Complify Terms of Service

Effective Date: 2026-08-31

These Terms of Service (“Terms”) govern your access to and use of the Complify platform and related services provided by HResolved Inc. (“HResolved”, “Complify”, “we”, “us”, or “our”).

By accessing or using the Services, you agree to these Terms. If you use the Services on behalf of a business or organization, you represent that you have authority to bind that entity to these Terms.

1. Definitions

2. Business Use Only

The Services are intended solely for use by businesses, employers, sole proprietors, partnerships, corporations, professional practices, non-profit organizations, and other organizations in connection with their business, employment, workplace, compliance, or operational activities. By using the Services, you represent that you are acquiring and using the Services for business purposes and not for personal, family, or household purposes.

3. Services

Complify provides technology-enabled workplace compliance tools designed to help organizations identify compliance requirements, generate workplace documentation, and maintain compliance records. We may modify, improve, suspend, or discontinue any Service or feature at any time upon reasonable notice where practicable, except where immediate action is required for security, legal, or operational reasons.

4. Accounts

Certain Services require an account. You are responsible for maintaining the confidentiality of your account credentials and for all activity occurring under your account. You agree to provide accurate and current information and to update it when necessary.

5. Fees, Subscriptions, and Auto-Renewal

Fees are displayed at the time of purchase and are payable in Canadian dollars unless otherwise stated. Certain Services are offered on a Subscription Services basis. Overdue amounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. HResolved may suspend access to the Services if fees remain unpaid for more than fifteen (15) days after their due date.

If you purchase the Starter product and then purchase the Complete Compliance Package within sixty (60) days after the Starter purchase date, HResolved will credit the Starter price actually paid (excluding taxes) toward the price of the Complete Compliance Package, provided the same email address is used for both purchases. This credit is non-transferable, cannot be combined with other promotions or discounts, and has no cash value.

Monthly and annual Subscription Services renew automatically unless cancelled before the end of the current Subscription Services term. By purchasing Subscription Services, you authorize HResolved and its payment processors to charge the applicable fees and taxes using your payment method on file. Monthly Subscription Services renew for successive monthly terms. Annual Subscription Services renew for successive annual terms. HResolved will use commercially reasonable efforts to send a renewal reminder by email or through the Platform before each renewal date. Any failure, delay, error, or non-receipt of a reminder does not affect the automatic renewal or associated charge or entitle you to any refund or credit, and it remains your responsibility to cancel before the end of the current term.

We may change Subscription Services pricing, features, or plans upon not less than thirty (30) days’ prior written notice (which may be provided by email or through the Platform). Changes apply at the start of the next renewal term.

6. Cancellation and Refunds

You may cancel Subscription Services at any time. Cancellation prevents future renewal charges but does not entitle you to a refund for the current Subscription Services period. Access continues until the end of the paid Subscription Services term.

Except where required by law or as otherwise provided for in these Terms, fees are non-refundable. Because the Services may involve immediate access to assessments, reports, Customer Deliverables, software functionality, legislative monitoring, or expert review time, refunds are generally not available after purchase. If you purchase Expert Review Services but do not provide any documents, prior package, or other materials required for HResolved personnel to begin the review, HResolved may hold the amount paid as a credit toward another applicable Service and contact you to determine what you need. If you request a refund instead, HResolved will refund the unused amount paid for that Expert Review Service, less any non-refundable third-party processing fees permitted by applicable law.

7. Customer Content and Uploaded Documents

You retain ownership of your Customer Content. You grant HResolved a non-exclusive, sublicensable licence to use, store, process, transmit, reproduce, and display Customer Content as reasonably necessary to provide the Services and operate the Platform. You also grant HResolved the right to create and use aggregated, de-identified, or anonymized data derived from Customer Content for product improvement, analytics, benchmarking, research, and other lawful business purposes.

Certain Services may permit the upload of documents relating to your role as an employer. Consistent with Section 15, you must not upload documents containing personal information, meaning that you must redact, remove, or de-identify any personal information before uploading such documents. You are responsible for ensuring that you have the legal authority to provide such information and that doing so complies with applicable privacy, employment, and other legal requirements.

