Terms of Service

1. Agreement to These Terms

These Terms of Service (the "Terms") are a binding agreement between ClearBreach Technologies Inc. ("ClearBreach," "we," "us") and the individual or organization that creates an account or purchases a subscription or product ("you," "Subscriber"). By creating an account, clicking "I agree," or using the Service, you accept these Terms and consent to contracting electronically. If you are agreeing on behalf of an organization, you represent that you have authority to bind it. If you do not agree, do not use the Service.

2. Eligibility

You must be at least 18 years of age or the age of majority in your province of residence, and have the legal capacity and authority to enter into these Terms. The Service is intended for business use by organizations subject to Canadian private-sector privacy law.

3. Definitions

• "Service" means the ClearBreach web application and any outputs it generates ("Generated Documents"). The Service comprises the breach assessment, compliance assessment and privacy impact assessment workflows, and the MSP account layer through which a service provider runs them for its clients. The features available to you are those live in your plan at a given time (see §10 and §11).

• "Materials" means all content, guidance, assessments, templates, and Generated Documents made available through the Service.

• "Subscription" means a paid plan, and any paid add-on offered with it.

• "Purchase" means any payment to ClearBreach: a Subscription, or a one-time purchase of a single assessment bought without a plan.

• "Your Content" means information, answers, and data you input into the Service.

4. The Service

ClearBreach provides guided, self-directed privacy-compliance software for Canadian small and medium businesses under PIPEDA, Alberta PIPA, and BC PIPA. British Columbia's PIPA does not currently impose a mandatory breach-notification requirement on private-sector organizations; where BC PIPA applies, the Service identifies whether voluntary notification is advisable and does not represent that reporting is legally required under that statute. Products are released in stages; the features available to you are those live in your plan at a given time (see §10–§11).

Certain assessments (including breach-detail inputs) are processed within your browser and are not transmitted to or stored on our servers, as described in our Privacy Policy. Account, subscription, and saved-session data are hosted in Canada, with one exception: payment processing is performed in the United States. By subscribing you acknowledge that your billing and account information is transferred to and processed there by our payment processor.

Your Representations and Personal Information. You represent that you have the authority and a lawful basis to input any personal information into the Service and to use the Generated Documents, and that you are responsible for obtaining any consents required from the individuals whose personal information you input. As between the parties, you are the organization accountable for that personal information under PIPEDA and applicable provincial privacy law; ClearBreach processes it solely on your behalf to provide the Service, as described in the Privacy Policy.

5. Not Legal Advice and No Professional Relationship

The Service and all Materials are provided for practical and informational purposes only and do not constitute legal, regulatory, or other professional advice. ClearBreach is not a law firm, does not practise law, and using the Service does not create a solicitor-client, advisory, or fiduciary relationship.

The Materials, assessments, and Generated Documents are tools to assist you; they are not a substitute for advice from a qualified lawyer or privacy professional regarding your specific circumstances. Privacy laws are complex, fact-specific, and change over time. You are responsible for your own compliance decisions. You use and rely on the Materials at your own discretion and risk, and should verify outputs with qualified counsel before relying on them, particularly for regulatory filings, breach notifications, policies you adopt, or any legally consequential action. ClearBreach makes no representation or warranty that any assessment, determination, or Generated Document is accurate, complete, current, or suitable for your situation, or that following it will achieve or maintain legal compliance.

You acknowledge and agree that you will independently verify any Materials or Generated Document before relying on it, and that ClearBreach is not liable for any decision or action you take in reliance on the Materials without such verification.

Where the Service determines that it does not cover your organization, it will say so. In a breach assessment it will not assess the incident; if you choose to run the assessment anyway, you do so on your own judgement that the determination is wrong, the Service will produce documents prepared under laws that may not apply to you, and both the determination and your decision to proceed are recorded. In the other workflows the limit is stated rather than the work refused: a compliance assessment records in its output which laws it did not cover, and a privacy impact assessment marks an activity it does not cover and does not assess it.

6. Accounts and Security

You must provide accurate registration information and keep your credentials secure. You are responsible for activity under your account and must notify us promptly of any unauthorized use. Where an MSP plan is available, it may create sub-accounts for client organizations, subject to these Terms.

