Definitions
- CH
- Compliance Health Technologies Inc. (“we”, “us”, “our”).
- Services
- The Compliance Health platform (including “Monitor”), websites, and any related professional services.
- Customer
- The entity or individual that orders or uses the Services.
- Customer Data
- Data submitted to the Services by or for Customer, including personal information and documents.
Accounts & acceptable use
- Customer is responsible for account activity under its control, including maintaining the confidentiality of credentials and enforcing least‑privilege access.
- Customer will not upload malicious code, infringing or unlawful content, or attempt to probe/scan the platform except under an agreed testing program.
- Customer will use the Services only in compliance with applicable laws and policies referenced on our Trust Centre.
Privacy & data processing
Our Privacy Policy describes how we handle personal information. Where CH processes Customer Data on Customer's behalf, CH acts as a service provider/processor and will:
- Process Customer Data only to provide the Services and as documented by Customer.
- Implement appropriate technical and organizational measures described on our Security Overview.
- Use vetted subprocessors and remain responsible for their performance.
- Notify Customer without undue delay upon confirmation of a security incident involving Customer Data.
- Delete or return Customer Data upon termination, subject to legal obligations.
A Customer‑specific Data Processing Addendum (DPA) is available on request and forms part of any ordering document that incorporates these Terms.
Intellectual property
CH and its licensors own all right, title, and interest in and to the Services, including software, documentation, and know‑how. Customer retains all rights in Customer Data. By submitting feedback, Customer grants CH a non‑exclusive, worldwide, royalty‑free license to use the feedback to improve the Services.
Fees & taxes
Fees (if any) are set out in an ordering document or online plan. All fees are exclusive of applicable taxes. Unless otherwise stated, invoiced amounts are due within thirty (30) days. Late payments may accrue interest at the lesser of 1.5% per month or the maximum allowed by law.
Availability & support
We strive to operate a reliable service. From time to time, we may offer preview or beta features; such features are provided “as is” and may be modified or discontinued at any time. Specific support or service‑level commitments (if any) will be set out in a separate SLA.
Third‑party services
Customer's use of third‑party tools integrated with the Services is subject to those third parties' terms. CH is not responsible for third‑party services that are not part of the Services.
Warranties & disclaimers
CH warrants that it will provide the Services in a professional and workmanlike manner. Except as expressly stated in these Terms, the Services are provided “as is” and CH disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non‑infringement.
Indemnification
CH will defend Customer against third‑party claims alleging that the Services, as provided by CH, infringe a third party's intellectual property rights, and will pay any resulting damages finally awarded (or settlement amounts approved by CH), provided that Customer promptly notifies CH and cooperates in the defense. This obligation does not apply to claims arising from Customer Data or combinations with items not provided by CH.
Limitation of liability
To the maximum extent permitted by law: (a) neither party will be liable for any indirect, incidental, special, consequential, or punitive damages; and (b) each party's total aggregate liability arising out of or related to the Services will not exceed the amounts paid or payable by Customer to CH for the Services giving rise to the claim in the twelve (12) months preceding the event giving rise to liability.
Term, suspension & termination
- These Terms begin when you first access the Services and continue until terminated.
- Either party may terminate for material breach not cured within thirty (30) days after written notice.
- CH may suspend access immediately for security reasons, legal compliance, or misuse.
- Upon termination, CH will delete or return Customer Data per the Privacy Policy/DPA, and Customer will cease use of the Services.
Governing law & venue
These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict‑of‑law principles. The courts located in Calgary, Alberta will have exclusive jurisdiction over disputes, and each party consents to such jurisdiction.
Changes to these Terms
We may update these Terms from time to time. Changes will be effective upon posting. If changes are material, we will provide reasonable advance notice to existing customers.
Contact
Questions about these Terms can be sent to legal@compliancehealth.ca.