Subject to the licences granted in Sections 7 and 13, HResolved will treat Customer Content as confidential and will not disclose it to third parties, except: (a) to its personnel and service providers who require access in order to provide the Services; (b) as required by law; or (c) with your consent. This obligation does not apply to (i) information that is or becomes publicly available other than through a breach of these Terms, or (ii) aggregated, de-identified, or anonymized data derived from Customer Content, which HResolved may use and disclose as permitted under these Terms.

8. No Legal Advice

Complify is not a law firm and does not provide legal advice. The Services are intended to provide compliance-support, documentation, and HR-related assistance. Nothing provided through the Services constitutes legal advice, legal representation, a legal opinion, or a guarantee of legal compliance. You are responsible for obtaining independent legal advice where appropriate.

9. Customer Responsibility; No Guarantee of Compliance

Complify assists customers in identifying compliance requirements, generating workplace documentation, maintaining compliance records, and monitoring legislative developments. You remain solely responsible for:

The generation, review, storage, hosting, maintenance, or monitoring of any document through the Services does not constitute implementation of that document within your organization.

Customer Deliverables reflect legislative requirements, regulatory guidance, and Platform functionality available at the time they are generated or updated. Laws and circumstances may change over time. Unless included within an ongoing Subscription Service, you are responsible for determining whether previously generated documents remain appropriate for your organization.

HResolved does not guarantee legal compliance, successful audits or inspections, avoidance of complaints, investigations, penalties, litigation, or any particular legal, regulatory, employment, business, or operational outcome.

10. Artificial Intelligence

Certain Services use artificial intelligence (AI) to assist with document drafting. AI-generated content may contain inaccuracies, omissions, or errors and must be independently reviewed before use. HResolved makes no representations or warranties regarding the originality, copyright status, or intellectual property ownership of AI-generated content. To the extent any AI-generated content forms part of the Customer Deliverables, such content is assigned to you as part of the Customer Deliverables pursuant to Section 13, subject to the same terms, conditions, and licence-back provisions set out therein, without any representation or warranty as to its originality, copyright status, or ownership.

11. Expert Review Services

Certain Services include review by HResolved personnel. Expert Review Services are provided as part of the Complify offering and do not create a separate consulting engagement, professional retainer, fiduciary relationship, or solicitor-client relationship. Expert Review Services provide HR and compliance guidance only and do not constitute legal advice or guarantee compliance with applicable laws.

12. Legislative Monitoring

Certain Subscription Services may include legislative monitoring, regulatory updates, reminders, or policy maintenance features. These Services are intended to assist customers in identifying potentially relevant developments.

HResolved does not guarantee that every legal, regulatory, judicial, administrative, or policy development will be identified, interpreted, communicated, or implemented immediately or completely.

13. Intellectual Property

The Platform, software, compliance engine, methodologies, workflows, templates, designs, trademarks, and other intellectual property comprising the Services are owned by HResolved or its licensors.

Subject to these Terms and payment of applicable fees, HResolved grants you a limited, non-exclusive, non-transferable licence to access and use the Services for your internal business purposes.

Subject to your compliance with these Terms and payment of all applicable fees, HResolved assigns to you all right, title, and interest that HResolved may have in and to the Customer Deliverables. You may use Customer Deliverables for your internal business purposes on a perpetual basis, including after termination of the Services. For clarity, this assignment does not transfer any right, title, or interest in the Platform, software, compliance engine, methodologies, workflows, underlying templates, or other intellectual property used to create or deliver the Services, all of which HResolved retains as set out below.

Notwithstanding the foregoing assignment, you grant HResolved a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable licence to use, reproduce, modify, and create derivative works from the Customer Deliverables for the purpose of operating, maintaining, developing, and improving the Services and HResolved’s products, offerings, templates, and models, provided that HResolved does not identify you as the source and complies with its obligations regarding Customer Content and personal information under these Terms.

For greater certainty, the foregoing licence includes the right to publish, display, distribute, and otherwise make available Customer Deliverables to third parties and the public in anonymised or de-identified form (including as samples, templates, or marketing materials), provided that HResolved does not identify you as the source and complies with its obligations regarding Customer Content and personal information under these Terms.

For clarity:

You may not resell, sublicense, distribute, publish, or commercialize the Services or Customer Deliverables as a standalone product or service without HResolved’s prior written consent.

