COMPASS TERMS OF SERVICE
Effective date: September 2, 2022
If you have any questions about these Terms of Service, please contact us by email: info@checkcompass.ca.
These Terms of Service (the “Terms”) are a legal agreement between the end user (“you” or “your”) and 11957333 Canada Incorporated (“Compass”) and govern your use of the Services (as defined below).
When you use the Compass website or the Services, you agree to be bound by these Terms and you have the authority to enter into this Agreement. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not use the Website or Services
By using the Services and agreeing to these Terms, you consent to Compass’ collection, use and disclosure of User Data (as defined below), as applicable, in accordance with Compass’ privacy policy available at https://checkcompass.ca/privacypolicy (the “Privacy Policy).
1. Services.
a) “Services” means any services provided to you by Compass, including Compass’ proprietary software-as-as-service platform and any Content (as defined below) made available by Compass.
b) Content and Third-Party Content. It is our goal to provide increased value to you, our Users. Therefore, Compass may make certain tools, templates, models, links to other websites owned and operated by third parties or other content available to you for your use with the Services (the “Content”). Some Content obtained by Compass from third parties for your use (the “Third Party Content”) may be subject to restrictions. You agree that: (a) access to Third Party Content may be revoked by such third parties at any time; (b) Compass is not responsible for and has no control over any Third Party Content other than making it available to you in connection with the Services; (c) Compass does not sponsor or endorse any Third Party Content; and (d) Compass makes no representations or warranties, and has no liability to you or any of your third parties or representatives with respect to the accuracy, relevance, or results of your use of any Third Party Content. You are responsible for your compliance with any terms and conditions applicable to such Third Party Content. If we are made aware that you failed to adhere to any such Third Party Content terms and conditions, we may suspend or terminate your subscription to the Services.
COMPASS SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OF OR RELIANCE ON ANY THIRD PARTY CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEBSITES OR SERVICES.
c) No Professional Advice. The Services and Third Party Content are for educational and informational purposes only and does not constitute the provision of professional mental health, medical or other professional advice.
d) EMERGENCY DISCLAIMER YOU HEREBY ACKNOWLEDGE AND AGREE THAT OUR SERVICES ARE NOT INTENDED TO BE USED IN THE CASE OF MEDICAL EMERGENCIES AND ARE BY NO MEANS A SUBSTITUTION FOR EMERGENCY MEDICAL HELP OR MENTAL HEALTH CARE. IN THE EVENT OF A MEDICAL EMERGENCY, YOU SHOULD DISCONTINUE USE OF OUR SERVICES AND CONTACT 911 IMMEDIATELY OR SAFELY MAKE YOUR WAY TO THE NEAREST HOSPITAL OR HEALTH CENTRE.
2. Provision of the Services. To access certain features of the Website and Services, you may be required to register for an account (your “Account”). Your organization has an agreement with Compass whereby you will be prompted to register and sign-in through your organization’s-issued credential (the “Single Sign- On”). To access the Services, you will be prompted to follow the Single Sign-On steps to login through your organization’s issued credentials. You agree that you are responsible for keeping your Account password confidential and secure, and further understand that you are solely responsible and liable for any activities that occur under your Account. To use and/or register for the Services, you must be over the age of majority in the jurisdiction in which you reside. Compass is not responsible for any unavailability of the Services caused by circumstances beyond Compass’s reasonable control. Compass gives you the right to access the Services in the manner permitted by these Terms and from anywhere without paying any fee. However, your access right is non-transferrable.
3. Term and Termination. The term of this agreement shall begin when you first start using the Services. The term of this agreement may end when your organisation terminates its relationship with Compass or, alternatively, you may terminate this agreement at any time by cancelling your subscription, as applicable, through your Account. Compass may terminate this agreement immediately without notice if you breach any provision of these Terms. Upon termination of this agreement, the rights, granted to you will end, except as otherwise indicated in this agreement.