7. Plans, Products, and Fees

The prices, features, and billing period for your selection are those displayed at the time of purchase, in Canadian dollars (CAD), exclusive of applicable taxes (e.g., GST/HST), which will be added. Where add-ons are offered, they are billed separately from the core subscription as described at purchase. Payments are processed by our third-party payment processor (Stripe), subject to their terms; we do not store full payment-card details.

8. Billing, Auto-Renewal, and Price Changes

• Subscriptions are billed in advance for the stated term and, unless cancelled, automatically renew for successive terms at the then-current price.

• Auto-renewal (express consent): by purchasing, you expressly consent to automatic renewal. At least 30 days before each renewal we will notify you by email of the renewal date and the price that will apply. You may cancel at any time before renewal (see §9).

• Price changes: the core subscription list price may be reviewed and adjusted annually by a modest amount (approximately 10%), applied to new signups and renewals, disclosed in the advance renewal notice, and not tied to feature releases. Add-on pricing may be adjusted independently.

• Failed payments may result in suspension of access until resolved.

• Included assessments. Your plan includes a stated number of breach assessments in any rolling twelve-month period. The number included and the number remaining are shown in the Service. Reaching the limit does not end your subscription or affect access to documents you have already produced; additional assessments can be arranged by contacting us.

9. Refunds and Cancellation

• Money-back guarantee: you may request a full refund of a Purchase within 30 days provided you have not downloaded any Generated Documents produced by it. Once you have downloaded a Generated Document, that Purchase is non-refundable: for a Subscription, for the remainder of its term; for a one-time purchase, entirely. To request a refund, email contact@clearbreach.ca from the account address. (One rule for every Purchase. On an MSP account it applies across the account as a whole: the refund stays available until a Generated Document is downloaded for any client organization under it.)

• Cancellation is simple and free, effective at the end of the current paid term.

• On cancellation: Generated Documents you have already created and downloaded are yours to keep and are not revoked. Cancellation ends access to the platform, new document generation and assessments, ongoing updates and record maintenance, saved-session storage, and support. We retain and delete account data per our Privacy Policy and applicable law. One record outlives the account by design: at 24 months an assessment record is reduced to a verification record (the date, the engine and disclaimer versions, and a one-way hash), which is kept for five years from the date of the assessment so that a document you hold can still be confirmed as the one your assessment produced. It contains nothing about the breach.

10. Roadmap and Future Features

Some features may be described as planned, "coming later," or on our roadmap. Your purchase is for the features that are live in your plan at the time of purchase. Roadmap features, timelines, and their inclusion are not guaranteed and are subject to change or discontinuation at our discretion, and are not a condition of your purchase. Where we state a future feature will be added to your plan at no additional cost, we will honour that if and when it ships, but we do not warrant a delivery date.

11. Changes to and Availability of the Service

We may modify, update, add, or discontinue features or the Service (in whole or in part) at any time, with reasonable notice for material changes affecting paid features. We are not liable for any modification, suspension, or discontinuation, except as required by applicable law or these Terms.

12. Your Content and Generated Documents

You own Your Content and the Generated Documents you produce.

Most of Your Content is never transmitted to us. Your breach assessment answers, and the Generated Documents built from them, are processed entirely within your browser and are not sent to or stored by ClearBreach (§4). We cannot host, read, or process what we never receive.

For the account, subscription and assessment-record information you do send us (described in our Privacy Policy) you grant ClearBreach a limited licence to host, process, and use it solely to provide and maintain the Service and as described in that Policy. You are responsible for the accuracy of Your Content and for how you use Generated Documents, which reflect the information you provide (see §5).

13. Intellectual Property

The Service, software, assessment logic, templates, and all related intellectual property are owned by ClearBreach and its licensors. These Terms grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service for your internal business purposes during your paid term. You may not copy, resell, reverse-engineer, or create derivative works except as expressly permitted. Where an MSP plan is offered, resale under it will be governed by the plan terms applicable to it.

14. Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant ClearBreach a perpetual, irrevocable, royalty-free licence to use it without restriction or obligation to you.

