Terms of Service

Upfinity Inc.
Last updated: October 28, 2026 · Effective: October 28, 2026

1. Agreement

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.

2. The Platform

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 Features identified as beta, preview, or early access are provided as-is, may be changed or withdrawn without notice, and are excluded from any service commitments.

3. Accounts, access, and security

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.

4. Your obligations as an employer

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. You must manually review each candidate's initial assessment responses and results yourself, so that your review is complete. The AI-assisted interview and final-assessment stages are supplementary tools that add to, and do not replace, that manual review.

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.

Camera and screen capture. The "Lockdown" integrity level captures camera snapshots and screen images of candidates. You must tell candidates this before the assessment (the Platform shows a notice and requires the candidate to tick a consent box before the camera and screen steps), use it only where lawful in the candidate's location, offer an alternative to candidates who cannot or do not wish to be captured, and review images only for assessment-integrity purposes. Images are deleted automatically after the retention period you set (default 90 days).

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.

5. Acceptable use

You must not:

use the Platform for any unlawful, discriminatory, deceptive, or harassing purpose;
send assessment invitations to individuals who have not applied to or been contacted by your organisation about a role;
use the Platform to send unsolicited bulk email;
attempt to access another Client's data, or any part of the system you are not authorised to access;
probe, scan, or test the vulnerability of the Platform without our prior written consent;
reverse engineer, decompile, or attempt to derive source code, except to the extent this restriction is unenforceable by law;
resell, sublicense, or provide the Platform as a service to third parties without our written agreement;
use the Platform to build a competing product, or to extract assessment content or question banks for any purpose other than your own hiring;
upload malware, or content infringing another party's rights;
circumvent usage limits, rate limits, or security controls.

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.

6. Fees

Plans and credits. The Platform is provided on monthly subscription plans, and on custom Enterprise plans, as described on our pricing page or in an order form. Each plan includes a monthly allowance of credits (and any other included allowances stated for that plan, such as e-signature envelopes). One credit is consumed each time an assessment invitation is sent to a candidate, whether or not the candidate opens or completes it. Unless your plan or order form states otherwise, unused credits and allowances expire at the end of the billing period in which they were issued, do not roll over, and have no cash value. Additional credits and usage beyond your allowance are charged at the rates published for your plan.

Billing. Fees are charged in advance for each billing period to the payment method you have on file, through our payment processor (Stripe). You authorise us to charge that payment method for recurring subscription fees, additional credits, overage, and any taxes. Fees are stated in the currency shown on the pricing page, order form, or invoice, and exclude taxes.

Free trial. Where we offer a free trial, a payment method is required to activate it. Unless you cancel before the trial ends, your selected plan begins and your payment method is charged when the trial ends. A trial is limited to one per organisation, is provided strictly "as is" without warranty or service commitment, and we may modify, limit, or end a trial at any time.

Taxes. Fees exclude all applicable sales, use, goods and services, harmonised sales, value added, and similar taxes, which you must pay. If law requires you to withhold any amount, you will increase your payment so that we receive the full amount we would have received without the withholding.

Late and failed payments. If a payment fails or is overdue, we may retry the charge, suspend access after notice (Section 14), or both. Overdue amounts bear interest at 1.5% per month (18% per year) from the due date until paid, and you will reimburse our reasonable costs of collection, including legal fees. You may not withhold, set off, or deduct any amount owed to us. If you dispute a charge, you must notify us in writing within 30 days of the charge, failing which you waive the dispute. Initiating a chargeback or payment reversal without first contacting us is a breach of these Terms, and we may suspend access while it is pending.

Changes to fees and plans. We may change our fees, plans, credit allowances, and rates by giving at least 30 days' notice, effective from your next billing period. If you do not accept a change, you may cancel before it takes effect; continuing to use the Platform afterwards is acceptance.

Plan changes. Upgrades take effect immediately, and your payment method is charged the prorated difference for the rest of the current billing period. Downgrades take effect at the start of your next billing period, and no credit or refund is given for the current period.

Renewal and cancellation. Subscriptions renew automatically each billing period until cancelled. You may cancel at any time, effective at the end of the current billing period. We do not refund or credit any part of a billing period that has started.

