Terms of Service

1. Agreement to These Terms

These Terms of Service ("Terms") form a binding agreement between you and CenoteTracker ("Cenote," "we," "us," or "our") and govern your access to and use of the CenoteTracker mobile application and related services (collectively, the "Service").

By creating an account, downloading or installing the App, or otherwise using the Service, you agree to these Terms. If you do not agree, do not use the Service.

Please also review our Privacy Policy and Data Policy, which are incorporated into these Terms by reference.

2. Eligibility

You must be at least 18 years old and able to form a binding contract under applicable law to use the Service. By using the Service, you represent and warrant that you meet these requirements. The Service is intended for licensed or aspiring-to-be-licensed professionals tracking continuing education or professional development obligations.

3. Your Account

3.1 Account Creation

You create an account through our authentication provider (Clerk). You agree to provide accurate, current, and complete information when registering, and to keep that information updated.

3.2 Account Security

You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You must notify us promptly at [email protected] if you suspect unauthorized use.

3.3 One Account Per Person

You may only maintain one account for personal use. You may not transfer, sell, or share your account with anyone else.

4. The Service

4.1 What Cenote Does

Cenote is a tool for organizing and tracking your continuing education records. The Service may:

• store documents you upload, such as completion certificates and transcripts;
• automatically extract text and metadata from those documents using optical character recognition;
• search publicly available state licensing-board pages and use artificial-intelligence models to interpret continuing-education requirements applicable to your profession and state;
• calculate your progress toward those requirements based on the documents you upload and the information you confirm; and
• email a ZIP archive of documents you select to a recipient of your choice ("Zip & Send").

4.2 No Professional, Legal, or Accreditation Advice

Cenote is a tracking and organization tool. It is not a substitute for the official records of your state licensing board, employer, certifying body, or accreditation organization. Information about continuing-education requirements is derived from publicly available sources and from automated, language-model-based interpretation; it may be incomplete, out of date, or inaccurate. You are solely responsible for verifying your compliance with all applicable requirements and for the accuracy of any records you submit to a licensing or accrediting authority.

Cenote does not provide legal, accounting, medical, or other professional advice. Nothing produced by the Service should be relied on as such.

4.3 Changes to the Service

We may modify, suspend, or discontinue any part of the Service at any time, with or without notice. We will use reasonable efforts to provide advance notice of material changes that adversely affect paid subscribers.

5. Subscriptions, Free Tier, and Quotas

5.1 Free Tier

The Service offers a free tier with limited features, including a cap on the number of documents you may upload. The specific limit is displayed in the App and may change from time to time.

5.2 Premium Subscription

A premium subscription unlocks additional capacity and features. Premium subscriptions are sold through Apple's App Store or Google Play and are managed by RevenueCat on our behalf. Pricing, billing cycles, renewal terms, and trial offers are as displayed on the App Store or Play Store at the time of purchase.

5.3 Payment and Renewal

Payments are processed by the applicable app store. Cenote does not receive or store your payment-card information. Subscriptions renew automatically unless you cancel before the end of the current billing period through your app-store account settings.

5.4 Refunds

Refund eligibility is governed by the policies of Apple's App Store or Google Play, as applicable. Except as required by law, all payments are final and non-refundable by Cenote. You should direct refund requests to the app store from which you made the purchase.

5.5 Taxes

Prices displayed do not include taxes, which may be added by the app store where required by law.

6. Your Content

6.1 What "Your Content" Means

"Your Content" means any data, documents, files, text, images, credential information, recipient lists, notes, and other materials you submit, upload, or transmit through the Service.

6.2 Ownership

You retain all rights you have in Your Content. We do not claim ownership of Your Content.

6.3 License to Cenote

You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, perform, and process Your Content solely for the purposes of operating, securing, and improving the Service for you (for example, to store your documents, run OCR, send your "Zip & Send" emails, and display your progress). This license terminates when you delete Your Content or your account, except to the extent retention is required by law, our routine backup rotation, or as needed to resolve disputes or enforce these Terms.

We do not use Your Content to train artificial-intelligence models, and we do not sell or share Your Content with third parties except as described in the Privacy Policy.

