Entity: 2733420 ALBERTA INC. d/b/a "Comply+"
Governing Law: Province of Alberta and applicable federal laws of Canada
Last Updated: August 5, 2026
Previous version: 2.0 (February 12, 2026)
Current Version: 3.0
For purposes of these Terms of Service:
"Services" means the Comply+ software platform and all Modules described in Section 2, including all features, workflows, outputs, exports, Notifications, APIs, the Training Service, Academy administration functions, and Managed Reporting Assistance, together with any related services Comply+ provides under these Terms. The Services do not include the public Website.
"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.
"Customer Data" means all data, content, documents, and information that you or your users submit to, upload to, store in, or generate through the Services, including information about your customers and their transactions.
"Module" means a distinct feature set or functional component of the Services, whether available now or added in the future, including without limitation those described in Section 2.
"Order Form" means an ordering document, subscription agreement, statement of work, or scoped proposal entered into between you and Comply+ that references these Terms.
"Notifications" means any reminder, alert, email, digest, in-app message, or other communication generated or sent by the Services, including compliance calendar reminders and weekly digest emails.
"Third-Party Data" means data supplied by third-party data providers and made available through the Services, including sanctions, politically exposed person ("PEP"), watchlist, and adverse-information data.
"Reviewer" means any person to whom you direct the Services to send a document review or attestation request.
"Service Content" has the meaning given in Section 10.1. "Agreement" has the meaning given in Section 20.1.
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+ is a modular software platform that provides tools to help you administer your own compliance program under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act ("PCMLTFA") and related regulatory frameworks. Depending on your subscription, the Services may include Modules for:
(a) FINTRAC Reporting — preparation, validation, and submission of regulatory reports (including LCTR, LVCTR, STR, EFTR, and CDR) to FINTRAC using your own FINTRAC enrollment and credentials;
(b) Customer Records & Risk Management — recording customer identification and KYC information, assigning and tracking risk ratings, and recording business-relationship determinations;
(c) Sanctions & PEP Screening — screening names against Third-Party Data as described in Section 5.2;
(d) Compliance Calendar — recording compliance obligations and due dates, and generating optional Notifications;
(e) Records — storing compliance documents with versioning, notes, review/attestation workflows, and export functions;
(f) Training (Comply+ Academy) — educational AML training content and exams (the "Training Service"), together with in-portal administration of training accounts and progress;
(g) Managed Reporting Assistance — optional professional assistance with report preparation as described in Section 5.6, where purchased under an Order Form; and
(h) Additional Modules — other modules and features Comply+ may release from time to time, including modules announced but not yet released (see Section 5.8). All Modules, present and future, are governed by these Terms together with any module-specific or beta terms presented at or before enablement.
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: The Services are administrative and decision-support tools only. No Module, and no combination of Modules, constitutes, creates, completes, or substitutes for a compliance program. A compliance program — including a designated compliance officer, documented policies and procedures, a risk assessment, ongoing training, and periodic effectiveness reviews — is your legal obligation and remains entirely your responsibility, whether or not you use the Services and regardless of which Modules you use.
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.
All outputs of the Services — including screening results, risk-rating suggestions, business-relationship suggestions, calendar templates, reminders, report validations, AI-generated content, and any other recommendation, classification, score, or prefilled value — are informational decision-support outputs only. They are starting points for your own review and judgment, not determinations, advice, or conclusions. You must independently review and verify every output before relying or acting on it. You are solely responsible for every decision made, every record kept, every document stored or sent, and every report filed using the Services.
AI LIMITATIONS: The Services use AI and machine learning, which may produce errors, including incorrect extractions from documents you upload, inaccurate narratives, false positives, and false negatives. 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 and services provider only and is NOT:
You are the reporting entity under the PCMLTFA and are solely responsible for:
WARNING: Use of the Services does not reduce or transfer any of your statutory obligations. You may not rely on the Services as a substitute for professional judgment or qualified legal and compliance advice. Comply+ bears no responsibility for any regulatory penalties or enforcement actions resulting from inadequate compliance procedures.
This disclaimer applies to all Services, including the Training Service and Managed Reporting Assistance. All content — including compliance calendar obligation templates, statutory references, training materials, and knowledge-base articles — is for general informational purposes only, may be incomplete or out of date, and does not constitute professional advice. You must verify all statutory references and deadlines against current law.
