Compliance

Last Updated: March 9, 2025

1. INTRODUCTION AND ACCEPTANCE

1.1 Agreement

These Terms of Use (“Agreement” or “Terms”) constitute a legally binding contract between you, whether personally or on behalf of an entity (“Client,” “you,” or “your”), and Cloud Officer, a corporation incorporated under the laws of Quebec, Canada (“Company,” “we,” “us,” or “our”), concerning your access to and use of the Compliance Tool platform (the “Platform”), including any related websites, applications, tools, and services (collectively, the “Services”).

1.2 Acceptance of Terms

By accessing or using the Services or creating an account, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety. If you do not agree to these Terms, you must not access or use the Services.

1.3 Authority to Bind

If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement. In such case, “Client” or “you” shall refer to such entity.

1.4 Modifications

We reserve the right to modify these Terms at any time in our sole discretion. Any modifications will be effective immediately upon posting the updated Terms on the Platform. Your continued use of the Services following any modifications constitutes your acceptance of the modified Terms. We will make reasonable efforts to notify you of material changes via email or through the Platform at least thirty (30) days in advance.

2. DEFINITIONS

For the purposes of this Agreement:

“Account” means the registered user account created for or assigned to the Client to access the Services, whether created by the Company, by invitation from an authorized user, or through self-registration.

“Business Day” means a day that is not a Saturday, Sunday, or public holiday in the Province of Quebec, Canada.

“Client Content” means any data, information, text, or materials uploaded, submitted, or otherwise provided by the Client through the Services.

“Client Data” means the limited account information collected by the Platform, specifically email addresses, first names, and last names of authorized users.

“Compliance Frameworks” means regulatory and certification standards including, but not limited to, ISO 27001, SOC 2, CIS Controls, HIPAA, PCI DSS, GDPR, PIPEDA, CCPA, and similar frameworks. The Platform provides templates and documentation tools for these frameworks;
this does not mean the Platform itself is certified or designed to store data regulated by these frameworks (such as ePHI for HIPAA or cardholder data for PCI DSS).

“External Links” means hyperlinks or references to files hosted on the Client’s own external cloud storage services.

“Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights of any kind.

“Services” means the Platform and all related tools, features, templates, and documentation provided by the Company.

“Subscription Fee” means the recurring fee payable by the Client for access to the Services as set forth in the Terms of Sale.

“Templates” means all compliance-related content provided through the Services, including but not limited to procedure templates, processes, forms, documentation frameworks, checklists, policies, guides, and other materials.

3. DESCRIPTION OF SERVICES

3.1 Platform Overview

The Platform provides compliance management tools, including templates, processes, forms, documentation frameworks, and organizational resources designed to assist Clients in understanding and implementing compliance programs related to Compliance Frameworks.

3.2 Nature of Services - IMPORTANT DISCLAIMERS

THE SERVICES ARE PROVIDED FOR INFORMATIONAL AND ORGANIZATIONAL PURPOSES ONLY. The Platform provides Templates and procedural guidance that Clients may customize for their own use. You expressly acknowledge and agree that the Services:

(a) Do NOT constitute legal, regulatory, or compliance advice of any kind;

(b) Do NOT guarantee compliance with any law, regulation, standard, or Compliance Framework;

(d) Do NOT replace the need for qualified professionals (lawyers, auditors, compliance consultants) to assess and certify your compliance;

(e) Are NOT tailored to any specific jurisdiction, industry, or regulatory requirement;

(f) May NOT reflect the most current laws or standards, as these change frequently.

3.3 Service Availability

(a) Target Availability: The Company targets 99% Platform availability during normal business hours (Monday to Friday, 9:00 AM to 5:00 PM Eastern Time, excluding Canadian statutory holidays).

(b) Best Efforts: This is a target, not a guarantee. The Company will use commercially reasonable efforts to maintain availability but does not warrant uninterrupted access.

(c) Exclusions: Availability targets exclude: scheduled maintenance (with reasonable advance notice), emergency maintenance, events beyond our reasonable control (force majeure), third-party service outages, or issues caused by your systems or internet connectivity.

(d) No Service Credits: This availability target does not entitle you to service credits, refunds, or any other compensation for downtime.