14. Acceptable Use

You must not:

We may suspend or terminate access for violations of this section.

15. Privacy

We may collect and use certain personal information about customers and their authorized users as necessary to create accounts, administer our relationship with you, and to provide the Services. However, the Services are not intended to process or store personal information about employees, candidates, workers, or other individuals who are not customers or authorized users. You are responsible for ensuring that Customer Content does not contain such personal information, and you must not submit, upload, or otherwise provide such personal information through the Services. HResolved is not liable for any personal information submitted through the Services in breach of this section.

Our collection, use, disclosure, and protection of personal information about our customers is governed by our Privacy Policy.

16. Third-Party Services

The Services may rely on third-party providers, including payment processors, scheduling providers, hosting providers, and communications providers. HResolved is not responsible for the independent acts, omissions, outages, or practices of third-party providers.

17. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

HRESOLVED DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, AVAILABILITY, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR SUITABLE FOR YOUR PARTICULAR CIRCUMSTANCES.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HRESOLVED WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA, OR EMPLOYMENT-RELATED CLAIMS, REGARDLESS OF THE THEORY OF LIABILITY. WITHOUT LIMITING THE FOREGOING, HRESOLVED WILL NOT BE LIABLE FOR ANY REGULATORY PENALTIES, FINES, OR SANCTIONS IMPOSED ON YOU BY ANY GOVERNMENTAL OR REGULATORY AUTHORITY TO THE EXTENT ARISING FROM YOUR ACTS OR OMISSIONS, YOUR DECISIONS, OR YOUR IMPLEMENTATION OR NON-IMPLEMENTATION OF ANY CUSTOMER DELIVERABLE, POLICY, OR DOCUMENT.

HRESOLVED’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE GREATER OF:

(A) THE FEES PAID BY YOU TO HRESOLVED DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) CAD $2,000.

NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT LEGALLY BE EXCLUDED OR LIMITED.

19. Indemnity

You will defend, indemnify, and hold harmless HResolved and its directors, officers, employees, contractors, and representatives from claims, liabilities, losses, damages, penalties, fines, costs, and expenses (including reasonable legal fees and disbursements) arising from:

HResolved will defend, indemnify, and hold harmless the Customer from third-party claims alleging that the Platform, as provided by HResolved and used in accordance with these Terms, infringes or misappropriates such third party’s intellectual property rights, provided that (i) Customer gives HResolved prompt written notice of such claim, (ii) HResolved has sole control of the defense and settlement thereof, and (iii) Customer provides reasonable cooperation at HResolved’s expense. HResolved’s obligations under this paragraph are subject to the limitation of liability set out in Section 18. This indemnity does not apply to claims arising from Customer Content, modifications not made by HResolved, or use of the Services in combination with products or services not provided by HResolved.

20. Suspension and Termination

We may suspend or terminate access if:

Upon termination, your right to access the Services ceases immediately. You may request a copy of your Customer Content within thirty (30) days following termination, after which HResolved may delete your Customer Content in accordance with its data retention practices and applicable law.

Sections relating to intellectual property, disclaimers, limitation of liability, indemnity, privacy, governing law, and any other provisions that by their nature should survive termination will survive.

21. General

These Terms are governed by the laws of Ontario and the federal laws of Canada applicable therein. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario for the resolution of any dispute arising out of or relating to these Terms or the Services. To the maximum extent permitted by law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not as part of a class, consolidated, or representative action.

These Terms, together with the Privacy Policy and any applicable order form, checkout page, or service description expressly incorporated by reference, constitute the entire agreement between the parties regarding the Services and supersede all prior and contemporaneous agreements, representations, understandings, and communications, whether written or oral.

If any provision is found unenforceable, the remaining provisions remain in effect.

We may update these Terms from time to time by posting revised Terms on the Platform. Material changes will be identified by updating the “Effective Date” at the top of these Terms, and we will use reasonable efforts to notify you of material changes by email or through the Platform. Your continued use of the Services after thirty (30) days following the posting of revised Terms constitutes your acceptance of the updated Terms.

Questions regarding these Terms may be directed to:

HResolved Inc.
Email: privacy@hresolved.ca
Address: 3374 McCarthy Rd, Ottawa ON K1V 1Z6, Canada

Complify — by HResolved