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Effective Date: October 9, 2026
1.1 The Agreement. These Terms of Service (the "Terms") are a binding agreement between CephMind Inc. ("CephMind", "we", "us" or "our") and the person or organization that accesses or uses the Service ("you" or "Customer"). They govern the CephMind software-as-a-service platform, its websites, and all related assessments, reports, dashboards, support and other services (together, the "Service").
1.2 Acceptance. You accept these Terms by creating an account, clicking to accept, completing a purchase, or accessing or using the Service, whichever happens first. If you do not agree, you must not use the Service.
1.3 Authority. If you accept on behalf of an organization, you represent that you have authority to bind it, and "you" includes that organization. If you do not have that authority, you must not accept these Terms.
1.4 Business use only. The Service is offered to organizations and professionals for business purposes. It is not intended for personal, family or household use, and you represent that you are not using it as a consumer.
1.5 Definitions. "Authorized User" means an individual you permit to use your account. "Respondent" means an individual who completes a survey or assessment through the Service. "Customer Data" means all data, content and responses submitted to or generated for you through the Service, including survey responses and the reports we produce from them. "Practitioner" means a consultant, advisor or other professional who uses the Service to serve their own clients. "Order" means a pricing page selection, order form, schedule or other written agreement that sets the fees and plan for your use of the Service.
2.1 Accurate information. You must provide accurate, current and complete information when you register and keep it up to date.
2.2 Eligibility. You must be at least 18 years old, or the age of legal majority where you live, and legally able to enter into a contract.
2.3 Credentials and security. You are responsible for keeping your login credentials confidential and for all activity under your account, including activity by your Authorized Users. Do not share credentials. Tell us promptly at info@cephmind.com if you suspect unauthorized use or a security breach.
2.4 Authorized Users. You are responsible for your Authorized Users' compliance with these Terms. A breach by an Authorized User is a breach by you.
2.5 One account, one user. Unless your Order says otherwise, each login is for one individual and may not be shared. You may add Authorized Users only as your Order permits.
3.1 License. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of your subscription to access and use the Service for your internal business purposes.
3.2 Practitioner use. If you are a Practitioner, you may also use the Service to run assessments for, and deliver reports to, your own client organizations, provided that (a) you remain responsible to us for your clients' and their personnel's use of the Service, (b) you have the authority and consents described in Section 6.4, (c) you do not resell, white-label, or give your clients direct access to the Service except as we permit in writing, and (d) you do not misrepresent CephMind's role or the nature of the Service to your clients.
3.3 Restrictions. You must not, and must not permit anyone else to:
3.4 Our rights to enforce. We may investigate suspected violations and may remove content, suspend access or take other action under Section 9. We may report unlawful activity to authorities.
3.5 Reservation of rights. All rights not expressly granted to you are reserved by CephMind and its licensors.
3.6 Beta features. We may offer features that are labelled beta, preview or pilot. They are provided "as is", may be changed or withdrawn at any time, may not be supported, and are excluded from any service commitments.
4.1 Fees. You agree to pay all fees for the Service shown on our pricing page or in your Order. Fees are stated and payable in Canadian dollars unless the Order says otherwise.
4.2 Billing. Subscription fees are billed in advance on a recurring (monthly or annual) basis. One-time fees, such as client set-up fees, are billed when stated in your Order. Fees are due on the invoice or charge date.
4.3 Payment processor. Payments are processed by Helcim, a third-party payment provider. We do not store your full credit card or financial account details on our servers. Your payment information is subject to Helcim's terms of service and privacy policy. You authorize us and Helcim to charge your selected payment method for all amounts due.
4.4 Renewal. Unless your Order says otherwise, subscriptions renew automatically for successive terms equal to the initial term, at the then-current rates, unless you cancel before the renewal date. We will give you advance notice of a renewal and of any price change, and a price change takes effect on your next renewal.
4.5 Taxes. Fees exclude applicable taxes, including GST/HST and any provincial sales taxes, which you must pay unless you provide a valid exemption certificate. You are responsible for any withholding taxes and bank or transfer fees.
4.6 No refunds. Except where your Order or these Terms expressly state otherwise (including any refund right in a Practitioner schedule), all fees are non-refundable and no credits are given for partial periods, unused features or early termination.