(e) Bug Reports: You may report bugs or issues to info@cloudofficer.ca. We will use reasonable efforts to address reported issues, prioritizing critical issues affecting Platform functionality. We do not guarantee resolution timeframes.

(f) Feature Requests: We welcome feature suggestions but make no commitment to implement any requested features. All decisions regarding Platform development are at our sole discretion.

3.4 Client Sole Responsibility

You acknowledge and agree that:

(a) You are solely responsible for determining whether the Templates are appropriate for your specific circumstances and compliance requirements;

(b) You must seek qualified professional advice before implementing any compliance program;

(c) Compliance is your sole responsibility. You must engage qualified professionals to assess, certify, and maintain your compliance status;

(d) The Templates are starting points only and require customization and professional review;

(e) Any reliance on the Services is at your own risk.

4. ACCOUNT REGISTRATION AND SECURITY

4.1 Account Access

To access the Services, you must have an Account. You agree to provide accurate and complete information and to keep your Account information current.

4.2 Account Security

You are solely responsible for:

(a) Maintaining the confidentiality of your Account credentials, including passwords and any two-factor authentication methods;

(b) All activities that occur under your Account, whether or not authorized by you;

(c) Notifying us immediately at info@cloudofficer.ca of any unauthorized use of your Account or any other security breach.

4.3 Account Restrictions

You agree not to:

(a) Share your Account credentials with any third party;

(b) Create multiple Accounts for fraudulent purposes or to circumvent any restrictions;

(d) Sell, transfer, sublicense, or assign your Account access to any third party;

(e) Allow any unauthorized person to access or use the Services through your Account.

4.4 Account Responsibility

The Company is not responsible for any loss, damage, or liability arising from your failure to comply with this Section 4 or from any unauthorized access to your Account.

5. DATA AND PRIVACY

5.1 Limited Data Collection

The Platform collects and stores only limited Account information, specifically:

(a) Email addresses of authorized users;

(b) First and last names of authorized users;

(d) External Links to files stored on your external cloud storage services;

(e) IP addresses at login for security and compliance purposes;

(f) Technical logs for troubleshooting and security purposes.

5.2 No Storage of Client Files

THE PLATFORM DOES NOT STORE YOUR FILES OR DOCUMENTS. When you attach or link documents to the Platform, the Platform stores only External Links (hyperlinks or references) to files hosted on your own external cloud storage services (such as Google Drive, Microsoft OneDrive, Dropbox, SharePoint, or similar services).

You are solely and exclusively responsible for:

(a) The security, access controls, and configuration of your external cloud storage;

(b) Compliance with any applicable privacy laws, data protection regulations, and contractual obligations regarding data stored on your external services;

(d) The content, accuracy, and legality of any files you store or link to through the Platform;

(e) Any third-party terms of service applicable to your external cloud storage providers.

5.3 Third-Party Integrations and API Keys

The Platform may allow you to connect to third-party services through integrations using API keys or similar credentials that you provide. By using these integrations, you acknowledge and agree that:

(a) You are solely responsible for the API keys, credentials, and access tokens you provide to the Platform;

(b) You are solely responsible for the scope of permissions and privileges granted by those API keys;

(c) You should use the principle of least privilege and grant only the minimum permissions necessary for the integration to function;

(d) The Company is not responsible for any data accessed, retrieved, modified, or deleted through integrations using API keys you have provided;

(e) The Company is not responsible for any security incidents, data breaches, or unauthorized access resulting from overly permissive API keys or compromised credentials;

(f) You must promptly revoke or rotate any API keys if you suspect they have been compromised;

(g) You are responsible for compliance with the terms of service of any third-party services you connect to via integrations.

5.4 No Personal Information or Sensitive Data

The Platform is not designed, intended, or authorized to collect, store, process, or transmit:

(a) Personal Identifiable Information (PII) beyond the basic Account information required for registration;

(b) Electronic Protected Health Information (ePHI) or any health information subject to HIPAA or similar regulations;

(d) Sensitive personal information as defined under PIPEDA, Quebec’s Law 25, CCPA, or similar regulations;

(e) Payment card data, financial account numbers, or data subject to PCI DSS;

(f) Government-issued identification numbers (Social Insurance Numbers, Social Security Numbers, passport numbers, etc.);

(g) Biometric data, genetic data, or data concerning health;

(h) Data revealing racial or ethnic origin, political opinions, religious beliefs, trade union membership, or sexual orientation.

