Entity: 2733420 ALBERTA INC. d/b/a "Comply+"
Governing Law: Province of Alberta and applicable federal laws of Canada
Last Updated: February 12, 2026
Previous version: 1.0 (August 29, 2025)
Current Version: 2.0
For purposes of these Terms of Service:
"Access Credentials" means all login credentials, usernames, passwords, API keys, access tokens, security certificates, authentication mechanisms, and other credentials or authentication information associated with your account or used to access the Services.
"Comply+ Parties" means, collectively, 2733420 Alberta Inc. d/b/a Comply+, and its past, present, and future officers, directors, employees, agents, representatives, contractors, consultants, shareholders, members, managers, affiliates, subsidiaries, parent companies, successors, and assigns.
By using the Comply+ website or Services, you agree to these Terms of Service and our Privacy Policy. If acting on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, you must not use the Services.
Comply+ may modify these Terms at any time. Continued use after modifications constitutes acceptance. If you disagree, discontinue use and terminate your account.
Comply+ Training provides educational resources, including a structured multi-course Anti-Money Laundering ("AML") training program with exams (the "Training Service"). Comply+ reserves the right to modify, update, suspend, or discontinue any aspect of the Services at any time. Comply+ shall have no liability for any modifications, suspensions, or discontinuations of the Services.
IMPORTANT NOTICE: Comply+ makes no representation or warranty that the Services are current with the latest FINTRAC requirements or regulatory guidance. You are solely responsible for monitoring and complying with all applicable legal and regulatory requirements, including the PCMLTFA and its regulations. Comply+ strongly recommends consulting with qualified legal and compliance professionals.
AI LIMITATIONS: The Services use AI and machine learning, which may produce errors. You must independently verify all AI-generated outputs before use. AI does not replace human judgment or reduce your compliance obligations.
CRITICAL NOTICE: Comply+ is a software tool only and is NOT:
You are the reporting entity under the PCMLTFA and are solely responsible for:
This disclaimer applies to all Services, including the Training Service. All content is for informational purposes only and does not constitute professional advice.
CURRENCY CONVERSION: You are responsible for verifying all currency conversions. Comply+ makes no warranty regarding exchange rate accuracy and has no liability for conversion errors.
You represent that you maintain a comprehensive compliance program that complies with the PCMLTFA and all applicable laws. The Services assist with administrative functions only and do not replace your obligation to maintain a compliance program.
DISCLAIMER OF LIABILITY FOR REGULATORY ENFORCEMENT: Comply+ has no liability for any fines, penalties, sanctions, enforcement actions, or other consequences arising from:
(i) your failure to comply with applicable law;
(ii) deficiencies in your compliance program;
(iii) errors or delays in regulatory filings;
(iv) actions by FINTRAC or other authorities; or
(v) offences under the PCMLTFA. Use of the Services does not constitute compliance with legal requirements.
4.1a) Accuracy & Review — You are solely responsible for the accuracy, completeness, and timeliness of all data entered through the Services. You must independently review and verify all reports before submission to FINTRAC. Comply+ does not review or validate your data. Comply+ is not responsible for errors, omissions, or rejections resulting from your data.
4.1b) API Keys & Credentials — You are solely responsible for maintaining the confidentiality and security of all Access Credentials. You agree to:
(i) limit access to authorized personnel;
(ii) not share Access Credentials with third parties;
(iii) immediately notify Comply+ of any unauthorized access or security breach; and
(iv) cooperate in security investigations. You are liable for all activities under your account. Comply+ may suspend or terminate access if credentials are compromised or misused.
4.1c) Fallback Capability and Business Continuity - You acknowledge that the Services may experience interruptions, outages, or periods of unavailability due to maintenance, technical issues, third-party service failures, or other causes. You are solely responsible for maintaining alternative methods and procedures to meet all regulatory filing and reporting obligations in the event the Services are unavailable for any reason. You must maintain the capability to submit all required reports and filings directly to FINTRAC or other regulatory authorities using FINTRAC's own submission methods or other approved channels. You agree to implement appropriate business continuity and disaster recovery plans to ensure compliance with all regulatory deadlines regardless of Service availability. Comply+ shall have no liability for any failure to meet regulatory obligations resulting from Service unavailability.