4.7 Failed payment and cancellation. If any subscription payment is unsuccessful or remains unpaid when due, we will automatically cancel your subscription. Upon cancellation, your access to the Service will be limited to Customer Data and other information already in your account; you will not be able to use subscription features or submit new information. To resume the Service, you must renew your subscription and successfully complete the required payment. You remain responsible for all amounts due before cancellation.
4.8 Disputed charges. To dispute a charge, you must notify us in writing within 30 days of the charge date, giving reasonable detail. Undisputed amounts remain payable on time.
5.1 Authentication. User authentication and account management are provided by Auth0 (an Okta company), a third-party identity platform. When you register or log in, your authentication information is processed by Auth0 and is subject to Auth0's terms of service and privacy policy.
5.2 Hosting. The Service is hosted on Microsoft Azure, as described in Section 6.
5.3 Payment providers. Payments are processed by Helcim as described in Section 4.3.
5.4 Other providers. We may use other third-party service providers to operate, secure and support the Service. We do not control and are not responsible for third-party products, websites or services that you choose to use with the Service.
5.5 Third-party terms. Your use of third-party services is at your own risk and subject to those parties' terms. Their outages or changes do not make us liable to you, except as Section 11 allows.
6.1 Ownership. As between you and CephMind, you retain all ownership rights in Customer Data, other than the Service itself and our Aggregated Data (Section 7.4).
6.2 License to operate the Service. You grant us a non-exclusive, worldwide, royalty-free license to host, process, copy, transmit, display and analyze Customer Data as needed to provide, secure, support and improve the Service, to produce your reports, to comply with law, and to enforce these Terms.
6.3 Data location. For customers located in Canada, Customer Data is stored in Canadian Microsoft Azure data centers. For customers outside Canada, Customer Data may be stored in other Microsoft Azure data centers. Support personnel and approved service providers may access Customer Data from outside Canada only as needed to provide the Service and subject to appropriate safeguards.
6.4 Your responsibilities. You are solely responsible for Customer Data and for how you collect and use it. You represent and covenant that you (a) have all rights, authority, notices and consents needed to submit Customer Data and to have us process it, including from your clients, employers and Respondents where applicable; (b) will tell Respondents, before they participate, how their responses will be collected, used and reported, including any anonymity or minimum-group-size rules that apply; (c) will comply with all privacy, employment, human rights, occupational health and safety and other laws that apply to your use of the Service; and (d) will not submit data that is unlawful, or that is more sensitive than the Service is intended to hold (such as government ID numbers, payment card details or individual clinical or medical records).
6.5 Privacy Policy and roles. Our collection, use and protection of personal information are described in our Privacy Policy, which forms part of these Terms. As between the parties, you are responsible for your clients' and Respondents' personal information that you submit, and we process it on your behalf and on your instructions as described in these Terms and the Privacy Policy.
6.6 Security. We use commercially reasonable administrative, technical and physical safeguards appropriate to the sensitivity of the data we hold. No system is completely secure, and we do not guarantee that Customer Data will never be accessed, lost or disclosed without authorization. If we become aware of a security incident that involves unauthorized access to personal information in Customer Data and that creates a real risk of significant harm, we will notify you without undue delay and will use reasonable efforts to do so within 4 hours after we confirm the incident, so you can meet your own obligations. Our notice may be given in stages as facts become known.
6.7 Access to and deletion of data after cancellation. After your subscription is cancelled, you may access Customer Data already in your account through the limited account access described in Section 4.7, until you initiate account deletion or your account has been inactive for 24 consecutive months. To initiate account deletion, use the account deletion controls in your account settings. Once you initiate account deletion, we will mark your account for deletion. You may reverse that request through your account settings within 15 days after initiating it. During that 15-day period, if your subscription has not yet ended, you may continue to use the Service's features until the earlier of the end of your current paid billing period and the end of the 15-day period. If your subscription has already ended, your access during that period remains limited to Customer Data and other information already in your account, as described in Section 4.7. At the end of the 15-day period, your account and all data associated with it, including Customer Data, will be permanently and irreversibly deleted and cannot be restored. Separately, if your account has been inactive for 24 consecutive months, we will automatically delete your account and all data associated with it. For this purpose, account activity means logging in to or otherwise interacting with the Service.
6.8 Backups. We take regular backups, but you are responsible for keeping your own copies of reports and other data you need.