6.4 Your Responsibility for Your Content

You represent and warrant that:

• you have all rights necessary to upload, transmit, and share Your Content through the Service;
• Your Content does not violate any law, contract, or third-party right (including privacy, publicity, intellectual-property, or confidentiality rights);
• when you use "Zip & Send," each recipient you specify is authorized to receive the documents and personal information contained in your transmission; and
• Your Content does not contain malware, viruses, or other harmful code.

6.5 Sensitive Information

The Service is not designed to receive or store information subject to specific regulatory regimes such as the U.S. Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act, the Payment Card Industry Data Security Standard (PCI DSS), or government-classified information. Do not upload such information to the Service. Cenote is not a HIPAA Business Associate.

7. Acceptable Use

You agree not to:

• use the Service in violation of any law, regulation, or third-party right;
• access or attempt to access another user's account or data;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service, except to the extent permitted by applicable law;
• scrape, crawl, or extract data from the Service through automated means except as expressly permitted;
• interfere with, disrupt, or place an unreasonable load on the Service, our servers, or our networks;
• bypass, disable, or attempt to circumvent any security or rate-limiting feature;
• use the "Zip & Send" feature, support tools, or any other communications channel to send spam, harassment, or other unsolicited communications;
• upload content that is illegal, defamatory, obscene, harassing, or that infringes the rights of others; or
• use the Service to develop a competing product or to benchmark its performance for publication without our prior written consent.

We may suspend or terminate your account immediately if we reasonably believe you have violated these Terms.

8. Third-Party Services

The Service relies on third-party services described in our Privacy Policy and Data Policy. Your use of these third-party services may be subject to their own terms. We are not responsible for the acts or omissions of third-party providers.

Push notifications are delivered through Apple Push Notification service or Firebase Cloud Messaging. App distribution and in-app purchases are governed by Apple's App Store or Google Play terms, in addition to these Terms.

9. Intellectual Property

9.1 Our Intellectual Property

The Service and all related software, designs, text, graphics, logos, and documentation (excluding Your Content and third-party open-source components) are the property of Cenote and its licensors and are protected by copyright, trademark, and other laws. Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non- sublicensable license to use the Service for your personal, non-commercial purposes.

"Cenote," "CenoteTracker," and our logos are our trademarks. You may not use them without our prior written consent.

9.2 Open Source

The Service includes open-source software components, each subject to its own license. See Licenses for attributions.

9.3 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use them for any purpose, without any obligation to you.

10. Termination

10.1 Termination by You

You may stop using the Service at any time. You may delete your account from within the App. Deletion is processed as described in Section 7 of the Privacy Policy.

10.2 Termination by Cenote

We may suspend or terminate your access to the Service at any time, with or without notice, if we reasonably believe you have violated these Terms, if required by law, or if continued provision of the Service to you would expose us to legal or operational risk.

10.3 Effect of Termination

Upon termination, your right to use the Service ends immediately. Sections that by their nature should survive termination will survive, including Sections 6, 7, 9, 11, 12, 13, 14, and 15.

11. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT:

• THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
• THE INFORMATION OR RESULTS PRODUCED BY THE SERVICE (INCLUDING OCR EXTRACTION, AI-GENERATED REQUIREMENTS SUMMARIES, AND PROGRESS CALCULATIONS) WILL BE ACCURATE, COMPLETE, OR CURRENT; OR
• ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

YOU ARE SOLELY RESPONSIBLE FOR VERIFYING YOUR COMPLIANCE WITH ALL APPLICABLE CONTINUING-EDUCATION AND LICENSING REQUIREMENTS WITH THE AUTHORITATIVE SOURCE.

Some jurisdictions do not allow the disclaimer of certain warranties, so some of the above disclaimers may not apply to you.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

• NO INDIRECT DAMAGES. IN NO EVENT WILL CENOTE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR PROFESSIONAL OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

• CAP ON DAMAGES. OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) ONE HUNDRED U.S. DOLLARS ($100).

