Terms of Service

These Terms of Service ("Terms") govern your access to and use of the products and services operated by Avenant ("Avenant", "we", "us"), including the Avenant Companion device and software, the Connect mobile application, the Care Hub dashboard, and this website (collectively, the "Services").

By creating an account or using the Services, you agree to be bound by these Terms. If you are accepting on behalf of an organization, you confirm you have authority to bind that organization.

You may use the Services if you are:

• at least 18 years old;
• a resident eligible to receive the Companion experience (with consent managed by an authorized family member or care team); or
• a family member, caregiver, or facility administrator registered under a valid subscription.

If you are a care facility, your organization assumes responsibility for ensuring that residents and staff use the Services in compliance with these Terms and applicable law, including any obligations under applicable health information privacy legislation in your jurisdiction (such as HIPAA in the United States or provincial health privacy laws in Canada).

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us immediately at support@avenant.ca if you suspect any unauthorized access.

We reserve the right to suspend or terminate accounts that violate these Terms, engage in harmful behavior, or remain inactive for more than 24 months.

You agree not to:

• use the Services for any unlawful purpose or in violation of any applicable regulation;
• attempt to reverse-engineer, decompile, or extract source code from any part of the Services;
• use the Services to harass, deceive, or cause distress to any resident or user;
• upload content that is defamatory, abusive, or infringes the rights of any third party;
• attempt to circumvent any security, authentication, or access control mechanism;
• resell or sublicense access to the Services without our prior written consent.

Avenant Companion is not a medical device and does not provide medical advice, diagnosis, or treatment. It is a companionship and communication tool designed to support wellbeing. It must not be used as a substitute for professional medical care, mental health treatment, or emergency services.

In an emergency, always call your local emergency number (911 in the US and Canada, 112 in the EU). The Services do not provide 24/7 human monitoring and cannot guarantee a response to any alert or signal.

Avenant Companion is not classified as a medical device under applicable US FDA, Health Canada, or EU MDR regulations. It is not intended to diagnose, cure, treat, or prevent any disease or health condition.

Access to the Services requires a paid subscription. Pricing, billing cycles, and cancellation terms are set out in the order form or subscription agreement entered into at signup. All fees are exclusive of applicable taxes unless stated otherwise.

We may change subscription pricing with 60 days' notice. Your continued use after the effective date constitutes acceptance of the new pricing. Residents of Quebec have additional rights under consumer protection law, including the right to cancel a contract for services within certain timeframes.

The Services, including all software, designs, trademarks, and content created by Avenant, are owned by Avenant or its licensors and are protected by intellectual property law in applicable jurisdictions. Nothing in these Terms grants you any ownership rights.

Content you or your organization upload (photos, voice notes, biographical details) remains yours. You grant us a limited license to process and display that content solely to provide the Services.

The Services are provided "as is" and "as available" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or uninterrupted availability. We do not warrant that the Services will be error-free or that defects will be corrected.

Some jurisdictions do not allow the exclusion of implied warranties. In those jurisdictions, the above exclusion applies to the fullest extent permitted by law.

To the maximum extent permitted by applicable law, Avenant's total liability to you for any claim arising out of or relating to the Services shall not exceed the fees you paid to us in the 12 months preceding the claim.

We shall not be liable for any indirect, incidental, special, or consequential damages, including loss of data, loss of profits, or business interruption, even if we have been advised of the possibility of such damages.

Nothing in these Terms limits liability for death or personal injury caused by our negligence, for gross negligence or willful misconduct, or for any liability that cannot be excluded under applicable law, including consumer protection legislation in Canada and the EU.

These Terms are governed by the laws applicable in the jurisdiction where you primarily use the Services:

• United States: the laws of the State of Delaware govern, and disputes shall be resolved in the federal or state courts of Delaware, except where mandatory consumer protection law requires otherwise.
• Canada: the laws of the Province of Ontario govern, and disputes shall be resolved in the courts of Ontario, except where mandatory provincial consumer protection law requires otherwise. Quebec residents retain all rights available under Quebec consumer protection law.
• European Union and EEA: the laws of France govern, and disputes shall be submitted to the jurisdiction of the courts of Paris, except where mandatory consumer protection law in your country of residence provides otherwise. EU consumers may also use the European Commission's Online Dispute Resolution platform at ec.europa.eu/odr.

We may update these Terms from time to time. We will provide at least 30 days' notice of material changes by email. Your continued use of the Services after the effective date constitutes your acceptance of the revised Terms. If you do not agree, you may cancel your subscription before the effective date.

Questions about these Terms? Contact us at legal@avenant.ca.