Terms of service

• "Lodebridge", "we", "us", "our" or "the Company" means the operator of the Services, carrying on business under the registered Ontario business name Lodebridge, as further described in Section 20 (Corporate Status).
• "Customer", "you" or "your" means the business, organization or other legal entity that registers for or uses the Services, and that is bound by these Terms.
• "Authorized User" means an employee, contractor or agent of the Customer whom the Customer permits to access the Services under its account.
• "Customer Data" means any data, files, records, content or materials that the Customer or its Authorized Users upload, submit, connect or generate through the Services, including analytical datasets.
• "Output" means reports, analyses, scores, visualizations, generated text and other results produced by the Services from Customer Data or other inputs.
• "Order" means an online checkout, order form, quote, statement of work or plan selection that identifies the Services, plan, fees and term purchased.
• "Product" means a distinct Lodebridge offering, currently including Post-Acute Care Intelligence, Echo Insights and WebStudio, each of which may be subject to the Product-Specific Terms in Section 17.
• "Subscription Term" means the billing period (for example, monthly or annual) for which the Customer has purchased access, together with each renewal.

If the Customer has signed a master services agreement, order form or data processing agreement with Lodebridge, that signed document governs to the extent it conflicts with these Terms. Otherwise, the following apply in this order: (a) the applicable Order; (b) the Product-Specific Terms in Section 17; (c) these Terms; and (d) the policies incorporated by reference, including the Privacy Policy and the Refund and Cancellation Policy.

3.1 Business use only. The Services are offered exclusively to businesses, organizations, public bodies and professionals acting in the course of their trade, business or profession. They are not offered to individuals for personal, family or household purposes.

3.2 Authority. The individual accepting these Terms represents that they are at least the age of majority in their jurisdiction and are authorized to bind the Customer. The Customer is responsible for the accuracy of its registration information and for keeping it current.

3.3 Authorized Users. The Customer is responsible for all activity under its account, for ensuring that Authorized Users comply with these Terms, and for keeping credentials confidential. Credentials may not be shared between individuals. The Customer must notify [email protected] promptly of any suspected unauthorized access.

3.4 Agencies and resellers. A Customer that uses the Services on behalf of its own clients (for example, as an agency or consultant) is responsible for having all rights, consents and authority needed to submit those clients' data, and remains liable to Lodebridge for all use of its account.

3.5 Refusal of service. Lodebridge may decline any registration or Order, including where required by law, sanctions screening or the requirements of its payment partners.

4.1 Access. Subject to these Terms and payment of applicable fees, Lodebridge grants the Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term for its Authorized Users to access and use the Services for the Customer's internal business purposes.

4.2 Delivery. The Services are delivered electronically. No physical goods are shipped. Access is provided through the client portal once an account is provisioned.

4.3 Changes. Lodebridge may improve, modify or discontinue features from time to time. Lodebridge will give at least thirty (30) days' notice before materially reducing the core functionality of a paid plan, and the Customer may cancel before the change takes effect so that it is not charged for a further Subscription Term.

4.4 Availability. Lodebridge uses commercially reasonable efforts to keep the Services available, subject to scheduled maintenance, emergency maintenance and events beyond its reasonable control. Current status is published at /status. Unless a signed agreement includes a service-level commitment, no specific uptime is guaranteed.

5.1 Fees. The Customer agrees to pay the fees shown in the applicable Order or on the pricing page for the selected plan at the time of purchase. Unless stated otherwise, all prices are in Canadian dollars (CAD) and exclude applicable taxes.

5.2 Automatic renewal. Subscriptions renew automatically at the end of each Subscription Term for a further term of the same length, and the Customer authorizes Lodebridge, through its third-party payment processor, to charge the payment method on file for each renewal at the then-current price for the plan, unless the Customer cancels before the renewal date in accordance with the Refund and Cancellation Policy.

5.3 Payment processing. Payments are processed by third-party payment processors (currently Stripe). By providing a payment method, the Customer authorizes Lodebridge and its processor to store a tokenized reference to that payment method and to charge it for all fees incurred. Card numbers are collected and stored by the processor, not by Lodebridge. The processor's own terms apply to its handling of the payment.