4. User Data. “User Data” means any data, answers, selections, information, files, or other material provided by you to Compass in the course of using the Service including any third-party data obtained by you as long as it does not identify you directly or indirectly. For further clarity, Compass will not collect any information that allows you to be personally identified directly or indirectly. You may not upload or submit User Data while using the Service unless you own or have lawfully obtained permission to do so.
5. Protection, Ownership, and Use of User Data.
a) Compass has implemented and will maintain commercially reasonable technical and organizational safeguards to prevent the unauthorized access, use or disclosure of User Data stored in the Services. You will protect the confidentiality of all usernames, passwords, and other information you use to access the Services and will change your passwords periodically.
b) You hereby grant Compass the right to access, use, distribute, sub-license and copy the User Data for the purpose of providing and/or improving the Services and creating aggregated and anonymized statistical analytics (“Aggregated Statistics”). You allow Compass to grant that right in the Aggregated Statistics to others. Compass shall be the owner of all Aggregated Statistics and may use the Aggregated Statistics for any business purposes, including product development and improvement of the Website and/or Services.
c) You further agree that Compass may process User Data, as well as your inputs to, selections, actions, training and interactions with the Services, to develop Compass’ machine learning models, algorithms, learned elements, biases, attributes, and attribute transformations (the “Learned Elements”). Compass shall be the exclusive owner of all intellectual property rights in such Learned Elements and will be free to use Learned Elements to improve and enhance the Services, including for other development, diagnostic and corrective purposes in connection with the Services, provided that the Learned Elements do not contain any data that identifies you directly or indirectly.
6. Ownership of Services, Intellectual Property. Except as otherwise stated in this Agreement, all title, ownership rights, and intellectual property rights in and to the Website, Services, Aggregated Statistics,
Learned Elements, and any services or deliverables (excluding User Data) delivered pursuant to the Services belong to Compass and its licensors. You will be held responsible if you infringe the copyright of Compass in the Services. Any feedback you provide regarding any errors, suggestions, ideas, performance or problems related to the Service (“Feedback”) Website or any of Compass’ products will become the sole and exclusive property of Compass. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant Compass and its affiliates the right to use the Feedback for the purposes of improving the Services and platform generally. You will not be entitled to receive any compensation of any kind arising out of Compass’s reliance on or use of your Feedback.
7. Indemnity. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD COMPASS, ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY A THIRD PARTY, RELATING TO OR ARISING FROM: (A) YOUR USE OF THE WEBSITE OR SERVICES; (B) ANY VIOLATION BY YOU OF THESE TERMS; (C) YOUR VIOLATION OF ANY RIGHTS OF ANOTHER;AND (D) ANY VIOLATION BY YOU OF ANY APPLICABLE LAW OR REGULATION. THIS OBLIGATION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THESE TERMS AND/OR YOUR USE OF THE WEBSITE AND/OR SERVICES.
8. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL COMPASS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE, THIS WEBSITE, SERVICES, CONTENT OR ANY OF THE INFORMATION OR MATERIALS CONTAINED IN THE SERVICES, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES,(III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE OR SERVICES, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE OR SERVICES, INCLUDING ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE OR SERVICES, OR (V) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR SERVICES OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE OR SERVICES. THESE LIMITATIONS SHALL APPLY EVEN IF COMPASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
9. Monitoring Usage. You acknowledge and agree that Compass may, from time to time, review and monitor use of the Services, including analysis of individual user behaviour, in order to test and evaluate the performance of the Services and to protect the operation and integrity of Compass’ systems. Compass may collect technical data and related Account activity information, including, but not limited to technical information about your use of the Services (for example: session length, device type, operating system), and use this information (other than User Data) for any business purposes, including for purposes of research, development, and service improvement; provided that such information does not include User Data.
10. Compliance with Laws. This Agreement will be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein. You and Compass will comply with applicable privacy and data protection laws and data security policies relevant to the Services.