You agree not to submit, upload, or otherwise provide any such information to the Platform. Any violation of this Section 5.4 is a material breach of this Agreement.

5.5 Privacy Policy

Your use of the Services is also governed by our Privacy Policy, which is incorporated into this Agreement by reference. By using the Services, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy.

5.6 Compliance with Privacy Laws

The Company maintains compliance with applicable privacy legislation, including PIPEDA, Quebec’s Law 25, GDPR (for European customers), and CCPA (for California customers).

You acknowledge that you are solely responsible for your own compliance with all applicable privacy and data protection laws regarding any data you manage, process, or store using the Platform or in connection with your compliance programs, including but not limited to PIPEDA, Quebec Law 25, GDPR, CCPA, and any other applicable laws.

6. PERMITTED USE AND RESTRICTIONS

6.1 License Grant

Subject to your compliance with this Agreement and payment of all applicable Subscription Fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the term of your subscription.

6.2 Scope of License

The license granted herein is limited to:

(a) Accessing and using the Platform through a standard web browser or approved applications;

(b) Viewing, downloading, and customizing Templates for your own internal use;

6.3 Restrictions

You agree not to, and shall not permit any third party to:

(a) Copy, reproduce, modify, distribute, sell, lease, sublicense, or create derivative works from the Services, Templates, or any content provided through the Services;

(b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or structure of the Platform;

(d) Use the Services to develop a competing product or service;

(e) Share, resell, redistribute, publish, or make available any Templates, materials, or content from the Services to any third party;

(f) Use the Services in any manner that violates applicable law, regulation, or the rights of any third party;

(g) Use automated means, including bots, scrapers, crawlers, or similar technology, to access, collect, or extract data from the Services;

(h) Introduce viruses, malware, trojans, worms, or other harmful code to the Platform;

(i) Attempt to gain unauthorized access to the Platform, other user accounts, or related systems or networks;

(j) Use the Services to provide compliance consulting, auditing, advisory, or similar professional services to third parties;

(k) Use the Services on behalf of or for the benefit of any third party;

(l) Circumvent, disable, or interfere with any security features, access controls, or usage limitations of the Platform;

(m) Use the Services in a manner that could damage, disable, overburden, or impair the Platform;

(n) Represent or imply that your use of the Services constitutes an endorsement, certification, or approval by the Company;

(o) Use the Company’s name, logo, or trademarks without prior written consent.

7. INTELLECTUAL PROPERTY

7.1 Company Ownership

The Platform, Services, and all associated content, including but not limited to Templates, documentation, text, graphics, logos, icons, images, audio, video, software, code, databases, and all Intellectual Property Rights therein, are and shall remain the exclusive property of the Company or its licensors. Nothing in this Agreement transfers any ownership rights to you.

7.2 No Implied Rights

Except for the limited license expressly granted in Section 6.1, no other rights or licenses are granted to you, whether by implication, estoppel, or otherwise.

7.3 Client Content

You retain ownership of any original Client Content you create. By using the Services, you grant the Company a limited, non-exclusive, royalty-free, worldwide license to host, store, display, and process your Client Content and External Links solely to provide the Services to you.

7.4 Feedback

If you provide any suggestions, ideas, feedback, recommendations, or other input regarding the Services (“Feedback”), you hereby irrevocably assign to the Company all rights, title, and interest in such Feedback. The Company may use, implement, modify, and commercialize such Feedback without restriction, attribution, or compensation to you.

7.5 Reservation of Rights

All rights not expressly granted herein are reserved by the Company.