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 (and any formatting or completeness checks the Services perform are technical aids only, not verification). 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, including your FINTRAC API 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, errors, 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, reporting, screening, record-keeping, and deadline-tracking obligations in the event the Services (or any Module) are unavailable, delayed, or malfunction for any reason. You must maintain the capability to submit all required reports directly to FINTRAC using FINTRAC's own submission methods or other approved channels, and to track your compliance deadlines independently of the Compliance Calendar. 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, delay, error, or malfunction.
4.1d) Data Retention, Record-Keeping, and Your Export Obligation
(i) NOTICE: The Services are not a system of record and are not a long-term archive or record-keeping solution for regulatory purposes. All statutory record-keeping obligations under the PCMLTFA — including the obligation to retain reports, KYC records, training records, and compliance program documents for the statutorily required periods — rest solely with you.
While your subscription is active, the Services may retain copies of submitted reports, customer records, screening results, calendar events, and documents you upload, as a convenience only. You must export and independently maintain, outside the Services, copies of everything you are required by law to retain. Export early and regularly — do not wait until a regulator, auditor, or deadline requires it. Comply+ does not guarantee that any record, document, version, attestation chain, audit trail, or export will be available, complete, uncorrupted, or exportable at any particular time (see Sections 5.4 and 15).
Upon termination of your subscription, organization-specific data may be permanently deleted or fully anonymized, typically within 30 days. Deleted data cannot be recovered. It is your sole responsibility to export and save any data you require prior to termination. For complete details, refer to our Privacy Policy (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.
(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.
(iii) Audit and Security Logs. Audit logs, security logs, access logs, authentication records, and security event logs are retained for the duration of your subscription and thereafter for as long as Comply+ reasonably considers necessary for security analysis, incident investigation, fraud prevention, audit-trail integrity, and regulatory compliance purposes, including where retention is required for ongoing investigations, litigation, regulatory inquiries, or legal holds. These logs are not currently subject to a fixed or automatic deletion schedule. Audit logs are internal operational records of Comply+; they are made available or exportable as a convenience only and are not a substitute for your own record-keeping.
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. Availability of any Automated Feature is not guaranteed; where an Automated Feature is disabled, unavailable, or malfunctions, reports are not submitted automatically and you remain responsible for submitting them.
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 of any Order Form 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.
The Services may generate Notifications, including compliance calendar reminders, weekly digest emails, review-request emails, and system alerts. You acknowledge and agree that:
(a) Notifications are an optional convenience feature only. They are not a compliance control, deadline-management system of record, or guarantee that you will be reminded of anything;
(b) Delivery is not guaranteed. Notifications depend on scheduling infrastructure, third-party email providers, your spam filters and mail systems, the accuracy of the email addresses and timezone settings you configure, and notification preferences that you or your users may disable. Notifications may be delayed, suppressed, misdirected, or never sent or received;
(c) You must not rely on Notifications as your sole or primary means of tracking any deadline or obligation. You are solely responsible for independently tracking and meeting every compliance deadline, renewal, review, and obligation that applies to you, with or without Notifications; and
(d) Comply+ has no liability whatsoever for any missed, late, failed, suppressed, or erroneous Notification, or for any consequence of your reliance on Notifications, including missed statutory deadlines, lapsed registrations, late filings, or regulatory penalties.
The following terms apply to the identified Modules, in addition to (not instead of) all other provisions of these Terms. If a Module is described here that is not included in your subscription, the corresponding terms apply if and when you use it.
(a) Reports are submitted to FINTRAC using your FINTRAC reporting entity enrollment and API credentials. Comply+ acts solely as a technical conduit for transmission at your direction. You are the submitter of record for every report.
(b) FINTRAC's systems, availability, validation rules, and acceptance decisions are outside Comply+'s control. Comply+ makes no warranty that FINTRAC will accept, acknowledge, or process any report, or that transmission will occur within any particular time.
(c) A submission confirmation within the Services indicates only that a transmission attempt was made and a response received; it is not a representation that your report was accurate, complete, timely, or compliant.
(d) You must review submission statuses and FINTRAC acknowledgments and correct rejected or erroneous reports. Comply+ has no obligation to detect, correct, or resubmit rejected or erroneous reports.
