Hadaly
LEGAL

Terms and Conditions

Your affirmative act of using our website located at hadaly.ai (and any associated linked sites) or our services ('Hadaly') means that you agree to the following terms and conditions of use. If you do not agree, do not use Hadaly.

1. Modifications to the Terms of Use

We may modify these Terms of Use at any time. If you continue to use Hadaly after we have posted changes to these Terms of Use, you are indicating your acceptance of the new terms. You will always have access to our Terms of Use and can review them at any time. By reloading this page, you will have the most current version available.

2. Changes to Hadaly

We may discontinue or change any service or feature on Hadaly at any time without prior notice.

3. The Hadaly Database

We obtain information for our database from government and other sources in various ways, including: directly from government websites and APIs, public data sets, or through Freedom of Information requests. We devote a great deal of time, effort, and even money to acquiring these data and transforming them into a usable and actionable resource. We claim no rights over the information we receive from government sources, and we attribute it whenever possible. However, we do claim rights over the database we have created and the value we add to the data.

4. Redistribution of Data

You may not use data-mining techniques, robots or similar data gathering and extraction tools on Hadaly Content, sublicense, assign, transfer, sell, loan or otherwise distribute Hadaly Content for a fee without our prior written consent. You may not circumvent the mechanisms included in Hadaly Content to prevent unauthorized reproduction or distribution of Hadaly Content. Except as otherwise expressly authorized by the preceding paragraph, you agree not to sell any of the services or information obtained from Hadaly.

5. Copyright and Ownership

All content on Hadaly, including, but not limited to, texts, graphics, logos, button icons, images, audio clips, data compilations, and software, and the selection and arrangement thereof, is the property of Hadaly or its content suppliers and is protected by Canadian and international copyright laws. The compilation of all content on Hadaly is the exclusive property of Hadaly and is protected by Canadian and international copyright laws.

6. Third-Party Sites and Advertisers

Hadaly may include links to third-party websites. You agree that Hadaly is not responsible for the activities that take place on any website you access through links on Hadaly. Any transactions you have with advertisers found on Hadaly are between you and the advertiser, and you acknowledge and agree that we are not liable for any loss or claim that you may have against an advertiser.

7. Registered Users

Certain services, such as claiming a business or the ability to add business reviews, are available only to registered users of the Hadaly website and require you to log in with an email and password to use them. If you register as a user (a 'Subscriber') of any of Hadaly's features, during the registration process, you may be asked to click on 'Register Now', 'Submit', or a similar button; clicking on such a button will further confirm your agreement to be legally bound by these Terms of Use.

8. Access and Security

You accept responsibility for the confidentiality and use of any email address you use to register for your access and use of our services. You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Hadaly of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session.

8.1 Modification of the Terms of Use

We may revise and update these Terms of Use from time to time at our sole discretion. All changes are effective immediately when we post them and apply to all subsequent uses of the site. Your continued use of Hadaly following the posting of revised Terms of Use means that you accept and agree to the changes.

8.2 Governing Law and Jurisdiction

All matters relating to Hadaly and these Terms of Use, and any dispute or claim arising therefrom or related thereto, shall be governed by and construed in accordance with the internal laws of the Province of Quebec, Canada, without giving effect to any choice or conflict of law provision or rule.

8.3 Waiver and Severability

Hadaly's waiver of any term or condition of the Terms of Use shall not be construed as a continuing or further waiver of such term or condition. If any provision of the Terms of Use is found by a court to be invalid, illegal or unenforceable, such provision shall be modified to reflect the parties' intention or eliminated to the minimum extent necessary.

8.4 Entire Agreement

The Terms of Use, our Privacy Policy, and any other legal notices published by us on Hadaly, constitute the entire agreement between you and Hadaly concerning the use of the platform.

9. Your Feedback and Concerns

By submitting ideas, content, suggestions, documents and/or proposals ('Contributions') to Hadaly via our contact page, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Hadaly is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Hadaly is entitled to use or disclose such Contributions for any purpose, in any manner, in any media worldwide.

10. Termination

At your request, your account can be deleted from Hadaly. You can delete your account at any time (if you do not have an active paid subscription) by visiting your Profile page. If you have requested deletion of your account, we will delete all data associated with your account. An account cannot be deleted if it has an active paid subscription. You agree that Hadaly may, without notice to you, immediately terminate, limit your access to, or suspend your Hadaly account for any reason.

11. Emails

By creating an account with Hadaly, you agree that Hadaly may use your e-mail address to send you marketing materials, service-related notices, important information messages, special offers, etc. You may unsubscribe by clicking on the link provided in the e-mails. Hadaly may update these rules at any time.