4.1d) (i) Data Retention and Record-Keeping
NOTICE: Comply+ is not a long-term archive or record-keeping solution for regulatory purposes. All statutory report storage and record-keeping obligations under the PCMLTFA rest solely with you.
Comply+ does not retain copies of reports once they have been filed. Organization-specific data (e.g., customer profiles, location data) is retained only while your subscription is active and may be permanently deleted or fully anonymized by us, typically within 30 days, upon termination of your subscription. It is your sole responsibility to export and save any data you require prior to termination. For complete details on data retention periods, categories of data retained, and applicable exceptions, please refer to our Privacy Policy Section 8 (Data Retention).
With respect to the Training Service, Comply+ stores limited course-related data (e.g., user codes, progress, and exam results) solely for the purpose of tracking progress and administering training. This data may be deleted at any time and will not be retained for long-term compliance purposes. It is your responsibility to export, download, or otherwise maintain offline records of progress or certificates of completion if you require them for validation, internal compliance files, or proof of training completion.
4.1d(ii) Billing Records. Billing and payment records (including invoices, payment transactions, subscription history, and related financial records) are retained for seven (7) years following the transaction date or termination of your account, as required for accounting, tax compliance, and legal obligations under applicable Canadian federal and provincial tax laws. You acknowledge that billing records will be retained for this statutory period regardless of account termination or data deletion requests.
4.1d(iii) Audit and Security Logs. Audit logs, security logs, access logs, authentication records, and security event logs are retained for up to twelve (12) months for security analysis, incident investigation, fraud prevention, and regulatory compliance purposes. These logs are automatically deleted after twelve (12) months unless retention is required for ongoing investigations, litigation, regulatory inquiries, or legal holds. Audit log retention applies regardless of account status or termination.
4.1e) Automated Submission Features and "Autopilot Mode" — Certain features of the Services may allow for automated or semi-automated preparation and submission of regulatory reports without manual review ("Automated Features"). You acknowledge and agree that:
(i) Automated Features are optional and you may disable them at any time;
(ii) enabling Automated Features does not reduce or eliminate your responsibility to review, verify, and approve all regulatory filings before submission;
(iii) you are strongly encouraged to implement independent verification and approval workflows even when using Automated Features;
(iv) Comply+ recommends against using Automated Features without appropriate human oversight, particularly during initial implementation or when processing unusual or high-risk transactions; and
(v) you assume all risk associated with automated submissions, including the risk of erroneous, incomplete, or untimely filings. Comply+ shall have no liability for any regulatory filings submitted through Automated Features, regardless of whether such filings contain errors or fail to meet regulatory requirements.
4.1f) Additional Representations and Warranties. You represent, warrant, and covenant that:
(i) you are a validly existing business entity in good standing under the laws of your jurisdiction of organization;
(ii) you have full corporate power and authority to enter into and perform these Terms;
(iii) entering into these Terms does not violate any other agreement to which you are a party;
(iv) you are not subject to any bankruptcy, insolvency, receivership, or similar proceeding;
(v) there is no litigation, arbitration, or governmental proceeding pending or threatened against you that would materially impair your ability to perform under these Terms; and
(vi) all information provided to Comply+ in connection with your account is accurate, current, and complete.
4.1g) Audit Rights. Comply+ reserves the right, upon reasonable prior written notice and during normal business hours, to audit your use of the Services to verify compliance with these Terms, including verification that your use is within the scope any Subscription Agreement applicable to you. You agree to cooperate with such audits and provide reasonable access to relevant records. If an audit reveals non-compliance, you shall promptly remedy such non-compliance and reimburse Comply+ for all audit costs if underpayment exceeds 5% of fees owed.
4.2a) Educational Use Only. The Training Service is provided for general educational purposes. It is not legal, compliance, tax, accounting, or professional advice for your specific business and unique business needs, and does not replace your obligation to maintain a compliance program under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act ("PCMLTFA") and associated regulations.
4.2b) Certificates of Completion. Employees who successfully complete a course module and its associated exam may receive a certificate of completion issued by Comply+. Such certificates do not constitute professional credentials, certifications, or qualifications recognized by FINTRAC, any professional association, or any regulatory authority. Certificates of completion do not evidence competence, expertise, or qualification to perform compliance functions. You acknowledge that certificate holders may still lack the knowledge, skills, or judgment necessary to fulfill compliance obligations, and you remain solely responsible for ensuring that all personnel performing compliance functions are adequately trained, qualified, and supervised.