8. DISCLAIMERS

8.1 “AS IS” AND “AS AVAILABLE”

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO:

(a) IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;

(b) WARRANTIES AND CONDITIONS ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE;

(c) WARRANTIES AND CONDITIONS THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, ACCURATE, RELIABLE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;

(d) WARRANTIES AND CONDITIONS REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS, OR SUITABILITY OF ANY CONTENT, TEMPLATES, OR INFORMATION PROVIDED THROUGH THE SERVICES;

(e) WARRANTIES AND CONDITIONS THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

8.2 No Compliance Guarantee

THE COMPANY MAKES NO WARRANTY, REPRESENTATION, GUARANTEE, OR CONDITION THAT:

(a) Use of the Services or Templates will result in compliance with any law, regulation, standard, certification, or Compliance Framework, in whole or in part;

(b) The Templates or materials are suitable, adequate, or appropriate for any particular jurisdiction, industry, business, or regulatory requirement;

(c) The Templates or materials meet or will meet the requirements of any specific auditor, regulator, certification body, customer, or third party;

(d) The Services will satisfy any legal, regulatory, contractual, or other obligations you may have;

(e) The information, Templates, or materials provided are current, accurate, complete, or error-free;

(f) Your organization will pass any audit, assessment, or certification examination;

(g) Implementation of the Templates will prevent data breaches, security incidents, regulatory fines, or other adverse events.

8.3 Professional Advice Disclaimer

THE SERVICES DO NOT CONSTITUTE LEGAL, REGULATORY, OR COMPLIANCE ADVICE. You acknowledge that:

(a) The Company is not a law firm or certified compliance auditor;

(b) No professional-client relationship is created by your use of the Services;

(d) The Company has no obligation to update Templates to reflect changes in laws or standards.

8.4 Third-Party Services and External Storage

The Services may integrate with or contain links to third-party services, including external cloud storage providers. The Company:

(a) Disclaims all responsibility for the availability, accuracy, security, privacy practices, or performance of any third-party services;

(b) Makes no warranty regarding the continued availability of any integration or compatibility with third-party services;

(c) Is not responsible for any data loss, breach, or unauthorized access occurring on your external cloud storage or third-party services;

(d) Is not liable for any actions, omissions, or failures of third-party service providers.

8.5 Beta Features

Any features designated as “beta,” “preview,” “experimental,” or similar are provided without any warranty whatsoever and may be modified or discontinued at any time without notice.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY:

(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND;

(b) LOSS OF PROFITS, REVENUE, BUSINESS, ANTICIPATED SAVINGS, GOODWILL, REPUTATION, OR DATA;

(d) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;

(e) DAMAGES ARISING FROM OR RELATED TO FAILURE TO ACHIEVE OR MAINTAIN COMPLIANCE WITH ANY LAW, REGULATION, STANDARD, OR COMPLIANCE FRAMEWORK;

(f) DAMAGES ARISING FROM REGULATORY INVESTIGATIONS, FINES, PENALTIES, SANCTIONS, OR ENFORCEMENT ACTIONS;

(g) DAMAGES ARISING FROM FAILED AUDITS, ASSESSMENTS, OR CERTIFICATION EXAMINATIONS;

(h) DAMAGES ARISING FROM DATA BREACHES, SECURITY INCIDENTS, CYBERATTACKS, OR PRIVACY VIOLATIONS;

(i) DAMAGES ARISING FROM CUSTOMER COMPLAINTS, CONTRACTUAL CLAIMS, OR THIRD-PARTY DEMANDS RELATED TO YOUR COMPLIANCE STATUS;

(j) DAMAGES ARISING FROM YOUR USE OR INABILITY TO USE THE SERVICES;

(k) DAMAGES ARISING FROM ANY THIRD-PARTY CONDUCT, CONTENT, OR SERVICES;

(l) DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ACCOUNT OR DATA;

(m) DAMAGES ARISING FROM ANY INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICES;

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

9.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO THE COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.

9.3 Essential Basis of the Bargain

You acknowledge and agree that:

(a) The limitations of liability in this Section 9 are a fundamental element of the basis of the bargain between you and the Company;

(b) The Company would not provide the Services without such limitations;

(d) These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy;

(e) These limitations are independent of and shall survive any other provision of this Agreement.

9.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain types of damages. In such jurisdictions, the Company’s warranties and liability shall be limited to the maximum extent permitted by applicable law. Nothing in this Agreement shall exclude or limit liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation.

9.5 Time Limitation

Any claim arising out of or related to this Agreement or the Services must be filed within one (1) year after the date on which the claim arose, or such claim shall be permanently barred. This limitation applies regardless of the form of action.