12. Data Analytics and Aggregated Insights

12.1 Definitions

  • a) "Customer Data" means any information, file, or data, including metadata and activity logs, that a user uploads to, stores in, or generates through the Hadaly services.
  • b) "Aggregated Data" means data derived from Customer Data or usage information that has been de-identified and combined with data from other sources so that no individual or organization can be identified.

12.2 License Granted by the User

By submitting or generating Customer Data on the platform, you grant Hadaly a worldwide, non-exclusive, royalty-free license to access, copy, store, and process your Customer Data; and to extract, transform, and anonymize that data for the purpose of creating Aggregated Data.

12.3 Ownership of Aggregated Data

Hadaly exclusively owns all rights, title, and interest in and to Aggregated Data and may use it for research, development, product improvement, benchmarking, analytics, or marketing; and sell, license, publish, redistribute, or otherwise commercialize it, provided it remains anonymized and aggregated.

12.4 No Personal or Confidential Information

Aggregated Data will not contain personal information or any confidential data that could reasonably identify a user, client, or company, directly or indirectly.

12.5 Regulatory Compliance

Hadaly will process Customer Data and Aggregated Data in compliance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy legislation; and where the EU General Data Protection Regulation (GDPR) applies, rely on Hadaly's legitimate interests (Article 6 (1)(f)) as the legal basis for processing Aggregated Data.

12.6 Right to Object

You may object at any time to Hadaly's future use of your Customer Data for creating Aggregated Data by sending a written request. Hadaly will cease further aggregation of your data upon receipt of a valid objection; this will not affect Aggregated Data already produced.

12.7 Survival

Hadaly's rights to Aggregated Data, and Sections 12.3–12.6, will survive termination or expiration of this Agreement, so long as the data remains aggregated and anonymized.

13. Hadaly Business Search and Enrichment

For the purposes of this article, "Hadaly" means LOGICIELS HADALY INC., a company registered in Quebec under business number 1177916393, with its establishment located at 6795 Marconi Street, Suite 200, Montreal, Quebec H2S 3H8, Canada.

13.1 Scope

This article applies to the search, mapping, recommendation, ranking, enrichment, unlocking, and export features relating to Canadian businesses and their professional contacts, offered in particular on hadalycfo.com, hadaly.ai, and app.hadaly.ca (the "Search Services"). It supplements the other Terms of Use. In the event of a conflict, it prevails only with respect to the Search Services. The Search Services are reserved for professional or commercial use connected to a genuine acquisition, financing, partnership, advisory, or business-transfer project. They are not offered for personal, family, or household purposes. The user represents that they are at least eighteen (18) years of age and have the authority to bind the organization on whose behalf they act. The Search Services are designed to search for businesses and contacts located in Canada. The user must not use them to target persons located outside Canada without Hadaly's prior written authorization.

13.2 Definitions

  • "Professional Contact" means a natural person acting in the course of their employment, business, or profession, including an executive, director, owner, partner, or representative.
  • "Business Data" means information relating to a legal person, company, or business, including its identity, sector, size, location, estimated growth, and corporate status.
  • "Enriched Data" means professional contact details, roles, ownership or management relationships, source information, verification statuses, and other data added or matched by Hadaly.
  • "Estimated Results" means scores, ranges, rankings, probabilities, and estimates of value, age, growth, or transfer likelihood, or other inferences produced through statistical, algorithmic, or artificial-intelligence methods.
  • "Combined Score" means a search-assistance indicator based on several pieces of information relating to the business and its context, including its relevance to a business-takeover project and certain transferability indicators. It does not constitute confirmation that the business is for sale or that its owner wishes to sell it.
  • "Hadaly Data" means the Business Data, Enriched Data, Estimated Results, compilations, interfaces, methodologies, and metadata made accessible through the Search Services.

13.3 Nature of the Service

The Search Services are tools to assist in identifying, prioritizing, and analyzing businesses that may be relevant to a professional project. Hadaly may modify features, criteria, models, suppliers, and sources in order to improve the service, subject to its applicable contractual commitments. The presence of a business in the Search Services does not mean that it is for sale, that it is considering a transfer, that its owner wishes to be contacted, or that Hadaly represents it. Hadaly does not act as a broker, intermediary, agent, legal adviser, investment adviser, or representative of the targeted business, except where a separate written mandate expressly so provides.

13.4 Sources and Nature of the Data

Hadaly Data may come from information publicly accessible on the Internet, including government registries, open data sets, company websites, professional directories, and publicly available professional publications. Hadaly may also produce matches, calculations, estimates, and inferences from this information. Hadaly does not seek to collect contact details or information whose visibility the person concerned has limited to a private account or a restricted circle. Hadaly claims no ownership rights over raw data belonging to the public domain or to a third party. Hadaly does, however, retain all rights relating to the selection, verification, organization, matching, metadata, models, compilation, and added value of its database. Information that is publicly accessible is not necessarily free of all restrictions. Access provided by Hadaly constitutes neither confirmation of the consent of the person concerned, nor an authorization to contact them, nor a guarantee that the intended use is permitted.