Access to the Services requires payment of subscription fees as set forth in your Subscription Agreement, Order Form, or as posted on the Website ("Fees"). Fees are in CAD unless otherwise specified.
(a) Due Date: Fees are due in advance at the billing frequency selected during sign-up or as specified in your Subscription Agreement or Order Form. Unless otherwise specified, Fees are due on the first day of each billing period.
(b) Payment Methods: You must provide valid payment information and authorize Comply+ to charge Fees automatically on each billing date.
(c) Automatic Renewal: Subscriptions automatically renew unless cancelled in writing:
(i) for monthly subscriptions, before renewal; or
(ii) for annual subscriptions, at least thirty (30) days before period end. Renewals are charged at current rates.
(d) Payment Information Updates: You must immediately update payment information if your payment method becomes invalid and authorize Comply+ to obtain updates from your financial institution or payment processor.
(a) Late Fees: Any Fees not paid when due shall accrue interest at the lesser of eighteen percent (18%) per annum or the maximum rate permitted by applicable law, calculated daily and compounded monthly.
(b) Suspension: Comply+ may immediately suspend your access to the Services without notice if payment is more than five (5) days overdue. Suspension for non-payment does not relieve you of your obligation to pay all outstanding amounts.
(c) Collection Costs: You shall reimburse Comply+ for all reasonable costs incurred in collecting overdue amounts.
(d) Termination: Comply+ may terminate access if payment remains outstanding for more than thirty (30) days. Termination does not relieve your obligation to pay Fees through the current subscription term.
ALL FEES PAID ARE FINAL AND NON-REFUNDABLE. This includes:
This applies regardless of termination or cancellation reason.
Comply+ may modify Fees upon thirty (30) days' notice by email or through the Services. Continued use after the effective date constitutes acceptance. You may terminate per Section 15 without refund of prepaid Fees.
All Fees exclude Taxes (including GST, HST, PST, VAT, and withholding taxes). You are responsible for all Taxes except those based on Comply+'s net income. Taxes collected by Comply+ will be invoiced and paid without offset. You shall provide tax identification numbers and documentation reasonably requested for tax compliance. If required to withhold amounts, you shall:
(i) gross up payments so Comply+ receives full Fees;
(ii) remit withheld amounts to tax authorities; and
(iii) provide official receipts.
Payment processor fees are your responsibility and subject to your payment processor's terms.
Disputed charges must be raised in writing within thirty (30) days or are waived. Undisputed amounts remain payable during disputes.
For usage-based fees or limits, you acknowledge:
Comply+ may offer free trials and promotional pricing at its discretion, subject to additional terms specified at the time of offer.
Free trials automatically convert to paid subscriptions at current rates unless cancelled before trial end.
Comply+ may terminate free trials or promotions at any time without notice or liability.
Downgrades require written notice and take effect at the next billing period without refunds or credits.
Plan change requests are subject to Comply+'s approval.
Upgrades take effect upon payment of additional Fees.
Fees are in CAD unless otherwise specified. You bear all currency conversion costs and exchange rate risks.
Comply+ will provide invoices. You must maintain copies for accounting and tax purposes. Comply+ retains billing records per Section 4.1d(ii).
You agree that you will not, and will not permit any user under your account to:
(a) Regulatory and Legal Violations:
(b) System Integrity and Security:
(c) Reverse Engineering and Competitive Use:
(d) Misuse of Third-Party Systems:
(e) Data and Content Violations:
(f) Account and Access Violations:
(g) Abuse of Automation Features:
(h) Interference with Other Users:
Comply+ may:
Suspend or terminate your access to the Services immediately and without prior notice if we reasonably believe you have violated this Acceptable Use Policy or pose a security risk;
Cooperate with law enforcement or regulatory authorities as required by law;
Report suspected violations of law to appropriate authorities as required or permitted by law.