No refunds. Except where these Terms expressly state otherwise or where law requires, all fees are non-refundable and non-cancellable, including fees for unused credits, unused allowances, and partial periods.

7. Intellectual property

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.

8. Confidentiality

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.

9. Data protection, retention, and deletion

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 overwritten on our backup provider's standard rotation cycle and are used only for disaster recovery.

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.

10. Availability and support

We target availability of the Platform of at least 99% in each calendar month, excluding planned maintenance and causes beyond our reasonable control. This is a target, not a guarantee, and no service credit or refund applies to downtime.

Escalation. If you experience an availability or functionality issue, report it to support@upfinity.ca. Our team will escalate it and will resolve the issue, or provide a workaround, within 24 hours of your report, subject to the nature and complexity of the issue, the information we reasonably need from you, dependencies on third-party providers, and circumstances beyond our reasonable control. Where full resolution within that time is not reasonably possible, we will provide a workaround or a status update within 24 hours and continue working until the issue is resolved. Escalation and resolution under this Section is your sole and exclusive remedy for any availability, performance, or functionality issue.

We perform maintenance from time to time and will give advance notice of planned maintenance likely to cause material disruption where reasonably practicable.

11. Disclaimers

Best-efforts basis. We provide the Platform and all related services on a commercially reasonable, best-efforts basis only. We make no guarantee of any result, outcome, availability, accuracy, or fitness for any purpose, and we are not responsible for any decision made by you or any candidate, or for any outcome that follows from using the Platform or its output.

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:

assessment scores, AI-generated analysis, or recommendations are accurate, complete, unbiased, or predictive of job performance;
the Platform will be uninterrupted, error-free, or secure against all threats;
assessment integrity features will detect all misconduct, or will not produce false signals;
your use of the Platform complies with employment, human rights, or AI-related laws applicable to you.

AI output is directional decision-support, not a decision. Scores, summaries, recommendations, interview outputs, and final-assessment outputs are generated by probabilistic systems, are directional only, may contain errors, and may reflect biases. You must apply independent human judgement and must not rely on any of them as complete, accurate, or sufficient on their own.

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.

12. Limitation of liability

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. Upfinity's total aggregate liability arising out of or relating to this agreement, the Platform, or any output of the Platform, whether in contract, tort (including negligence), statute, or otherwise, is limited to CAD $0. You acknowledge that our fees reflect this allocation of risk, and that you have chosen to rely on your own review and judgement rather than on any assurance from us. If a court of competent jurisdiction finds this limitation unenforceable, our total aggregate liability is instead limited to the lesser of CAD $100 and the fees you paid to Upfinity in the twelve months preceding the event giving rise to the claim.

Exclusions from the cap. The limits in this Section do not apply to: either party's gross negligence, wilful misconduct, or fraud; liability that cannot be limited by law (including death or personal injury caused by negligence); or your payment, indemnity, and confidentiality obligations, which are not limited by this Section.

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.

13. Indemnity

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:

your use of the Platform in breach of these Terms or applicable law;
any claim by a candidate relating to your hiring decisions, process, or communications;
your failure to obtain a lawful basis for processing candidate personal information, or to provide required notices;
your non-compliance with laws governing automated employment decision tools;
Client Data you supply, including any claim that it infringes a third party's rights.

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.

14. Term, suspension, and termination

Term. These Terms apply from account creation until terminated.

Termination for convenience. Either party may terminate on 30 days' written notice. Termination under this paragraph does not entitle you to a refund of fees already paid, except that if we terminate for convenience, we will refund prepaid fees for the unused part of the then-current billing period.

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. Section 6 (as to amounts owed) and Sections 7, 8, 9, 11, 12, 13, 15, and 16 survive.

15. Governing law and disputes

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.

16. General

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, or by post at the address in Section 17. 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. The parties have expressly required that these Terms and all related documents be drafted in English. Les parties ont expressément exigé que la présente convention et tous les documents connexes soient rédigés en anglais.

17. Contact

Upfinity Inc.
140 Carlton Street, Toronto, ON, M5A 3W7, Canada
Contact: privacy@upfinity.ca