13.5 Limited Right of Access

Subject to payment of the applicable fees and compliance with these Terms, Hadaly grants the user a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access Hadaly Data and to use it internally for the authorized purposes. Export rights, volumes, API calls, unlocks, and access durations depend on the displayed plan or applicable order form. Estimated owner age ranges may be viewed within Hadaly, but they may not be exported, reproduced in a list, or redistributed. No purchase, subscription, or unlock transfers ownership of the database or of any data set. The user may retain only the data reasonably necessary for their project and must delete it when it is no longer necessary or when Hadaly so notifies them.

13.6 Permitted Uses

Subject to applicable laws, the user may use Hadaly Data to:

  • conduct internal research and pre-selection of businesses in connection with a genuine, documented project;
  • perform preliminary analysis, subject to independent verification and due diligence;
  • communicate individually with a Professional Contact where the message is relevant to their role, respects their reasonable expectations, and rests on consent, an exemption, or another valid legal basis;
  • share a limited amount of data with their employees and professional advisers who are bound by confidentiality and involved in the same project.

13.7 User Responsibility

The user alone determines why, when, and how they use a Professional Contact or any Hadaly Data. As soon as they view, unlock, export, copy, combine, or use such data for their own purposes, they act as an independent controller of that processing and assume all resulting obligations. Hadaly is not responsible for the content, timing, frequency, or legality of communications made by the user. The user represents and warrants that they:

  • have a valid legal basis before any use;
  • limit the data used to what is necessary;
  • provide the required notices to the persons concerned;
  • respect rights of access, rectification, erasure, and objection;
  • keep the necessary records regarding consents, exemptions, and deletions;
  • implement appropriate security measures.

13.8 Electronic and Telephone Prospecting

The user must comply with all applicable Canadian rules, including Canada's Anti-Spam Legislation ("CASL"), the Unsolicited Telecommunications Rules, the National Do Not Call List, the Competition Act, and Canadian federal and provincial privacy laws. Before each commercial email, text message, or other electronic message, the user must verify and document the applicable express or implied consent. An address published online is not necessarily sufficient to authorize a communication. Where the user relies on conspicuous publication, they must in particular demonstrate that the address was published without a statement refusing unsolicited messages and that the message is relevant to the recipient's professional functions. Every communication must:

  • clearly identify the sender and the organization on whose behalf they act;
  • provide valid contact information;
  • honestly present the purpose of the communication;
  • avoid any misleading representation;
  • offer a simple, functional mechanism for refusing future communications.

The user must process any objection within the legal deadline, record it on their own internal suppression list, and must not circumvent a suppression or block provided by Hadaly. For calls, the user remains responsible for their registration and, where required, their subscription to the National Do Not Call List, for verifying exemptions, and for complying with the Telemarketing Rules. The fact that a number is presented as professional does not automatically exempt the user from all applicable rules.

13.9 Prohibited Uses

It is prohibited to use the Search Services or Hadaly Data to:

  • send mass, automated, misleading, or indiscriminate messages;
  • make unauthorized automated calls or engage in any form of spam;
  • harass, intimidate, threaten, monitor, or stalk a person;
  • communicate repeatedly after an objection;
  • contact a person for personal purposes or without a reasonable connection to their professional role;
  • make an adverse decision or determine eligibility in matters of employment, credit, insurance, housing, education, health, or essential services;
  • target, exclude, disadvantage, or pressure a person solely or primarily because of their actual or estimated age or any other protected ground;
  • infer, create, or enrich sensitive categories, including health, political opinions, religion, sexual orientation, biometrics, government identifiers, or personal financial situation;
  • sell, rent, assign, publish, redistribute, or make the data available to a third party;
  • build a directory, commercial list, competing product, or enrichment service intended for third parties;
  • scrape, index, or extract the Services by means of a robot, script, extension, unauthorized interface, or excessive API calls;
  • circumvent limits, credits, access controls, suppression lists, or technical measures;
  • reverse-engineer or attempt to identify proprietary models or weightings;
  • use Hadaly Data to train or evaluate a competing model without written authorization;
  • impersonate anyone or claim to represent Hadaly or the targeted business;
  • suggest that a business is for sale when no verification confirms it;
  • use information whose visibility the person had limited to a private account or a restricted circle;
  • commit or facilitate any illegal, fraudulent, defamatory, or unfair activity.

13.10 Estimated Age Range

The age presented by Hadaly is an estimate displayed as a range. It does not constitute confirmation of the person's date of birth or actual age. This range is produced from publicly accessible indicators and may be inaccurate, incomplete, or outdated. The estimated age range may be viewed within Hadaly, but it may not be exported or redistributed. The user must never rely exclusively on an estimated age range to contact, target, exclude, disadvantage, or pressure a person.