15. Acceptable Use

You will not: use the Service unlawfully or to violate any person's rights; upload malicious code; attempt unauthorized access; scrape, overload, or interfere with the Service; misrepresent Generated Documents as legal advice or as ClearBreach's certification of compliance; or resell the Service except under an MSP plan.

16. Privacy and Data

Our handling of personal information is governed by our Privacy Policy at clearbreach.ca/privacy, which forms part of these Terms. We process personal information in accordance with PIPEDA and applicable provincial privacy law, and host production data in Canada subject to the payment-processing exception in §4. The principal privacy-by-design measure is the one described in §4: breach-detail inputs are processed within your browser and are not transmitted to us.

17. Communications and CASL

By creating an account, you consent to receive service-related messages (billing, security, renewal notices, product-critical updates). Marketing electronic messages are sent only with consent consistent with Canada's Anti-Spam Legislation (CASL); every marketing message identifies us and includes an unsubscribe mechanism. Withdrawing marketing consent does not affect service-related messages.

18. Publicity

We will not use your name or logo in marketing without your agreement.

If you provide a testimonial under our testimonial programme, we may publish the quote you approved, together with the identifier you chose (your organization's name, or a generic description such as "CEO, Alberta professional services firm") in website copy, marketing materials, and sales collateral. Testimonials given in exchange for a discount are disclosed as incentivized where Advertising Standards Canada guidance requires it. You may withdraw your agreement for future use at any time by emailing contact@clearbreach.ca.

19. Third-Party Services

The Service integrates third-party services (e.g., Stripe for payments, email delivery, hosting). We are not responsible for third-party services, and your use of them may be subject to their own terms.

20. Disclaimers

The Service and all Materials are provided "AS IS" and "AS AVAILABLE," without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement, to the fullest extent permitted by law. We do not warrant that the Service will be uninterrupted, error-free, or that any output will be accurate, current, or achieve compliance (see §5). Nothing in these Terms excludes any warranty or right that cannot be excluded under applicable law.

21. Limitation of Liability

To the fullest extent permitted by law:

(a) ClearBreach and its directors, employees, and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, data, goodwill, or business, or for cost of substitute services, arising out of or relating to the Service, even if advised of the possibility; and

(b) ClearBreach's total aggregate liability for all claims relating to the Service will not exceed the fees you paid to ClearBreach in the six (6) months preceding the event giving rise to the claim.

Nothing in this section limits liability for (i) fraud or fraudulent misrepresentation; (ii) gross negligence or wilful misconduct; (iii) personal injury or death caused by negligence; or (iv) any liability that cannot be limited under applicable law. You acknowledge that the fees reflect this allocation of risk and that ClearBreach would not offer the Service at these prices without these limitations.

This reflects the reasonable allocation of risk for a low-cost, self-directed software tool (see §5).

22. Indemnification

You will indemnify and hold ClearBreach harmless from claims arising out of Your Content, your use of Generated Documents, your breach of these Terms, or your violation of law or third-party rights.

23. Inactive Accounts

We may deactivate or delete accounts that remain inactive or unpaid for an extended period, after reasonable notice, in accordance with our data-retention practices.

24. Term and Termination

These Terms apply while you use the Service. We may suspend or terminate your access for breach, non-payment, or unlawful use. Sections that by their nature should survive (including §4 (Your Representations and Personal Information), §5, §12–§15, §20–§22, §26 and §27) survive termination.

25. Changes to These Terms

We may update these Terms. We will post the updated Terms at the location where they are published and, for material changes, provide reasonable notice (e.g., by email or in-product). Continued use after the effective date constitutes acceptance; if you do not agree, you may cancel.

26. Governing Law and Jurisdiction

These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The courts of Alberta have jurisdiction over disputes.

27. General

Entire agreement (these Terms + Privacy Policy + plan-specific terms); severability (invalid provisions severed, remainder intact); no waiver by delay; no assignment by you without our consent (we may assign in a corporate transaction); force majeure; notices by email to the address on your account and to ClearBreach at the contact below.

You acknowledge that you have not relied on any statement, representation, or warranty not expressly set out in these Terms.

28. Contact

ClearBreach Technologies Inc., incorporated in Alberta, Canada.

Notices to ClearBreach under these Terms are given by email to contact@clearbreach.ca.