(a) Third-Party Data. Screening is powered by Third-Party Data providers (currently OpenSanctions Datenbanken GmbH). Providers may be added, replaced, or removed at any time. Third-Party Data is compiled from publicly available government and other sources that Comply+ does not control, verify, or validate. Third-Party Data is provided "as is." Neither Comply+ nor its providers warrants the accuracy, completeness, currency, or fitness for purpose of any Third-Party Data. You bear sole responsibility for decisions and actions taken on the basis of screening results.
(b) Probabilistic Matching. Screening uses probabilistic name-matching algorithms. Results will include false positives (matches that are not your customer) and may omit false negatives (true matches not returned), including due to name variations, transliteration, incomplete source data, result limits, and the score thresholds and cutoffs in effect. Where you configure screening parameters (including score cutoffs), you are solely responsible for that configuration and its consequences. Result sets may be truncated at query limits; a truncated result set is not a complete list of potential matches.
(c) Not a Determination. A screening result — including a "no match" or "clear" result — is not a determination, representation, or assurance that any person is or is not sanctioned, a PEP, a head of an international organization, or otherwise listed, and is not a substitute for the identification, verification, and enhanced-measure obligations that apply to you. Reviewing, dispositioning (confirming or dismissing), and acting on matches are your compliance decisions alone.
(d) Point-in-Time Only; No Ongoing Monitoring. Each screening run reflects the provider's dataset at the moment of the query. The Services do not perform continuous monitoring or automatic re-screening. Lists change frequently. You are solely responsible for determining your re-screening frequency and for initiating re-screening. Comply+ has no liability for changes to any list after a screening run.
(e) Screening Failures. Screening runs may fail, be delayed, or be unavailable (including due to provider outages or maintenance). A failed or skipped screening is not a "clear" result. You must monitor screening statuses and re-run failed screenings; your fallback obligations under Section 4.1c apply.
(f) Use Restrictions. Third-Party Data is licensed, not sold. You may use screening results solely within the Services for your own internal compliance purposes. You must not: extract, scrape, resell, redistribute, publish, or make Third-Party Data available to any third party; use it to build or supplement any database or product; use it for marketing, employment, credit, tenancy, insurance, or any consumer-reporting purpose; or use it for any unlawful, discriminatory, or harassing purpose. You must have a lawful basis to screen every person you screen.
(g) You acknowledge that individuals you screen may appear in Third-Party Data compiled from public sources, and that handling any resulting inquiry, complaint, or rights request from your customers is your responsibility as the party with the customer relationship.
(a) Obligation templates, categories, statutory references, and default recurrence intervals offered by the Compliance Calendar are general informational starting points only. They may be incomplete, inapplicable to your entity type or activities, or out of date as laws change. They are not legal advice and not a complete inventory of your obligations. You must independently identify, verify, and configure the obligations and dates that actually apply to you.
(b) Due dates, recurrence rules, lead times, completion entries, and notes are records you create and maintain. Marking an item complete is your record entry, not a verification by Comply+ that anything was done or done correctly.
(c) All calendar Notifications are subject to Section 4.2. Missing, disabling, or not receiving a reminder does not excuse, defer, or transfer any obligation or deadline.
(a) Convenience Repository, Not a System of Record. The Records Module lets you store compliance documents (such as policies, effectiveness reviews, risk assessments, training records, registrations, and customer identification documents) with version history, notes, tags, links, and review workflows. It is a convenience repository only. It is not an archival, escrow, WORM, or records-management system, and it is not a substitute for the independent record-keeping the PCMLTFA and other laws require of you. You must maintain independent copies, outside the Services, of every document you are required to retain. If Comply+ discontinues the Records Module or the Services, Section 17.5 applies.
(b) Integrity and Corruption. The Services perform technical checks on upload (including file-type validation and checksum computation) as aids only. Comply+ does not warrant that any stored document or version will remain intact, uncorrupted, retrievable, or renderable, or that any file is free of malicious code or defects. You are responsible for verifying that each uploaded version is complete and readable, and for re-verifying documents you download or export before relying on them.
(c) Deletion Is Permanent. Deleted documents are retained in a recoverable state for a limited grace period (currently 30 days) and are then permanently and irreversibly purged, including all versions, notes, links, and associated review and attestation records. Comply+ has no obligation or ability to recover purged content. Deleting a document does not satisfy or excuse any retention obligation you have.