7.1 Our property. The Service, including its software, survey instruments, question banks, scoring methods, benchmarks, report templates, documentation, design, and all related intellectual property rights, is and will remain the exclusive property of CephMind Inc. and its licensors. Except for the license in Section 3, no rights are transferred to you.
7.2 Reports. Subject to your payment of fees, you may use the reports we generate for you for your internal business purposes and, if you are a Practitioner, to deliver to your clients. You may not remove our proprietary notices, or publish our methodology or scoring tools.
7.3 Trademarks. You may not use CephMind's name, trademarks, logos or other brand elements without our prior written consent, except as an Order or Practitioner schedule expressly permits.
7.4 Aggregated Data. We may collect and use usage data about the Service, and data derived from Customer Data that has been aggregated and de-identified so that it cannot reasonably identify you, your clients, any Respondent or any individual ("Aggregated Data"), to operate, secure, analyze and improve the Service, to build benchmarks and to publish statistics. We own Aggregated Data. We will not publicly identify you or your clients as a source of Aggregated Data without your consent.
7.5 Feedback. If you give us suggestions, ideas or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them for any purpose without compensation or attribution.
8.1 Assessment tool. The Service helps organizations gather and analyze information about workplace psychological health and safety. Results depend on the quality, completeness and honesty of the responses and inputs provided, and on how you design and run your assessment. We do not verify responses and do not warrant that any result is accurate, complete or representative.
8.2 Standards alignment. The Service is designed to be aligned with CSA Z1003 (Psychological health and safety in the workplace) and ISO 45003. Use of the Service does not make you, your clients or any workplace compliant with, certified under, or in conformity with any standard, law, regulation or contract. Compliance depends on your own actions and facts, and only a qualified assessor, regulator or court can determine it.
8.3 No professional advice. The Service, its reports and any related communications are for general information and decision support. They are not legal, medical, psychological, clinical, occupational health and safety, human resources or other professional advice, and they do not diagnose any person or condition. You should obtain qualified professional advice before acting on any result.
8.4 Not for emergencies. The Service is not a crisis, emergency or clinical service and does not monitor responses in real time. If you or anyone else may be at risk of harm, contact local emergency services or a qualified crisis service immediately.
8.5 Your decisions. You are solely responsible for decisions you make and actions you take, or fail to take, based on the Service or its reports, including employment decisions and statements you make to regulators, clients, employees or the public.
9.1 Term. These Terms apply from your acceptance until your subscription ends under this Section.
9.2 Cancellation and account deletion by you. You may cancel renewal at any time before your next renewal date through the cancellation controls in your account settings. Cancellation takes effect on the next billing date, and your subscription features remain available until that date. After cancellation takes effect, your access to Customer Data is governed by Section 6.7. Cancellation of renewal does not, by itself, initiate account deletion. You may separately initiate account deletion through your account settings; your account will then be marked for deletion and may be restored only if you reverse the request through your account settings within 15 days, as described in Section 6.7. During that 15-day period, if your subscription has not yet ended, you may continue to use the Service's features until the earlier of the end of your current paid billing period and the end of the 15-day period. If your subscription has already ended, your access during that period remains limited to Customer Data and other information already in your account. At the end of the 15-day period, your account and all data associated with it will be permanently and irreversibly deleted and cannot be restored. Section 4.6 applies to cancellation and account deletion.
9.3 Suspension and termination by us for cause. We may suspend or terminate your access immediately, with notice where practicable, if (a) you breach these Terms; (b) you fail to pay amounts when due; (c) we reasonably believe your use creates a security risk or may harm the Service, other customers, Respondents or third parties; (d) your use may be unlawful; (e) we are required to do so by law or by a regulator or court; or (f) you become insolvent or bankrupt. If we terminate for cause, you are not entitled to any refund.
9.4 Termination by us for convenience. We may end your subscription or discontinue the Service or any feature on 60 days' written notice. If we do this without cause, we will refund the unused portion of any prepaid fees for the period after the termination date.
9.5 Effect. When your subscription ends, your access to subscription features ends and, unless your account is pending deletion, your account is limited to access to Customer Data and other information already in your account, as described in Sections 4.7 and 6.7. If your account is pending deletion, the access and deletion terms in Sections 6.7 and 9.2 apply. Termination does not relieve you of fees owing, and does not affect any right or obligation that has accrued.