13.11 Combined Score

The Combined Score is a search-assistance indicator based on several pieces of information relating to the business and its context. It may in particular reflect a business's relevance to a takeover project and certain general transferability indicators. The Combined Score:

  • does not mean that the business is for sale;
  • does not mean that its owner wishes to sell;
  • does not constitute a definitive assessment of the person or the business;
  • must not be used alone to make a decision producing legal or significant effects;
  • must be accompanied by independent verification and human analysis.

13.12 Accuracy and No Guarantee

Hadaly Data, age ranges, and Combined Scores are provided as assistance tools, based on the information available at the time they are produced. They may be incomplete, inaccurate, duplicated, outdated, or unsuited to a particular situation. Hadaly guarantees neither the identity or current status of an owner, nor the validity of any contact detail, nor the availability of a business, nor its interest in a transaction. No result constitutes a legal, tax, accounting, investment, or financing opinion, an official valuation, a background check, an offer, or a purchase recommendation. The user must carry out their own verifications and obtain appropriate professional advice. Hadaly does not guarantee any contact, response, meeting, financing, acquisition, savings, or return.

13.13 Correction, Objection, and Deletion

Hadaly may correct, mask, restrict, place on a suppression list, or remove data at the request of a person concerned, a source, or an authority. Where Hadaly notifies the user that data has been corrected, removed, or made subject to an objection, the user must, as soon as possible:

  • cease any use not required by law;
  • update their systems;
  • inform the persons to whom they may have transmitted that data, where required.

The user may not re-import, re-enrich, or obtain data from another source for the purpose of circumventing an objection. Minimal information may be retained in a secure suppression list solely to prevent renewed solicitation and to demonstrate compliance.

13.14 Data Provided by the User

The user remains the owner of the data they import or provide. They grant Hadaly, for the duration necessary to provide the Services, a non-exclusive licence to host, secure, match, verify, and process it in accordance with their instructions, these Terms, and the Privacy Policy. The user warrants that they are authorized to provide such data and that it does not contain sensitive or personal information that is not necessary for the declared purposes.

13.15 Credits, Unlocks, and Fees

Prices, volumes, credits, and unlock terms are those displayed at the time of purchase or set out in the applicable order form. Credits:

  • are valid for two (2) years from their date of acquisition;
  • are carried forward until they expire when unused;
  • have no monetary value;
  • are non-transferable;
  • may not be resold.

Where an unlock returns no information, the credit used is automatically refunded or re-credited. Where information has been provided, the credit is not automatically refunded because that data later proves to be inaccurate, outdated, or invalid, except in the case of an error attributable to Hadaly or where a legal obligation requires a refund. A credit is not refundable simply because the data obtained does not allow the person to be reached or does not lead to a transaction.

13.16 Monitoring and Suspension

Hadaly may, to the extent permitted by law, monitor usage metadata, volumes, exports, complaints, error rates, and other abuse signals in order to protect the Services and the persons concerned. Hadaly may require the user to demonstrate compliance, limit their volumes, block data, suspend or close an account, and preserve the elements necessary for an investigation where there are reasonable grounds to believe there is abuse, a breach, a risk to a person, or a request from an authority. In the event of a material breach, no compensation or refund is owed, except where a mandatory provision of law provides otherwise.

13.17 Indemnification

To the extent permitted by law, the user agrees to defend, indemnify, and hold harmless LOGICIELS HADALY INC., its officers, employees, affiliates, and suppliers from and against third-party claims, investigations, penalties, fines, damages, costs, and reasonable fees arising from:

  • their communications or their use of the data;
  • a violation of laws relating to privacy, prospecting, telecommunications, competition, or third-party rights;
  • a breach of this article;
  • the data and instructions they provide.

Hadaly must notify the user within a reasonable time and allow them to participate in the defence, subject to Hadaly's right to protect its interests.

13.18 Exclusions and Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, THE SEARCH SERVICES AND HADALY DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE". HADALY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND RESULTS. NEITHER PARTY IS LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, NOR FOR LOSS OF PROFITS, REVENUE, OPPORTUNITIES, REPUTATION, OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY. SUBJECT TO MANDATORY EXCEPTIONS, HADALY'S AGGREGATE LIABILITY RELATING TO THE SEARCH SERVICES IS LIMITED TO THE FEES PAID BY THE USER FOR THOSE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR AN ENTIRELY FREE SERVICE, THIS LIABILITY IS LIMITED TO ONE HUNDRED CANADIAN DOLLARS (CAD $100).

These exclusions and limitations do not apply to the extent the law prohibits applying them, in particular to intentional or gross fault or to bodily or moral injury. The use restrictions, deletion obligations, intellectual-property rights, indemnities, and limitations of liability shall remain in force after the suspension, termination, or expiry of access.