(d) Review & Attestation Workflows. You may direct the Services to email secure review links to Reviewers you designate. You acknowledge and agree that:
(ii) a review link permits the recipient (or anyone the recipient forwards it to, prior to use or expiry) to view and download the linked document version; you assume all risk of forwarding, interception, or misuse of review links after transmission;
(iii) review outcomes record information provided by the Reviewer together with technical metadata; Comply+ does not verify the identity, title, authority, or qualifications of any Reviewer;
(iv) an attestation or review outcome recorded by the Services is a record of an assertion — it is not an electronic signature, notarization, certification, or legal opinion, and Comply+ makes no representation about its legal effect or its sufficiency for any regulatory purpose; and
(v) review requests expire and may be declined, ignored, or fail to deliver; obtaining reviews and approvals your compliance program requires remains your responsibility.
(e) Exports. Export functions (including the review/attestation register) are provided as a convenience. Comply+ does not guarantee that any export will be available, complete, or generated within any particular time, including in time for any audit, examination, or regulatory request. Generate and retain exports on a regular schedule in advance of need.
(f) Limits. Storage is subject to file-size, file-type, and volume limits as published or configured, which may change. The Records Module must not be used as general-purpose file storage.
(a) Risk ratings, business-relationship statuses, review dates, and related fields are your determinations, recorded by you. The Services record what you decide; Comply+ does not assess, rate, or classify your customers and has no responsibility for any rating or determination you record (or fail to record).
(b) Business-relationship suggestions, prefilled next-review dates, and default review intervals are informational defaults derived from generic rules. They are configurable, may not reflect FINTRAC's requirements as applied to your business, and are not advice. You must set intervals and make determinations consistent with your own risk assessment and applicable law.
(c) Risk-history logs are convenience records subject to Sections 4.1d and 5.4(e).
Where you purchase Managed Reporting Assistance (or any similar professional assistance) under an Order Form, the following apply in addition to everything else in these Terms:
(a) Scope. The specific services, report types, data-delivery schedule, cutoffs, and deliverables are exclusively as set out in the applicable Order Form. Descriptions on the website or in marketing materials do not define or expand the scope.
(b) Preparation Assistance; You Approve and Submit. Unless the Order Form expressly states otherwise, Comply+ personnel prepare draft reports from the data you provide, and you must log in, review, approve, and submit each report yourself. Comply+ has no obligation or authority to submit any report on your behalf unless the Order Form expressly provides for it, and where it does, submission occurs only in accordance with the approval procedure in the Order Form. In all cases you remain the reporting entity and the party responsible for every report.
(c) Reliance on Your Data. Comply+ prepares reports exclusively from the data you deliver, and is entitled to rely on it as accurate, complete, and lawfully provided, without any duty of independent verification, investigation, or transaction monitoring. Quality review performed by Comply+ personnel is limited to reasonable-care checks of formatting and apparent completeness; it is not compliance validation, legal review, or a determination of reportability.
(d) Reportability Decisions Are Yours. Determining whether any transaction is reportable — including whether reasonable grounds to suspect exist for an STR — is inherently your judgment as the reporting entity. Comply+ personnel do not and will not make that determination for you.
(e) Timeliness. Statutory deadlines apply to you, not Comply+. Preparation timelines depend on you delivering complete, usable data by the cutoffs in the Order Form. If data is late, incomplete, or unusable, or if you do not review and approve promptly, reports may be late, and that risk is yours. Comply+ has no liability for any late filing, however caused.
(f) Summaries. Any periodic summaries provided are informational conveniences. You must review each summary promptly and notify Comply+ in writing of any suspected error within fifteen (15) days of delivery.
(g) No Delegation of Compliance. Managed Reporting Assistance is administrative assistance with report preparation. It is not the outsourcing of your compliance program, does not make Comply+ your compliance officer, agent (except as a limited technical mandatary for transmission where the Order Form expressly provides), or advisor, and does not transfer any obligation, liability, or penalty exposure from you to Comply+.
(h) Fees. Onboarding and subscription fees for Managed Reporting Assistance are non-refundable per Section 6, including where you terminate before or during onboarding.
(a) 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 does not by itself satisfy the training component of your compliance program, which must be appropriate to your business and documented by you.
