended by Law 14, imposes French-language requirements on contracts of adhesion.
Upfinity Inc. 140 Carlton Street, Toronto, ON, M5A 3W7, Canada Contact: privacy@upfinity.ca