10. INDEMNIFICATION

10.1 Your Indemnification Obligations

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless the Company and its directors, officers, employees, agents, affiliates, successors, assigns, licensors, and service providers (collectively, “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and costs on a solicitor-client basis) arising out of or related to:

(a) Your use of or access to the Services;

(b) Your breach of this Agreement or any representation or warranty herein;

(d) Your Client Content or any content you submit, post, or transmit through the Services;

(e) Your failure to achieve, implement, or maintain compliance with any Compliance Framework;

(f) Any regulatory investigation, audit, enforcement action, fine, penalty, or sanction related to your business or compliance status;

(g) Any claim by a third party (including customers, auditors, regulators, or business partners) related to your compliance program, practices, or status;

(h) Your use of external cloud storage or third-party services in connection with the Platform;

(i) Any data breach, security incident, privacy violation, or unauthorized access involving your systems, data, or external storage;

(j) Any claim that your use of the Services or your Client Content infringes or misappropriates any third-party rights;

(k) Your negligence, willful misconduct, or failure to exercise reasonable care;

(l) Any misrepresentation regarding your compliance status, certification, or use of the Services.

10.2 Indemnification Procedure

The Indemnified Parties will:

(a) Provide you with prompt written notice of any claim subject to indemnification (provided that failure to provide such notice shall not relieve you of your obligations except to the extent you are materially prejudiced);

(b) Cooperate reasonably with your defense of such claim at your expense.

10.3 Company’s Rights

The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you shall cooperate fully with the Company. You shall not settle any claim without the Company’s prior written consent.

11. TERM AND TERMINATION

11.1 Term

This Agreement commences on the date you first access or use the Services or create an Account (whichever is earlier) and continues until terminated in accordance with this Section 11.

11.2 Subscription Term

Your subscription to the Services shall be for the term specified at the time of purchase and shall automatically renew for successive periods of equal duration unless terminated in accordance with this Agreement.

11.3 Termination by Client

You may terminate your subscription at any time by providing written notice to the Company at info@cloudofficer.ca or through the account cancellation feature in the Platform. Termination will be effective at the end of your current billing period.
No refunds will be provided for any unused portion of your subscription term.

11.4 Termination by Company

The Company may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason, including but not limited to:

(a) Your breach of this Agreement;

(b) Non-payment of Subscription Fees or any other amounts due;

(d) Extended periods of inactivity (exceeding twelve months);

(e) Your insolvency, bankruptcy, or cessation of business operations;

(f) Discontinuation of the Services or any portion thereof;

(g) At the Company’s sole discretion for any other reason upon thirty (30) days’ notice.

11.5 Effect of Termination

Upon termination or expiration of this Agreement:

(a) Your license to use the Services immediately terminates;

(b) You must immediately cease all use of the Services;

(d) The Company may delete your Account information and any associated data after a reasonable retention period (typically thirty (30) days), unless longer retention is required by law;

(e) All Subscription Fees owed through the termination date become immediately due and payable;

(f) You remain liable for any fees, charges, or obligations accrued prior to termination;

(g) External Links stored in the Platform will no longer be accessible through the Platform (your actual files on your external storage remain unaffected).

11.6 Survival

The following Sections shall survive any termination or expiration of this Agreement: Sections 2, 3.2, 3.3, 5, 7, 8, 9, 10, 11.5, 11.6, 12, 13, and 14.

11.7 No Liability for Termination

The Company shall not be liable to you or any third party for any termination of your access to the Services in accordance with this Agreement.

11.8 Data Export

Upon written request submitted as part of your termination notice, and provided your Account is in good standing with no outstanding payments, the Company will provide you with an export of your Client Content in a standard format (CSV or similar) within thirty (30) days of your request. This data export service is available only during your active subscription period.

12. DISPUTE RESOLUTION

12.1 Governing Law

This Agreement and any dispute arising out of or related to this Agreement, the Services, or your relationship with the Company shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles that would require application of the laws of another jurisdiction.

12.2 Jurisdiction and Venue

You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Quebec, sitting in the judicial district of Montreal, for the resolution of any dispute arising out of or related to this Agreement or the Services. You irrevocably waive any objection to the venue of such courts or any claim that such courts are an inconvenient forum.