(b) 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 do not evidence competence, expertise, or qualification to perform compliance functions. You remain solely responsible for ensuring that all personnel performing compliance functions are adequately trained, qualified, and supervised.
(c) Academy Administration. The portal may provide administrative functions for the Training Service, including inviting learners, linking accounts, and viewing training progress and cycle status. By inviting a learner, you confirm you are authorized to provide their name and email address and to receive their training progress information. Training progress data is retrieved from the Academy system when displayed and may be unavailable, delayed, or incomplete; training-related Notifications are subject to Section 4.2. You must export and retain your own training records and certificates per Section 4.1d.
(a) Comply+ may offer features or Modules designated as beta, preview, pilot, or early access ("Beta Features"). Beta Features are provided "as is," may be modified or withdrawn at any time, may contain errors, are excluded from any service commitments, and are used entirely at your own risk. Additional beta terms may be presented at enablement.
(b) Investigations Module (announced; not yet released). Comply+ has announced a planned Investigations Module for documenting AML investigations, recording unusual-transaction determinations, and escalating investigations to STR drafts. If and when released, it will be governed by these Terms (including this Section 5.8 while in beta) and any module-specific terms presented at enablement. For clarity: conducting investigations, deciding whether a transaction is unusual or suspicious, deciding whether to file an STR, and the content of any investigation record or filing will be your responsibility exclusively, per Sections 2.2, 2.3, and 3. Announcement of this Module is not a commitment to release it by any date or at all (see Section 9).
Access to the Services requires payment of subscription fees as set forth in your 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 Order Form. Unless otherwise specified, Fees are due on the first day of each billing period.
(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: unused time on a subscription; unused licenses, features, or Services; fees paid for a subscription that is terminated or suspended (whether by you or by Comply+); fees paid if you are dissatisfied with the Services; onboarding or setup fees for Managed Reporting Assistance; downtime, service interruptions, or unavailability of the Services; and any other reason. 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 17 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 (including screening-run volumes and storage limits), you acknowledge: exceeding limits may result in additional fees per your Order Form; Comply+ may suspend access if you exceed usage limits without payment of overage fees; and Comply+'s usage tracking is deemed accurate absent manifest error.
Comply+ may offer free trials, sandbox environments, and promotional pricing at its discretion, subject to additional terms specified at the time of offer. Sandbox and unpaid environments are for evaluation only, carry no data-persistence guarantee, and must not be used for production compliance or live customer data. 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. Downgrading or removing a Module may make data associated with that Module inaccessible; export first.
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.
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 and Data:
(e) Data and Content Violations:
(f) Account and Access Violations:
(g) Abuse of Automation Features:
(h) Interference with Other Users:
Comply+ may: monitor, review, and investigate your use of the Services to ensure compliance with these Terms; remove, disable access to, or modify any content, data, or materials that violate these Terms or applicable law; 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; and 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; and 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 (including from a person you screened or a Reviewer you designated), 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 7.2, 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 Services (including hosting, email delivery, screening data, AI processing, payments, and support tooling). These providers are contractually obligated to: protect personal information with appropriate security standards; use personal information only for the specific purposes we authorize; comply with applicable privacy legislation, including PIPEDA; maintain confidentiality of personal information; and return or delete personal information upon termination of the services, except as required by law. The current list of sub-processors is set out in our Privacy Policy.
Certain integrations connect the Services to accounts and providers that you contract with directly (for example, your FINTRAC enrollment and API credentials, and any KYC/identity-verification providers you connect). For Customer-Connected Services:
(a) your relationship with the provider is governed solely by your agreement with that provider;
(b) you are responsible for maintaining those accounts, credentials, and contracts and for your compliance with the provider's terms; and
(c) Comply+ is not a party to, and has no responsibility under, your agreements with those providers.
Where the Services rely on or integrate with third-party data providers, systems, or services (including FINTRAC systems and screening data providers), you acknowledge that:
(a) Comply+ does not control and does not validate third-party data or systems;
(b) you are responsible for independently verifying third-party data before relying on it;
(c) third-party services may change, degrade, or become unavailable without notice; and
(d) Comply+ makes no warranty regarding, and has no liability for, third-party data, services, systems, or integrations. Restrictions imposed by our data providers (including those in Section 5.2(f)) bind you.