5.4 Free trials and promotional periods. Where an Order includes a free trial or no-charge period, the Customer's payment method may be collected at signup, and the first charge occurs automatically when the trial or no-charge period ends unless the Customer cancels before then. The length of the trial, the date the first charge will occur and the amount will be shown at checkout. Lodebridge will send an email reminder before the first charge after a free trial.

5.5 Price changes. Lodebridge may change plan prices on at least thirty (30) days' written notice by email or in the portal. A price change takes effect at the start of the next Subscription Term after the notice period. If the Customer does not agree, it may cancel before the change takes effect.

5.6 Taxes. Fees exclude goods and services tax, harmonized sales tax, provincial sales taxes and any similar taxes, which are added where required by law and shown on the invoice. The Customer is responsible for all such taxes other than taxes on Lodebridge's income.

5.7 Invoices and receipts. Invoices and receipts are issued electronically and are available in the client portal and by email.

5.8 Failed payments. If a payment fails, Lodebridge and its processor may retry the charge. If payment remains outstanding fourteen (14) days after notice, Lodebridge may suspend access to the Services until payment is received. Suspension does not relieve the Customer of its obligation to pay.

5.9 Disputes. The Customer agrees to contact [email protected] about any billing concern before initiating a chargeback, and Lodebridge will respond within five (5) business days. Fees properly charged under these Terms and then disputed through a card issuer remain owing.

5.10 Plan changes. A change of plan takes effect immediately. The next invoice includes a prorated adjustment for the rest of the current Subscription Term: a charge for an upgrade, or a credit applied against future invoices for a downgrade. Credits have no cash value and are not paid out.

Cancellation and refunds are governed by the Refund and Cancellation Policy, which forms part of these Terms.

7.1 Ownership. As between the parties, the Customer retains all rights in its Customer Data.

7.2 Licence to Lodebridge. The Customer grants Lodebridge a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Customer Data solely to provide, secure, support and improve the Services for the Customer, and as otherwise required by law.

7.3 Aggregated and de-identified data. Lodebridge may create and use aggregated or de-identified data derived from use of the Services, provided that it does not identify the Customer, any Authorized User or any individual, for purposes such as service analytics, benchmarking and product improvement. Where a Product offers a pooled benchmark that uses Customer Data, the Customer's participation requires its separate, explicit opt-in.

7.4 No training without consent. Lodebridge does not use Customer Data to train general-purpose AI models made available to other customers without the Customer's express written consent.

7.5 Customer responsibilities. The Customer represents that it has all rights, notices and consents required under applicable law (including privacy and health-information laws such as PIPEDA, PHIPA and, where applicable, HIPAA) to submit Customer Data to the Services and to have Lodebridge process it as described in these Terms and the Privacy Policy. Unless agreed otherwise in writing, the Customer will not upload personal health information that is not necessary for the use of the Services.

7.6 Security. Lodebridge maintains administrative, technical and physical safeguards designed to protect Customer Data, as described at /trust.

7.7 Export and deletion. During the Subscription Term, the Customer may export its Customer Data using the features of the Services or by request. Following termination, Lodebridge will make Customer Data available for export for thirty (30) days, after which it will delete or de-identify it within a reasonable period, except where retention is required by law or for backup copies deleted in the ordinary course.

The Customer and its Authorized Users must not, and must not permit anyone else to:

1. scrape, crawl, harvest or systematically extract data, Output or content from the Services by automated means, except through an API or export feature that Lodebridge expressly provides for that purpose;
2. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, model weights, prompts, system instructions, training data, scoring logic or underlying algorithms of the Services or any AI system within them, except to the extent such restriction is prohibited by law;
3. use the Services or any Output to build, train, fine-tune, benchmark or improve a competing product or AI model;
4. attempt to circumvent, disable or probe security, authentication, rate limits, usage limits, organization scoping or access controls, or use prompt injection or similar techniques to make an AI feature act outside its intended function;
5. resell, sublicense, rent, lease, frame or provide the Services to third parties other than as expressly permitted by an Order;
6. upload or transmit malware, or content that is unlawful, infringing, defamatory, or that violates any person's privacy rights;
7. use the Services to send unsolicited commercial electronic messages in breach of Canada's Anti-Spam Legislation (CASL) or similar laws, or to place calls or messages without the consents required by law;
8. use the Services in a manner that interferes with or imposes an unreasonable load on Lodebridge's infrastructure; or
9. use the Services for any unlawful purpose or in breach of applicable sanctions or export control laws.