12.3 Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY EACH IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES.

12.4 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY AGREE THAT ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. YOU EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN SUCH PROCEEDINGS.

12.5 Limitation Period

Any claim or cause of action arising out of or related to this Agreement or the Services must be filed within one (1) year after the date on which the claim or cause of action arose, or such claim shall be permanently barred, regardless of any statute of limitations or law to the contrary.

12.6 Injunctive Relief

Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.

13. GENERAL PROVISIONS

13.1 Entire Agreement

This Agreement, together with the Terms of Sale, Privacy Policy, and any other documents expressly incorporated by reference, constitutes the entire agreement between you and the Company regarding the Services and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, and communications, whether written or oral.

13.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent, or if such modification is not possible, shall be severed from this Agreement. The invalidity of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

13.3 Waiver

No failure or delay by the Company in exercising any right, power, or remedy under this Agreement shall constitute a waiver of that right, power, or remedy. No waiver of any provision shall be effective unless in writing and signed by an authorized representative of the Company. No single or partial exercise of any right shall preclude any other or further exercise thereof or the exercise of any other right.

13.4 Assignment

You may not assign, transfer, delegate, or sublicense this Agreement or any of your rights or obligations hereunder without the Company’s prior written consent, which may be withheld in the Company’s sole discretion. Any attempted assignment in violation of this Section shall be null and void. The Company may freely assign this Agreement without restriction. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

13.5 Force Majeure

The Company shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, civil unrest, embargoes, governmental actions, labor disputes, strikes, utility failures, internet outages, cyberattacks, or failures of third-party services or infrastructure.

13.6 Independent Contractors

The relationship between you and the Company is that of independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

13.7 Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights in any person or entity, except for the Indemnified Parties as set forth in Section 10.

13.8 Notices

All notices under this Agreement shall be in writing and delivered by email. Notices are deemed given when sent.

Notices to the Company shall be sent to: info@cloudofficer.ca

Notices to you shall be sent to the email address associated with your Account.

13.9 Language

The parties have expressly requested and agreed that this Agreement and all related documents be drawn up in English only. Les parties ont expressément demandé et convenu que le présent contrat et tous les documents connexes soient rédigés en anglais seulement.

13.10 Consumer Protection

If you are a consumer resident in Quebec, nothing in this Agreement shall limit or exclude any rights you may have under the Consumer Protection Act (Quebec) or other applicable consumer protection legislation that cannot be limited or excluded by contract. To the extent any provision of this Agreement conflicts with mandatory consumer protection laws, such provision shall be modified to the minimum extent necessary to comply with such laws.

13.11 Electronic Execution and Records

This Agreement may be accepted electronically, and such electronic acceptance shall have the same legal effect as a handwritten signature. You consent to receive communications from the Company electronically and agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

13.12 Export Compliance

You agree to comply with all applicable export and import laws and regulations, including those of Canada, the United States, the European Union, and any other relevant jurisdictions. You represent that you are not located in, under the control of, or a national or resident of any country subject to applicable trade sanctions or embargoes.

13.13 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

13.14 No Construction Against Drafter

This Agreement shall not be construed against any party by reason of that party having drafted or prepared this Agreement or any portion thereof.

14. ACKNOWLEDGMENTS

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT:

(a) You have read and agree to be bound by this Agreement;

(b) The Services provide Templates only, and do NOT constitute legal or compliance advice;

(d) You are solely responsible for achieving and maintaining compliance;

(e) You must consult qualified professionals before implementing any compliance program;

(f) The Company’s liability is strictly limited as set forth in this Agreement;

(g) You have the authority to enter into this Agreement;

(h) You waive any claim against the Company related to your failure to achieve compliance, regulatory fines, failed audits, or data breaches.

15. CONTACT INFORMATION

If you have any questions about this Agreement or the Services, please contact us at:

Cloud Officer ·
Email: info@cloudofficer.ca

Website: https://compliance.cloudofficer.ca/

BY ACCESSING OR USING THE SERVICES OR CREATING AN ACCOUNT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.

Compliance Tool

TERMS OF USE