We may modify, suspend, or discontinue the Services or any Module. Discontinuation of the Services in their entirety is subject to the wind-down provisions of Section 17.5. The Services are provided on an "as-is" and "as-available" basis unless otherwise expressly agreed in writing in an Order Form.
Future Features and Beta Services. Comply+ may offer, announce, or describe features, functionality, Modules, or services that are under development, in beta testing, or not yet generally available ("Future Features"), including the Investigations Module described in Section 5.8. 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 Features (Section 5.8) are provided "as-is" with additional disclaimers and without service level commitments.
Comply+ and its licensors own all rights, title, and interest in and to the Services, including all software, workflows, text, graphics, user interface, obligation templates, and content (the "Service Content"). We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services during your paid term for your internal business purposes only. Third-Party Data remains the property of the applicable data provider and is licensed subject to Section 5.2(f).
As between you and Comply+, you retain all right, title, and interest in and to 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 Services; and
(d) immediately cease upon your written request, with removal to be completed within thirty (30) days.
Notwithstanding Section 10.3, 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 Services;
(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 claims, demands, actions, suits, proceedings, investigations, audits, or inquiries (whether criminal, civil, administrative, regulatory, or otherwise); liabilities, judgments, awards, settlements, fines, penalties, sanctions, or administrative monetary penalties; and damages, losses, costs, and expenses of any kind (including 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 way touching upon:
(d) Your violation or alleged violation of any applicable law, regulation, regulatory requirement, or third-party right, including the PCMLTFA and its regulations; FINTRAC policies, guidelines, interpretations, or requirements; any anti-money laundering, counter-terrorist financing, sanctions, or financial services law or regulation; privacy, data protection, or consumer protection laws; and intellectual property rights;
(e) Any regulatory enforcement actions, FINTRAC examinations, audits, investigations, inquiries, or compliance reviews; administrative monetary penalties under the PCMLTFA; criminal offences or prosecutions under the PCMLTFA; enforcement actions or sanctions by any regulatory authority; or civil or criminal proceedings by any governmental authority;
(f) Any compliance program deficiencies;
(g) Any filing errors, omissions, delays, or rejections, including any missed deadline (whether or not a Notification was generated, delivered, or received);
(h) Any failure to detect, prevent, or report suspicious transactions or illegal activity;
(i) Your reliance on any output or information provided by the Services, including screening results, risk or business-relationship suggestions, calendar templates, Notifications, and AI-generated outputs;
(j) Any claims by your customers, clients, employees, contractors, or any third party arising from your use of the Services, including claims by any person you screened (including claims relating to false positives, PEP or sanctions designations, or your handling of screening results), claims by any Reviewer you designated or arising from your transmission or handling of review links, and claims relating to documents you stored in or deleted from the Services;
(k) Your negligence, willful misconduct, fraud, or breach of fiduciary duty;
(l) Any unauthorized access to or use of your account or credentials;
(m) Any allegation that Comply+ was acting as your agent, compliance officer, or advisor or was responsible for your compliance program; and
(n) Any data you provide to Comply+ personnel in connection with Managed Reporting Assistance, and any report prepared from that data.
Your indemnification obligations are unlimited and apply regardless of: whether the claim is successful; any contributory negligence by any Comply+ Party; whether you were aware of the facts giving rise to the claim; and any limitation of liability provision in these Terms. Notwithstanding the foregoing, nothing in this Section 11 requires you to indemnify a Comply+ Party for that portion of any claim finally determined by a court of competent jurisdiction to have resulted directly from that Comply+ Party's fraud or willful misconduct, or from liability that cannot be excluded under applicable law (Section 16.2(e)).
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;
(ii) cooperate fully with Comply+ in the defense of any claim;
(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; and
(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 11 shall survive termination of these Terms and apply to all claims arising from your use of the Services.
You agree not to reproduce, duplicate, copy, sell, resell, distribute, or publicly display any portion of the Services or the Service Content. Furthermore, you shall not:
(a) Take screenshots, screen recordings, or captures of the Services 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.
"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_08052026. 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. If you and Comply+ execute a separate data processing agreement in the future, it will apply as set out in Section 20.2.
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.