• LICENSING CONSEQUENCES. WE ARE NOT RESPONSIBLE FOR ANY LICENSING, CERTIFICATION, EMPLOYMENT, OR PROFESSIONAL CONSEQUENCES THAT MAY RESULT FROM YOUR USE OF THE SERVICE OR FROM ANY INACCURACY IN INFORMATION DERIVED THROUGH THE SERVICE.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

13. Indemnification

You agree to indemnify, defend, and hold harmless Cenote and its officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) Your Content; (c) your violation of these Terms; (d) your violation of any law or third-party right; or (e) your use of the "Zip & Send" feature, including any claim by a recipient relating to documents you transmitted.

14. Governing Law and Dispute Resolution

14.1 Governing Law

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-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Informal Resolution

Before filing a claim, you agree to attempt to resolve the dispute informally by contacting us at [email protected]. We will attempt to resolve the dispute informally within thirty (30) days.

14.3 Binding Individual Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved informally under Section 14.2 will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (or its Comprehensive Arbitration Rules where required by the amount in controversy) then in effect. The arbitration will take place in Toronto, Ontario, or by remote proceeding where the rules allow. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or part of these Terms are void or voidable. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction.

You and Cenote each waive the right to a jury trial and the right to participate in a class, collective, consolidated, or representative action. The arbitrator may award relief only on an individual basis and may not award relief that affects users other than you.

Mass-arbitration coordination. If twenty-five (25) or more individuals initiate notices of dispute or arbitration demands raising substantially similar claims and are represented by the same or coordinated counsel, the parties agree that the arbitrations will proceed in coordinated, batched proceedings as the arbitration administrator directs, and that filing fees, case-management fees, and arbitrator compensation will be staged accordingly. This provision does not waive any party's right to individual arbitration; it is intended to ensure that the arbitration forum can adjudicate large volumes of similar claims fairly and efficiently.

Small-claims carve-out. Either party may bring an individual action in the Small Claims Court of Ontario sitting in Hamilton, Ontario, so long as the action remains in that court and is brought on an individual (non-class) basis.

Right to opt out. You may opt out of this arbitration agreement by sending written notice to [email protected] within thirty (30) days after first accepting these Terms. Your notice must include your name, account email, and a clear statement that you wish to opt out of arbitration under these Terms. If you opt out, disputes will be resolved in the courts identified in Section 14.5.

14.4 Arbitration-Enforcement Law

To the extent any party seeks to enforce or challenge Section 14.3 in a Canadian court, the Arbitration Act, 1991 (Ontario) governs its interpretation and enforcement. To the extent any party seeks to enforce or challenge Section 14.3 in a court of the United States, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs its interpretation and enforcement because these Terms affect interstate and international commerce.

14.5 Court Forum (Where Arbitration Does Not Apply)

For any dispute not subject to arbitration under Section 14.3 — including disputes for which a party has timely opted out, claims brought in small- claims court, and actions seeking injunctive or equitable relief to protect a party's intellectual-property rights — the parties consent to the exclusive jurisdiction of the Ontario Superior Court of Justice sitting in Hamilton, Ontario, and each party waives any objection to venue or forum in that court.

14.6 Time Limit

Any claim arising out of or related to these Terms or the Service must be filed within one (1) year after the claim arose; otherwise, it is permanently barred.

15. General

15.1 Entire Agreement

These Terms, together with the Privacy Policy, the Data Policy, and any other documents incorporated by reference, constitute the entire agreement between you and Cenote regarding the Service.

15.2 Severability

If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect.

15.3 No Waiver

Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision.

15.4 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, or sale of assets, or by operation of law.

15.5 Apple-Specific Terms

If you obtained the App from Apple's App Store, the following additional terms apply:

• These Terms are between you and Cenote only. Apple is not a party to these Terms.
• Apple is not responsible for the App or its content. To the maximum extent permitted by law, Apple has no warranty obligation with respect to the App.
• Apple is not responsible for addressing any claims you or any third party may have relating to the App.
• Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.
• You represent and warrant that (i) you are not located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country, and (ii) you are not on any U.S. Government list of prohibited or restricted parties.

15.6 Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will update the "Last Updated" date and notify you by reasonable means, which may include in-app notice or email. Your continued use of the Service after the changes take effect constitutes your acceptance of the updated Terms.

15.7 Contact

CenoteTracker 48 Jenny Court, Stoney Creek, Ontario, L8G 4N8, Canada Email: [email protected]