9.6 Survival. Sections 1.5, 4 (as to amounts owing), 6.1, 6.2, 6.4, 6.7, 7, 8, 10 through 14 and 16, and any other terms that by their nature should survive, survive termination.
9.7 Practitioner schedules. If you have a written schedule with CephMind that sets different termination rights, that schedule governs to the extent it conflicts with this Section.
10.1 As is. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, ITS REPORTS AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
10.2 No guarantee of results. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT ANY RESULT, REPORT OR SCORE WILL BE ACCURATE, COMPLETE OR RELIABLE, OR WILL ACHIEVE ANY OUTCOME, INCLUDING COMPLIANCE WITH ANY STANDARD OR LAW.
10.3 Maintenance. We may perform maintenance, and may modify or update the Service, at any time. We will try to give reasonable notice of planned downtime, but have no obligation to do so.
10.4 No other statements. No advice or information, written or oral, obtained from CephMind or through the Service creates any warranty not expressly stated in these Terms.
11.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CEPHMIND INC., ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS OR LICENSORS (THE "CEPHMIND PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, USE OR DATA, REGULATORY FINES OR PENALTIES, OR COSTS OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STATUTE OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE CEPHMIND PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO CEPHMIND FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT FIRST GIVING RISE TO THE CLAIM, AND (B) CAD $1,000.
11.3 One cap. The cap in Section 11.2 applies to all claims in total, not per claim, and is not increased by the number of claims, users or events.
11.4 Time limit. Any claim you have against us must be brought within one year after the cause of action arises, to the extent the law allows a shorter period than the default limitation period.
11.5 Exceptions. Nothing in these Terms excludes or limits liability to the extent it cannot lawfully be excluded or limited, including liability for death or personal injury, fraud or fraudulent misrepresentation, or gross negligence or intentional misconduct.
11.6 Basis of the bargain. You acknowledge that the fees reflect this allocation of risk, that the limits in this Section apply even if a remedy fails of its essential purpose, and that we would not provide the Service without them.
12.1 By you. You will defend, indemnify and hold harmless the CephMind Parties from and against all third-party claims, demands, proceedings and investigations, and all resulting losses, damages, liabilities, fines, penalties, settlements, costs and expenses (including reasonable legal fees), to the extent arising out of or relating to (a) Customer Data, or your collection, use or disclosure of it, including any failure to give required notices or obtain required consents; (b) your breach of these Terms or applicable law; (c) your use of the Service or reports, or any decision or statement you make based on them, including claims by your clients, employees or Respondents; or (d) a dispute between you and any of your clients, employees or Authorized Users.
12.2 Procedure. We will notify you promptly of a claim (a delay only relieves you to the extent it prejudices you), allow you to control the defence and settlement with counsel reasonably acceptable to us, and reasonably cooperate at your expense. You may not settle a claim in a way that admits fault on our behalf or imposes obligations on us without our written consent. We may participate with our own counsel at our own cost.
12.3 Our right to take over. If you fail to assume the defence promptly, we may defend the claim at your expense.
13.1 Definition. "Confidential Information" means non-public information that one party (the "Discloser") gives the other (the "Recipient") in connection with the Service and that is marked confidential or that a reasonable person would understand to be confidential. Our Confidential Information includes the non-public features, survey instruments, scoring methods, benchmarks, pricing and documentation of the Service. Your Confidential Information includes Customer Data. It does not include information that is or becomes public through no fault of the Recipient, was already lawfully known to the Recipient, is lawfully received from a third party without restriction, or is independently developed without use of the Discloser's information.
13.2 Obligations. The Recipient will use the Discloser's Confidential Information only to exercise its rights and perform its obligations under these Terms, will not disclose it except to its employees, contractors and advisors who need to know it and are bound by confidentiality duties at least as protective, and will protect it with at least reasonable care.
13.3 Compelled disclosure. The Recipient may disclose Confidential Information if required by law or by a court or regulator, if it gives the Discloser prompt notice where lawful so the Discloser can seek protection, and discloses only what is required.
13.4 Duration. These obligations continue for five years after the subscription ends, and for as long as any information remains a trade secret or personal information.
13.5 Relationship to Section 6. Our handling of personal information in Customer Data is also governed by Section 6 and the Privacy Policy.