Lodebridge may suspend access immediately where it reasonably believes a breach of this Section creates a security, legal or operational risk, and will notify the Customer promptly.

9.1 Nature of Output. Some features use statistical models, rules engines and machine learning, including models provided by third-party AI providers. Output is generated automatically and may be incomplete, inaccurate or out of date.

9.2 No professional advice. The Services support business, operational and analytical decision-making. They do not provide medical, clinical, legal, financial, investment, accounting or regulatory advice, and they do not replace the professional judgment of the Customer or its advisers. The Customer is responsible for reviewing Output and for decisions made in reliance on it.

9.3 Labelling. Where the Services show published, calculated or projected figures, they are labelled as such, together with the methodology or dataset version used. Projections are estimates, not guarantees.

9.4 Ownership of Output. Subject to payment of fees and to Lodebridge's rights in the Services, the Customer may use Output for its internal business purposes and in its own reports.

The Services, including all software, models, rules, methodologies, designs, documentation, trademarks and improvements, are owned by Lodebridge or its licensors and are protected by intellectual property laws. Except for the limited rights expressly granted in these Terms, no rights are transferred to the Customer. If the Customer provides suggestions or feedback, Lodebridge may use them without restriction or obligation.

The Services may incorporate or connect to third-party services (such as payment processors, calendars, email and telephony providers) and public datasets (such as data published by government agencies). Lodebridge is not responsible for third-party services, and their own terms apply. Lodebridge is not affiliated with, endorsed by or acting on behalf of the Centers for Medicare & Medicaid Services or any other government agency whose public data is used in the Services.

Each party will protect the other's non-public business, technical and financial information disclosed in connection with the Services using at least reasonable care, will use it only to perform under these Terms, and will disclose it only to personnel and advisers who need to know it and are bound by similar obligations, or as required by law.

13.1 Lodebridge warrants that it will provide the Services with reasonable skill and care, in a manner consistent with generally accepted industry standards. The Customer's exclusive remedy for breach of this warranty is for Lodebridge to re-perform the non-conforming Services or, if it cannot do so within a reasonable time, to terminate the affected Services without further charge to the Customer.

13.2 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND LODEBRIDGE DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

14.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID AND PAYABLE BY THE CUSTOMER TO LODEBRIDGE FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

14.2 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, OR LOSS OR CORRUPTION OF DATA (EXCEPT THE COST OF RESTORING DATA FROM AVAILABLE BACKUPS), EVEN IF ADVISED OF THEIR POSSIBILITY.

14.3 Exceptions. The limits in Sections 14.1 and 14.2 do not apply to: (a) the Customer's obligation to pay fees; (b) a party's indemnification obligations; (c) the Customer's breach of Section 8 (Acceptable Use); or (d) liability that cannot be limited by law, including liability for fraud or wilful misconduct.

15.1 By Lodebridge. Lodebridge will defend the Customer against any third-party claim alleging that the Services, as provided by Lodebridge, infringe that third party's Canadian or United States intellectual property rights, and will pay damages and costs finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Data, combinations with items not provided by Lodebridge, or modifications not made by Lodebridge.

15.2 By the Customer. The Customer will defend Lodebridge against any third-party claim arising from Customer Data, the Customer's breach of Section 8, or the Customer's violation of applicable law, and will pay damages and costs finally awarded or agreed in settlement.

15.3 Procedure. The indemnified party must give prompt notice of the claim, reasonable cooperation, and sole control of the defence and settlement to the indemnifying party, provided no settlement imposes an admission or obligation on the indemnified party without its consent.

