Terms of Service

These Terms of Service ("Terms") govern access to and use of CertiTrack (the "Service"), operated by EspyAds ("we", "us", or "Provider"). By creating an account, accepting an invitation, or using the Service, you agree to these Terms on behalf of yourself and, if applicable, the organization you represent ("Customer").

1. The Service

CertiTrack is a multi-tenant software-as-a-service platform that helps Canadian organizations track continuing education (CE), licences, certificates, regulatory alerts, and related compliance workflows. The Service is content-agnostic infrastructure; Customer remains responsible for the accuracy of roster data, regulatory interpretation, and filings with regulators.

2. Accounts and organizations

• You must provide accurate registration information and keep credentials secure.
• Organization owners and admins control memberships, roles, SSO, and data retention within the tenant.
• You must not share login credentials. MFA, where enabled, is part of your security obligations.
• We may suspend accounts that pose a security risk, violate these Terms, or fail payment after notice.

3. Licence and ownership

We grant Customer a limited, non-exclusive, non-transferable, revocable right to use the Service during an active subscription for internal business purposes. We retain all rights in the Service, software, branding, and documentation. Customer retains all rights in Customer Data (roster, certificates, configurations, and content uploaded by Customer).

4. Customer data and privacy

Processing of personal information is described in our Privacy Policy and, where applicable, a signed Data Processing Addendum (DPA). For B2B use, Customer is typically the organization that determines purposes of processing employee/broker data; we act as a service provider / processor as defined under applicable Canadian privacy law.

5. Acceptable use

Use of the Service is also subject to the Acceptable Use Policy. Without limitation, you must not: probe or breach security; upload malware; scrape the Service beyond documented APIs; infringe third-party rights; or use the Service for unlawful surveillance.

6. Regulatory non-reliance

CertiTrack provides tools and information aids. It does not replace legal counsel, a compliance officer's judgment, or official regulator guidance. Course catalogues, hour calculations, and alerts may lag source publications. Customer is solely responsible for regulatory compliance outcomes.

7. Subscriptions, trials, and fees

• Fees, seat limits, and plan features are as shown in Billing or an order form.
• Trials may be limited in time, features, or support tier.
• Unless otherwise stated, fees are in Canadian dollars and exclusive of applicable taxes (including GST/HST).
• Non-payment may result in suspension after reasonable notice.

8. Service levels and support

Availability targets and support hours, if any, are described in the Service Level overview or Customer's order form. Scheduled maintenance and force majeure events are excluded from uptime calculations unless otherwise agreed.

9. Confidentiality

Each party may receive confidential information of the other. The receiving party will use it only to perform under these Terms and protect it with reasonable care. Obligations do not apply to information that is public, independently developed, or required to be disclosed by law (with notice where legally permitted).

10. Warranties and disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" TO THE MAXIMUM EXTENT PERMITTED BY LAW. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant uninterrupted or error-free operation.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL. OUR AGGREGATE LIABILITY ARISING OUT OF THE SERVICE IN ANY TWELVE-MONTH PERIOD WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO US FOR THE SERVICE IN THAT PERIOD (OR CAD $100 IF NO FEES WERE PAID). These limits do not apply to liability that cannot be limited under Canadian law, or to a party's fraud or willful misconduct.

12. Indemnity

Customer will defend and indemnify us against third-party claims arising from Customer Data, Customer's misuse of the Service, or Customer's violation of law or these Terms, except to the extent caused by our breach of these Terms.

13. Term and termination

These Terms apply while Customer uses the Service. Either party may terminate for material breach if not cured within thirty (30) days of notice. Upon termination, Customer's access ends; export options, if available, should be used before termination. Sections that by nature should survive (including liability, indemnity, and confidentiality) survive termination.

14. Governing law and disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law rules. The courts of Ontario sit in Toronto shall have exclusive jurisdiction, subject to mandatory consumer protections where they apply. Parties will first attempt good-faith resolution.

15. Changes

We may update these Terms by posting a revised version with a new effective date. Material changes affecting existing paid Customers will be communicated through the Service or email where practicable. Continued use after the effective date constitutes acceptance.

16. Contact

Questions: legal@espyads.net · See also Contact.