14.1 Governing law. These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the Province of Newfoundland and Labrador and the federal laws of Canada applicable therein, without giving effect to any conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
14.2 Informal resolution. Before starting a proceeding, each party will give the other written notice of the dispute and will try in good faith to resolve it within 30 days.
14.3 Courts. If a dispute is not resolved, each party irrevocably submits to the exclusive jurisdiction of the courts of the Province of Newfoundland and Labrador, sitting in St. John's, and the Federal Court of Canada sitting there where it has jurisdiction, and waives any objection to that venue, including on the ground of forum non conveniens.
14.4 Injunctive relief. Despite Section 14.3, CephMind may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information or the security of the Service.
14.5 No class proceedings. To the extent permitted by law, you agree to bring claims only on your own behalf and not as a plaintiff or class member in any class, collective or representative proceeding.
15.1 Right to change. We may modify these Terms from time to time. We will post the updated Terms on our website with a new Effective Date, and for material changes we will give at least 30 days' notice by email to your account address or by an in-product notice.
15.2 Acceptance. Changes take effect on the date stated in the notice. If you continue to use the Service after that date, you accept the updated Terms. If you do not agree, you must stop using the Service and cancel before the changes take effect, and the prior Terms will continue to apply to you until then.
15.3 Changes needed urgently. We may make changes immediately, without advance notice, where needed to comply with law, address a security risk, or reflect a change in a third-party service.
15.4 Written agreements. A written Order or Practitioner schedule signed or accepted by both parties is not changed by an update to these Terms unless the parties agree in writing.
16.1 Entire agreement. These Terms, the Privacy Policy and any Order or Practitioner schedule are the entire agreement between you and CephMind about the Service and replace all earlier agreements and understandings about it. Terms in your purchase orders or other documents do not apply.
16.2 Order of precedence. If there is a conflict, a signed or accepted written Order or Practitioner schedule prevails over these Terms, and these Terms prevail over the Privacy Policy, except that the Privacy Policy prevails on how personal information is handled.
16.3 Assignment. You may not assign or transfer these Terms or any rights under them without our prior written consent, and any attempt to do so is void. We may assign these Terms to an affiliate or to a successor in a merger, acquisition or sale of all or substantially all of the related assets or business.
16.4 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, labour disputes, power or internet failures, cyberattacks, and failures of third-party hosting or utilities.
16.5 Severability. If a provision is found invalid or unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms remain in effect.
16.6 No waiver. A failure or delay in enforcing a right is not a waiver of it. A waiver is effective only if in writing.
16.7 Notices. We may give you notice by email to your account address, by in-product notice or by posting on our website. You may give us notice by email to info@cephmind.com. Notices by email are treated as received one business day after sending.
16.8 Independent parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary or employment relationship.
16.9 Third parties. These Terms do not give rights to anyone other than the parties, except that the CephMind Parties may rely on the limits and protections in these Terms.
16.10 Electronic agreement. You agree that these Terms may be accepted and notices given electronically, and that electronic acceptance has the same effect as a signature.
16.11 Language. The parties have expressly required that these Terms and all related documents be drafted in English.
16.12 Contact. Questions about these Terms can be sent to info@cephmind.com.
This Privacy Policy explains how CephMind Inc.("we," "us," or "our") operates our marketing website and how we handle information.
We do not directly collect, store, or process any personal user data from your visits to our marketing website. This means we don't ask for your name, email address, IP address, or any other personally identifiable information, and we don't store it on our servers.
To understand how visitors use our website and to improve our online visibility, we utilize third-party services for analytics and Search Engine Optimization (SEO). These services may collect anonymized data about your browsing behavior on our site, such as pages visited, time spent on pages, and general geographic location (at a country or region level, not specific addresses). This data is used in an aggregated form and does not identify you personally.
The third-party services we use include, but may not be limited to:
These third-party services have their own privacy policies governing how they handle the data they collect. We encourage you to review their respective privacy policies for more information.
Our website may use cookies set by these third-party services to function effectively and provide the analytics and SEO data mentioned above. Cookies are small text files placed on your device. You can typically control and manage cookies through your browser settings.
We may update this Privacy Policy from time to time to reflect changes in our practices or for other operational, legal, or regulatory reasons. We will post any new Privacy Policy on this page. If you have any questions about this Privacy Policy, please contact us at info@cephmind.com.