Violation of this Acceptable Use Policy constitutes a material breach of these Terms and may result in:
Immediate suspension or termination of your access to the Services without refund;
Legal action to enjoin violations and recover damages;
Reporting of illegal conduct to law enforcement or regulatory authorities;
Liability for losses, damages, and costs (including attorneys’ fees) incurred as a result of your violations.
Comply+ reserves all rights and remedies available for violations of this Acceptable Use Policy.
If we receive a complaint or notice from a third party regarding your use of the Services, we may suspend your access pending investigation. You agree to cooperate fully with any such investigation and to provide any information reasonably requested by Comply+ to resolve the matter.
Notwithstanding Section 5.2, Comply+ has no duty to monitor your use of the Services. You remain solely responsible for your conduct and compliance with this Acceptable Use Policy.
You agree to comply with all applicable export and import control laws and regulations, including the Export and Import Permits Act (Canada) and regulations thereunder. You represent that you are not:
(i) located in or a national or resident of any country subject to comprehensive Canadian sanctions;
(ii) identified on any Canadian or international sanctions or restricted party list; or
(iii) otherwise prohibited from receiving the Services under applicable law. You will not use the Services in violation of any export restrictions or embargoes.
We engage third-party service providers to deliver and support the Service. These providers are contractually obligated to:
Third-Party Data Providers. Where the Services integrate with third-party data providers, you acknowledge that:
(a) Comply+ does not control or validate third-party data;
(b) you are responsible for independently verifying all third-party data;
(c) you must maintain direct contractual relationships with such providers; and
(d) Comply+ makes no warranty regarding third-party integrations.
We may modify, suspend, or discontinue the Service. The Service is provided on an "as-is" and "as-available" basis unless otherwise stated in a separate SLA.
Future Features and Beta Services. Comply+ may offer, announce, or describe features, functionality, or services that are under development, in beta testing, or not yet generally available ("Future Features"). You acknowledge that:
(a) Future Features may be delayed, modified, or never released;
(b) Comply+ makes no commitment to deliver any Future Features by any particular date or at all;
(c) Future Features described in marketing materials or demos do not constitute a binding commitment or obligation; and
(d) you should not rely on the availability of Future Features when making compliance or business decisions. Beta or preview features may be provided "as-is" with additional disclaimers and without service level commitments.
We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service during your paid term for your internal business purposes only.
As between you and Comply+, you retain all right, title, and interest in and to all data, content, and information you submit to or store in the Services ("Customer Data"). You grant Comply+ a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Customer Data solely to provide the Services and as otherwise permitted in these Terms. Comply+ may create and use aggregated, anonymized, de-identified data derived from Customer Data for purposes of improving the Services, analytics, benchmarking, and other business purposes, provided such data cannot reasonably be used to identify you or any individual.
You grant Comply+ a non-exclusive, royalty-free, worldwide license to use, reproduce, and display your company name, trade names, trademarks, service marks, and logos (collectively, "Customer Marks") solely for the purpose of:
(a) identifying you as a customer of Comply+ on our website, in customer lists, and in marketing and promotional materials; and
(b) creating case studies, testimonials, or other promotional content with your prior written approval for each specific use.
Comply+'s use of Customer Marks shall:
(a) comply with your trademark usage guidelines as provided to Comply+ in writing;
(b) maintain the quality and reputation associated with the Customer Marks;
(c) not create any false or misleading impression regarding your relationship with Comply+ or your endorsement of the Service; and
(d) immediately cease upon your written request, with removal to be completed within thirty (30) days.
Notwithstanding Section 8.3, Comply+ shall obtain your prior written approval for:
(a) any press release or public announcement specifically identifying you by name;
(b) any case study, white paper, or detailed description of your use of the Service;
(c) use of any Customer Marks beyond simple identification as a customer; or
(d) any use of your confidential information in marketing materials. You agree not to unreasonably withhold, condition, or delay such approval.
Comply+ grants you a non-exclusive, non-transferable, royalty-free license to use Comply+'s name, trademarks, and logos solely as necessary to exercise your rights under the Agreement and in accordance with Comply+'s trademark usage guidelines as provided to you.
Each party retains all right, title, and interest in and to its respective marks, names, and logos. Nothing in these Terms grants either party any ownership rights in the other party's intellectual property.
The parties agree to cooperate in good faith on joint marketing opportunities, press releases, and other publicity matters of mutual interest, subject to each party's prior written approval.