(d) Without limiting the foregoing, Comply+ expressly disclaims any warranty or representation that: Notifications will be generated, sent, delivered, or received; Third-Party Data or screening results are accurate, complete, or current, or that screening will identify any or all matches; documents, versions, attestation records, audit trails, or exports will be preserved, intact, uncorrupted, retrievable, or available at any particular time; risk or business-relationship suggestions are appropriate for your business; calendar templates identify or correctly describe your legal obligations; training progress data will be available or current; or that any Module output is fit for any regulatory purpose.
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 tools 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:
(iii) Loss of, corruption of, or unauthorized access to data, documents, or information (including documents stored in the Records Module and their version histories and attestation records);
(iv) Business interruption, downtime, or inability to use the Services;
(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, including any missed deadline, lapsed registration, or late filing (whether or not a Notification was generated, delivered, or received);
(vii) Any investigation, audit, examination, or inquiry by FINTRAC, law enforcement, or any regulatory authority, including any inability to produce records or exports in connection therewith;
(viii) Any errors, omissions, delays, or inaccuracies in your filings, reports, screenings, risk ratings, calendar entries, or compliance activities;
(ix) Any failure to detect, prevent, investigate, or report suspicious transactions, money laundering, terrorist financing, sanctioned parties, politically exposed persons, or other illegal activity, including any false positive or false negative screening result;
(x) Any consequences arising from your reliance on the Services or any output, recommendation, classification, suggestion, Notification, or information provided by the Services, including AI-generated outputs;
(xi) Any claim by your customers, employees, regulators, screened individuals, Reviewers, 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 $2,000.
(c) Scope and Application. The limitations and exclusions in this Section 16.2 apply regardless of:
(i) the number of claims asserted;
(ii) the legal theory or basis of liability;
(iii) whether Comply+ was advised, knew, or should have known of the possibility of such liability;
(iv) the failure of any limited remedy to achieve its essential purpose;
(v) any negligence (whether sole, joint, concurrent, or gross negligence) by any Comply+ Party, except where prohibited by applicable law;
(vi) any fundamental breach of contract, except where prohibited by applicable law; and
(vii) the cause of any damage, loss, or claim.
(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. THE SERVICES ARE PRICED AS SOFTWARE TOOLS, NOT AS INSURED OR OUTCOME-GUARANTEED PROFESSIONAL SERVICES, AND COMPLY+ WOULD NOT PROVIDE THE SERVICES WITHOUT THESE LIMITATIONS. If any limitation in this Section 16.2 is found to be unenforceable, the remaining limitations shall remain in full force and effect.
(e) Exceptions. Nothing in this Section 16.2 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 (or any Module) 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, screening result, suggestion, template, Notification, 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, integrity, or accuracy of any data, document, version, attestation record, audit trail, or export stored, processed, generated, or transmitted through the Services;
(f) Notification Delivery: The generation, transmission, delivery, or receipt of any Notification;
(g) Third-Party Systems and Data: The availability, compatibility, accuracy, or proper functioning of FINTRAC systems, screening data providers, email delivery providers, or any third-party service, integration, or data source;
(h) 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, DOCUMENT CORRUPTION, MISSED OR UNDELIVERED NOTIFICATIONS, MISSED DEADLINES, SCREENING ERRORS, 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 (including email delivery, hosting, and data providers), 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:
(a) suspend or terminate your access to the Services; and/or
(b) delete or disable your account, data, or content; in each case at any time and for any reason or no reason, including but not limited to: violation of these Terms or the Acceptable Use Policy; any actual or suspected violation of applicable law or regulation; security threats or credential compromise; non-payment of fees or breach of payment obligations; use creating legal risk for Comply+; conduct damaging Comply+'s reputation or business; receipt of legal process, regulatory inquiry, or third-party complaint concerning your use of the Services; subscription termination; Comply+'s decision to cease offering Services; or any other reason in Comply+'s judgment. Comply+ has no liability for suspension or termination, including data loss, missed deadlines, business interruption, lost profits, or any consequential damages.
You may terminate your use of the Services, which shall be done in accordance with your applicable Order Form, if any. Termination does not relieve payment obligations or prior liability.
Upon termination or expiration of these Terms for any reason:
(a) your license to access and use the Services immediately terminates;
(b) you must immediately cease all use of the Services and Service Content;
(c) all of your Access Credentials will be deactivated;
(d) all data and content stored in the Services will be deleted in accordance with our Privacy Policy, and Comply+ has no obligation to retain, return, or provide access to such data; and
(e) you remain obligated to pay all outstanding fees and charges. Export everything you need before terminating (see Section 4.1d).
