Terms and Conditions

1. Agreement to Terms

By accessing or using the services provided by Cardwatch Licensing (2023) Limited ("Company", "we", "us", or "our"), located at 16610 Bayview Avenue Suite 209, Newmarket, Ontario L3X 3B1, you agree to be bound by these Terms and Conditions ("Terms"). If you do not agree to these Terms, you must not access or use our services.

2. Description of Service

Cardwatch Licensing (2023) Limited provides a cloud-based recipe management system designed for healthcare food service operations. The service includes recipe management, ingredient tracking, menu planning, production scheduling, inventory management, and related features ("the Service").

3. User Accounts

To access certain features of the Service, you must register for an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for safeguarding your password and for all activities that occur under your account.

4. Acceptable Use

You agree not to misuse the Service. This includes, but is not limited to: attempting to gain unauthorized access to other accounts or systems; interfering with or disrupting the Service; uploading malicious code; or using the Service for any unlawful purpose.

5. Intellectual Property

The Service and its original content, features, and functionality are owned by Cardwatch Licensing (2023) Limited and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

6. Data and Content

You retain ownership of all data and content you submit to the Service. By submitting content, you grant us a limited license to use, store, and process that content solely for the purpose of providing the Service to you.

7. AI-Generated Content

The Service incorporates artificial intelligence features including AI-assisted recipe generation, nutritional analysis, menu cycle planning, a conversational dietary assistant, and OCR-based ingredient import. By using these features, you acknowledge and agree to the following:

• Operational assistance only. AI-generated content is provided solely for operational assistance and workflow support. It is not a substitute for professional clinical or dietary judgment. Registered Dietitians, clinical staff, and qualified food service professionals must independently review all AI-generated output before it is applied in any clinical or patient care context.
• Accuracy limitations. AI-generated output may contain errors, omissions, or inaccuracies, including but not limited to incorrect nutritional values, unsuitable ingredient substitutions, or inappropriate menu recommendations. The Company makes no warranty as to the accuracy, completeness, or fitness for purpose of any AI-generated content.
• User responsibility. You are solely responsible for reviewing, verifying, and approving all AI-generated content before it is used for clinical, dietary, or operational purposes. You must not rely on AI-generated output without independent professional review.
• Liability disclaimer. To the maximum extent permitted by applicable law, the Company disclaims all liability for any harm, loss, injury, or adverse outcome arising from your reliance on AI-generated data or recommendations produced by the Service.

8. US Clients: Healthcare Regulatory Compliance

If you are a client located in the United States, the following additional terms apply:

• HIPAA. If you are a Covered Entity or Business Associate as defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its implementing regulations, and your use of the Service involves the creation, receipt, maintenance, or transmission of Protected Health Information ("PHI"), you must execute a Business Associate Agreement ("BAA") with the Company before processing any PHI through the Service. Please contact us to request a BAA. The Service is not intended to be used to store or transmit PHI in the absence of an executed BAA.
• US dietary and clinical regulations. You are solely responsible for ensuring that your use of the Service complies with all applicable US federal and state laws governing clinical nutrition, dietary services, and long-term care food service, including regulations issued by the Centers for Medicare & Medicaid Services (CMS) and any applicable state licensing or certification requirements.
• Applicable US law. Nothing in these Terms limits any right or remedy you may have under applicable US federal law. To the extent that mandatory US federal law provisions conflict with the governing law set out in Section 11, US federal law will prevail with respect to those provisions only.

9. Limitation of Liability

To the maximum extent permitted by law, Cardwatch Licensing (2023) Limited shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from your use of the Service.

10. Termination

We may terminate or suspend your account and access to the Service at our sole discretion, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination, your right to use the Service will immediately cease.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. US clients are additionally subject to applicable US federal laws as set out in Section 8.

12. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify users of any material changes by posting the updated Terms on this page. Your continued use of the Service after such changes constitutes your acceptance of the new Terms.

13. Contact Us

If you have any questions about these Terms, please contact us at:

Cardwatch Licensing (2023) Limited
16610 Bayview Avenue Suite 209
Newmarket, Ontario L3X 3B1
Canada