You unconditionally and irrevocably agree to defend, indemnify, hold harmless, and reimburse the Comply+ Parties from and against any and all:
Damages, losses, costs, and expenses of any kind (including but not limited to reasonable attorneys' fees and costs, expert witness fees, court costs, investigation costs, and costs of defense); arising out of, relating to, connected with, or in any w ay touching upon:
(a) Your access to or use (or misuse) of the Services, including any use by your employees, agents, contractors, or any person using your Access Credentials;
(b) Any data, content, or information you submit, upload, transmit, process, or store through the Services;
(c) Your breach or alleged breach of these Terms, any applicable Subscription Agreement, or any representation or warranty made herein;
(d) Your violation or alleged violation of any applicable law, regulation, regulatory requirement, or third-party right, including but not limited to:
Your indemnification obligations are unlimited and apply regardless of:
You will:
(i) Promptly notify Comply+ of any indemnified claim; however, failure to provide prompt notice shall not relieve you of your indemnification obligations except to the extent Comply+ is materially prejudiced;
(iii) Grant Comply+ sole control over the defense and settlement of any indemnified claim, provided that Comply+ shall not settle any claim that imposes obligations on you without your prior written consent;
(iv) Not settle or compromise any claim without Comply+'s prior written consent;
(v) Advance defense costs to Comply+ on a monthly basis upon request.
Your indemnification obligations are in addition to any other rights or remedies available to Comply+.
Your indemnification obligations under this Section 9 shall survive termination of these Terms and apply to all claims arising from your use of the Services.
(a) Take screenshots, screen recordings, or captures of the Service except:
(i) for internal training, record-keeping, or compliance documentation;
(ii) as required by law or regulation; or
(iii) for provision to legal counsel, auditors, or advisors under confidentiality obligations. Any public distribution or sharing requires Comply+'s prior written consent.
(b) Use the Service Content or its underlying workflows, design, or structure to develop a competing product or service.
(c) Use any data mining, robots, or similar data gathering or extraction methods.
A breach of these restrictions constitutes a material breach and may result in immediate termination and legal action.
"Confidential Information" means any information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. It does not include information that is
(a) publicly known,
(b) already in the receiving party's possession,
(c) independently developed, or
(d) rightfully received from a third party. Each party will protect the other's Confidential Information with the same degree of care it uses for its own and will use it solely for performing obligations under these Terms.
Our collection, use, disclosure, retention, and protection of personal information and business information are governed by our Privacy Policy, available at: https://complyplus.ca/privacy_02122026. You acknowledge that you have read, understood, and agree to the Privacy Policy. You are responsible for reviewing the Privacy Policy periodically for any updates or changes.
To the maximum extent permitted by law:
(c) The Training Service is provided for general educational purposes only and does not satisfy regulator-mandated training obligations or replace your compliance program. As set forth in Section 3, you remain responsible for maintaining an adequate compliance program.
You bear sole responsibility for all filings, regulatory interactions, and compliance. Comply+ does not provide legal, tax, accounting, or regulatory advice, and does not guarantee compliance outcomes.
You represent, warrant, and covenant that you have established and maintain a comprehensive compliance program that fully complies with all AML/ATF Requirements. The Services are intended solely as a tool to assist you in implementing and administering your own compliance program. The Services do not constitute, and shall not be relied upon as, a substitute for your own compliance program, policies, procedures, training, or independent judgment. You acknowledge and agree that Comply+ has no responsibility or liability for the adequacy, effectiveness, or compliance of your compliance program.
(a) Exclusion of Consequential and Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPLY+ PARTIES SHALL NOT BE LIABLE FOR:
(v) Regulatory penalties, fines, sanctions, enforcement actions, administrative monetary penalties, criminal or civil proceedings, or other governmental or regulatory actions;
(vi) Any failure to comply with the PCMLTFA or any other legal or regulatory obligations;
(vii) Any investigation, audit, examination, or inquiry by FINTRAC, law enforcement, or any regulatory authority;
(viii) Any errors, omissions, delays, or inaccuracies in your filings, reports, or compliance activities;
(ix) Any failure to detect, prevent, investigate, or report suspicious transactions, money laundering, terrorist financing, or other illegal activity;
(x) Any consequences arising from your reliance on the Services or any output, recommendation, classification, or information provided by the Services, including AI-generated outputs;
(xi) Any claim by your customers, employees, regulators, or third parties arising from your use of the Services; whether based in contract, tort (including negligence), strict liability, breach of warranty, misrepresentation, or any other legal or equitable theory, even if Comply+ was advised of the possibility of such damages.