16.1 Term. These Terms apply from the date the Customer first accepts them until all Subscription Terms have ended or been terminated.

16.2 Termination for convenience. The Customer may cancel a subscription at any time as described in the Refund and Cancellation Policy.

16.3 Termination for cause. Either party may terminate these Terms on written notice if the other party materially breaches them and fails to cure the breach within thirty (30) days after receiving notice, or immediately if the other party becomes insolvent or ceases to carry on business in the ordinary course.

16.4 Effect. On termination, access to the Services ends, unpaid fees for services provided become due, and Section 7.7 applies to Customer Data. Sections that by their nature should survive termination will survive, including Sections 5 (for amounts owing), 7, 10, 12, 13, 14, 15, 18 and 20.

The following terms apply in addition to the rest of these Terms when the Customer uses the relevant Product.

17.1 Post-Acute Care Intelligence. Market, ownership and quality data are drawn from public and licensed sources and may lag the underlying events. Ratings, scores and projections are Lodebridge's calculations from available data and are not official determinations of any government agency.

17.2 Echo Insights. The Customer is responsible for obtaining any participant consents and research-ethics or privacy approvals required for the evaluation data it collects. Reports generated for funders reflect the data submitted by the Customer, and the Customer is responsible for its accuracy. Contributions to any cross-program benchmark require a separate, explicit opt-in.

17.3 WebStudio. (a) Build and launch. Where a plan includes a website build at no separate charge, the build is provided in consideration of the Customer's subscription. The no-charge period runs from signup through the build and for the trial period stated at checkout after the website goes live. (b) Content. The Customer is responsible for the accuracy and lawfulness of the content, images, prices and claims it supplies for its website, and confirms that it holds the rights to them. (c) Ownership and handover. The Customer owns its domain name (where registered in the Customer's name) and the content it supplies. Once the Customer has paid for at least one full billing period, on cancellation Lodebridge will provide an export of the website files and content and will cooperate in transferring the domain. Third-party themes, plug-ins, fonts, stock images and Lodebridge's own tools, templates and hosting infrastructure remain licensed, not transferred. (d) Communications features. Where the Customer uses features that send texts or emails, place or answer calls, or request reviews, the Customer is responsible for obtaining the consents required under CASL and other applicable laws, and for any required call-recording notices. (e) Domain and third-party fees. Domain registration and third-party services are subject to the registrar's or provider's terms. Fees already paid to third parties on the Customer's behalf are non-refundable.

18.1 Governing law. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Jurisdiction. The parties attorn to the exclusive jurisdiction of the courts located in Toronto, Ontario, except that either party may seek injunctive relief in any court of competent jurisdiction.

18.3 Changes to these Terms. Lodebridge may update these Terms from time to time. Material changes will be notified by email or in the portal at least thirty (30) days before they take effect, and apply from the next Subscription Term. The "Last updated" date shows the current version. Continued use after the effective date constitutes acceptance.

18.4 Assignment. The Customer may not assign these Terms without Lodebridge's prior written consent. Lodebridge may assign these Terms to an affiliate or to a successor in connection with a merger, reorganization or sale of all or substantially all of its relevant assets.

18.5 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.

18.6 Notices. Notices to Lodebridge must be sent to [email protected], with a copy by mail to the address in Section 19 for notices of breach or legal claims. Notices to the Customer may be sent to the email address associated with its account.

18.7 Entire agreement. These Terms, together with any Order and the policies referenced in them, are the entire agreement between the parties about their subject matter. If any provision is held unenforceable, the rest remain in effect. A failure to enforce a provision is not a waiver.

18.8 Language. The parties have required that these Terms and all related documents be drawn up in English. Les parties ont exigé que les présentes conditions et tous les documents connexes soient rédigés en anglais.

Lodebridge Suite M4, 726 Lakeshore Rd E Mississauga, ON L5G 1J6 Canada

Email: [email protected] Website: https://lodebridge.com

Lodebridge is a registered operating trade name of 18269017 CANADA INC. (Ontario BIN: 1001773117 / OCN: 1001758936).