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.
(a) Comply+ may discontinue the Services, or any Module, at any time (Section 9). Where Comply+ elects to discontinue the Services in their entirety, or to permanently discontinue the Records Module, Comply+ will use commercially reasonable efforts to provide at least ninety (90) days' advance notice by email or in-Service notice (the "Wind-Down Period") so that you can export your data.
(b) During the Wind-Down Period, then-existing export functions remain available on an as-is basis. You are solely responsible for exporting everything you require before the end of the Wind-Down Period (Section 4.1d). After the Wind-Down Period, all Customer Data and account data may be permanently deleted, and Comply+ has no obligation to retain, escrow, migrate, host, or transfer any data, document, record, or export.
(c) The Wind-Down Period is a commercially-reasonable-efforts commitment, not a guarantee. It does not apply, or may be shortened, where discontinuation results from or is affected by: applicable law, regulatory action, or court order; insolvency, bankruptcy, receivership, or similar proceedings (in which case control of any wind-down may rest with a trustee, receiver, or other third party rather than Comply+); force majeure; loss of a critical supplier; or a security risk. Comply+ has no liability for any shortening or unavailability of the Wind-Down Period in such circumstances.
(d) Account-level suspension or termination under Sections 17.1 and 17.2 is not a wind-down and carries no notice commitment. Discontinuation of the Services does not excuse, defer, or transfer your statutory record-keeping or compliance obligations; Section 4.1d requires you to maintain independent copies on an ongoing basis precisely so that discontinuation of the Services cannot affect your compliance position.
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:
(a) in any court of competent jurisdiction;
(b) in any jurisdiction where you reside, conduct business, or have assets; or
(c) in multiple jurisdictions concurrently or sequentially. Comply+ may pursue litigation in any jurisdiction for claims including but not limited to: unpaid fees; intellectual property violations; confidentiality breaches; equitable relief; Acceptable Use Policy violations; and any other claims where Comply+ determines litigation in such jurisdiction is appropriate.
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:
(a) DISPUTES WILL BE RESOLVED INDIVIDUALLY, NOT AS CLASS OR COLLECTIVE ACTIONS;
(b) YOU WAIVE RIGHTS TO CLASS ACTIONS OR TO SERVE AS A CLASS REPRESENTATIVE;
(c) YOU WAIVE RIGHTS TO CONSOLIDATE PROCEEDINGS WITHOUT COMPLY+'S CONSENT;
(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 18.1 AND 18.3.
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; and
(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 18 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: posting a notice on our website or within the Services; sending an email to the email address associated with your account; displaying a prominent notice when you next log in to the Services; or providing notice through other reasonable means. Notice of material changes to the Services Terms will be provided on or before the effective date of such changes.
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; and
(e) changes to dispute resolution procedures.
These Terms, together with any Order Form(s), Privacy Policy, Data Processing Agreement (DPA) (if executed), 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) DPA (if any);
(c) module-specific or beta terms presented at enablement;
(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 (except modifications made under Section 19). 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), 4.1d (data retention), 5.2(f) (Third-Party Data use restrictions), 6 (payment obligations), 7.3–7.7 (Acceptable Use Policy consequences and export compliance), 10 (Intellectual Property), 11 (Indemnification), 13 (Confidentiality), 15 (Disclaimers), 16 (Allocation of Risk; Limitation of Liability), 17.3 (Effects of Termination), 18 (Governing Law and Jurisdiction), 20, 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. Nothing in these Terms creates a partnership, joint venture, employment, fiduciary, or agency relationship between the parties, except that where an Order Form expressly authorizes Comply+ to transmit reports on your behalf, Comply+ acts solely as your limited technical mandatary for that transmission.
Except for the Comply+ Parties (who may enforce provisions in their favour), these Terms do not confer any rights or remedies on any third party.
Notices to Comply+ must be sent to the legal notice address above. Notices to you may be provided by email to your account address, in-Service notice, or posting. You consent to receiving communications and entering into this agreement electronically. The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont exigé que les présentes conditions et tous les documents connexes soient rédigés en anglais.
Headings are for convenience only and do not affect interpretation.
These Terms of Service were last updated on August 5, 2026 (Version 3.0)