(b) Cap on Direct Damages. To the maximum extent permitted by law, the Comply+ Parties' total aggregate liability for all claims, damages, losses, and causes of action arising out of or relating to these Terms or the Services, regardless of the form of action, shall not exceed the lesser of:
(i) The total fees actually paid by you to Comply+ during the three (3) month period immediately preceding the first event giving rise to liability; or
(ii) CAD $500.
(c) Scope and Application. The limitations and exclusions in this Section 14.2 apply regardless of:
(d) Essential Terms. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND COMPLY+ AND REFLECTS A REASONABLE ALLOCATION OF RISK. COMPLY+ WOULD NOT PROVIDE THE SERVICES WITHOUT THESE LIMITATIONS. If any limitation in this Section 14.2 is found to be unenforceable, the remaining limitations shall remain in full force and effect.
(e) Exceptions. Nothing in this Section 14.2 shall limit liability for:
(i) death or personal injury caused by negligence;
(ii) fraud or fraudulent misrepresentation;
(iii) willful misconduct; or
(iv) any other liability that cannot be excluded or limited under applicable law.
COMPLY+ MAKES ABSOLUTELY NO GUARANTEE, WARRANTY, REPRESENTATION, OR COMMITMENT REGARDING:
(a) Uptime or Availability: The Services may be unavailable, interrupted, delayed, or degraded at any time and for any duration, including due to maintenance, updates, third-party failures, internet disruptions, force majeure events, or any other cause whatsoever;
(c) Accuracy or Reliability: The accuracy, completeness, reliability, currentness, or appropriateness of any output, calculation, classification, recommendation, or content generated by the Services, including AI-generated outputs;
(d) Regulatory Acceptance: FINTRAC's or any regulatory authority's acceptance, acknowledgment, processing, or approval of any filing or report submitted through the Services;
(e) Data Integrity: The preservation, availability, retrievability, or accuracy of any data stored, processed, or transmitted through the Services;
(f) Third-Party Systems: The availability, compatibility, or proper functioning of FINTRAC systems, APIs, or any third-party service, integration, or data source;
(g) Compliance Outcomes: That use of the Services will result in compliance with any law, regulation, or regulatory requirement, or will prevent regulatory enforcement action.
YOU ASSUME ALL RISK FOR SYSTEM FAILURES, DATA LOSS, MISSED DEADLINES, AND SERVICE DEFICIENCIES. COMPLY+ HAS NO LIABILITY FOR SERVICE UNAVAILABILITY OR UNDERPERFORMANCE, EVEN IF YOU MISS REGULATORY DEADLINES.
Comply+ is not liable for delays or failures from causes beyond its reasonable control (Force Majeure Events), including natural disasters, war, government actions, third-party service failures, or FINTRAC system failures. Comply+'s obligations are suspended during such events. If a Force Majeure Event exceeds 30 days, Comply+ may terminate affected Services without liability.
Comply+ may immediately, without notice:
You may terminate your use of the Services, which shall be done in accordance with your applicable Subscription Agreement, if any. Termination does not relieve payment obligations or prior liability.
Upon termination or expiration of these Terms for any reason:
All fees are non-refundable. Termination does not entitle you to refunds or credits. You remain liable for all fees through your current subscription term.
These Terms are governed by the laws of Alberta and federal laws of Canada, without regard to conflict of law principles.
You consent to service of process by mail, courier, email, or personal service at your account address.
You submit to the exclusive jurisdiction of the courts of Alberta sitting in Edmonton for all disputes arising under these Terms.
Comply+ may bring claims against you:
Comply+ may seek injunctive relief in any court to prevent infringement of its intellectual property, confidential information, or violations of these Terms. You agree monetary damages may be insufficient and Comply+ may seek equitable relief without posting a bond.
YOU AGREE THAT:
(d) IF ANY COURT DETERMINES THAT THE CLASS ACTION WAIVER IS VOID OR UNENFORCEABLE FOR ANY REASON, THEN THIS WAIVER SHALL BE SEVERABLE FROM THESE TERMS AND THE DISPUTE SHALL PROCEED IN ACCORDANCE WITH SECTIONS 16.2 AND 16.4.
In any dispute resolution proceeding or litigation arising out of or relating to these Terms:
(a) If Comply+ prevails (in whole or in substantial part), you shall reimburse
Comply+ for all costs and expenses incurred, including but not limited to reasonable attorneys' fees, expert witness fees, court costs, investigation costs, collection costs, and enforcement costs.
(b) If you prevail, each party shall bear its own costs and expenses unless otherwise awarded by the court or required by applicable law.
(c) Comply+ may recover attorneys' fees and costs incurred in enforcing any judgment or award obtained against you.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR ANY DISPUTE BETWEEN YOU AND COMPLY+, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE.
All provisions of this Section 16 shall survive termination or expiration of these Terms and shall continue to apply to any disputes arising from conduct or events occurring at any time during or after your use of the Services.
Comply+ reserves the right to modify, amend, or update these Terms at any time in its sole discretion.
(a) Website Terms: Changes to these Terms that relate solely to your use of the Website (excluding the Services) will be effective immediately upon posting to the Website. No separate notice will be provided. The updated effective date will be displayed at the top of these Terms, and it is your responsibility to review these Terms periodically.
(b) Services Terms: Changes to these Terms that relate to your use of the Services will be notified to you by:
Your continued access to or use of the Website or Services after the effective date of any changes to these Terms constitutes your binding acceptance of such changes. If you do not agree to the modified Terms, you must discontinue use of the Website and Services.
For purposes of these Terms, "material changes" to the Services Terms include, but are not limited to:
(a) Changes that materially reduce your rights or increase your obligations;
(b) Changes to pricing or payment terms;
(c) Changes to data processing or privacy practices;
(d) Changes to limitation of liability or indemnification provisions;
(e) Changes to dispute resolution procedures.
These Terms, together with any Subscription Agreement, Order Form(s), Privacy Policy, Data Processing Agreement (DPA), and documents incorporated by reference (collectively, the "Agreement"), constitute the entire agreement and supersede all prior understandings and agreements.
In case of conflict, the following order applies (highest to lowest):
(a) Order Form;
(b) Subscription Agreement;
(c) DPA;
(d) these Terms; and
(e) Privacy Policy, unless otherwise stated.
Each party acknowledges it has not relied on any statement, representation, or warranty not expressly set forth in the Agreement.
Amendments or waivers must be in writing and signed by both parties' authorized representatives. No waiver constitutes a waiver of any other right or a continuing waiver.
If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid while preserving the parties' intent. If modification is not possible, the provision shall be severed, and remaining provisions shall continue in full effect.
The following provisions survive termination or expiration: Sections 3 (No Legal or Compliance Advice), 4 (payment obligations and data retention), 5.3-5.7 (consequences of Acceptable Use Policy violations), 8 (Intellectual Property), 9 (Indemnification), 11 (Confidentiality), 13 (Disclaimers), 14 (Limitation of Liability), 15.3 (Effects of Termination), 16 (Governing Law and Dispute Resolution), 18.3-18.10, and any other provisions that by their nature are intended to survive.
You may not assign or transfer these Terms or your rights or obligations without Comply+'s prior written consent. Any attempted assignment in violation shall be void. Comply+ may freely assign these Terms, including in connection with a merger, acquisition, reorganization, or sale of substantially all assets. These Terms bind the parties and their successors and permitted assigns.
The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other without prior written consent.
These Terms benefit only the parties and their successors and permitted assigns. Nothing herein confers upon any other person or entity any right, benefit, or remedy.
Notices must be in writing and delivered by:
(i) personal delivery;
(ii) registered or certified mail;
(iii) overnight courier; or
(iv) email to the address on file (for you) or support@complyplus.ca (for Comply+). Notices are deemed given:
(a) upon personal delivery;
(b) three business days after mailing;
(c) one business day after courier delivery; or
(d) upon email receipt confirmation.
These terms and conditions were last updated on February 12, 2026 (Version 2.0)