1. Interpretation

1.1 Definitions

Confidential Information does not include information that the receiving party can demonstrate:

1. was lawfully known to it without a confidentiality obligation before disclosure;
2. was independently developed without use of the disclosing party’s Confidential Information;
3. was lawfully received from a third party without a confidentiality obligation; or
4. became publicly available without breach of this Agreement.

1.2 Currency

Unless a Service Order expressly states otherwise, all Fees are quoted and payable in Canadian dollars.

Where payment must be converted from another currency, Aim 4 The Cloud may use a commercially reasonable exchange rate available on or near the payment-processing date. Customer is responsible for currency-conversion charges and fees imposed by its payment provider.

1.3 Order of Precedence

If documents forming the Agreement conflict, the following order of precedence applies, unless a document expressly states otherwise:

1. a signed amendment or statement of work;
2. the applicable Service Order;
3. the applicable SLA;
4. these Terms;
5. the AUP;
6. the Privacy Policy; and
7. other documents incorporated by reference.

1.4 Entire Agreement

The Agreement constitutes the entire agreement between the parties concerning its subject matter and replaces previous proposals, discussions, representations, negotiations, and agreements concerning that subject matter.

Neither party relies on any representation, promise, or warranty not expressly included in the Agreement.

1.5 Governing Law

Subject to any mandatory rights available to a consumer under Applicable Law, the Agreement is governed by the laws of British Columbia and the federal laws of Canada applicable in British Columbia, without giving effect to conflict-of-law principles.

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

For Customers that are not consumers, the parties irrevocably submit to the exclusive jurisdiction of the courts located in Vancouver, British Columbia.

Nothing in this section limits a consumer’s right to commence a proceeding in another jurisdiction where that right cannot lawfully be waived or restricted.

1.6 Mandatory Rights

Nothing in this Agreement excludes, restricts, or waives a right, warranty, remedy, or protection that cannot lawfully be excluded, restricted, or waived.

Where Customer is a consumer, any provision inconsistent with mandatory consumer-protection legislation applies only to the maximum extent permitted by law.

2. Services, Term, Fees, and Termination

2.1 Service Activation

Aim 4 The Cloud will begin providing a Service after:

1. Customer has accepted the applicable Service Order and these Terms;
2. any required initial payment has been received;
3. Customer has supplied the information, access, licences, authorizations, and cooperation reasonably required for provisioning; and
4. Aim 4 The Cloud has completed the necessary configuration.

Estimated activation and migration dates are estimates unless expressly guaranteed in a Service Order.

Delays caused by Customer, a third party under Customer’s control, a domain registrar, software vendor, carrier, data-centre provider, or another external dependency may extend the activation date.

2.2 Term and Automatic Renewal

The Agreement for a Service begins on its Service Commencement Date and continues for the Initial Term.

At the end of the Initial Term, the Service automatically renews for successive Renewal Terms unless either party gives notice of non-renewal at least 30 days before the end of the current term, or a different notice period is stated in the Service Order.

Where required by Applicable Law, Aim 4 The Cloud will provide any required renewal disclosure or reminder.

Automatic renewal does not limit any cancellation or termination right that cannot lawfully be waived.

2.3 Additional and Remedial Services

Customer may request supplemental services, including migration, restoration, configuration, consulting, development, security remediation, or project support. Supplemental services will be charged at the rates agreed in writing or, where no rate has been agreed, at Aim 4 The Cloud’s then-current rates.

Where immediate action is reasonably necessary to address an AUP violation, security threat, compromised account, malicious activity, or material risk to the Services, Aim 4 The Cloud may take reasonable remedial action without advance approval.

Customer is responsible for reasonable remedial-service charges where the issue was caused by Customer, Customer’s users, Customer Content, Customer’s software, compromised Customer credentials, or Customer’s failure to comply with the Agreement.

2.4 Fees and Invoicing

Customer must pay all Fees by the due date shown on the invoice or Service Order.

Recurring Fees are normally billed in advance. Usage charges, overages, professional services, third-party charges, and other variable amounts may be billed in arrears.

Unless otherwise stated in a Service Order:

1. setup and initial Fees are due before service activation;
2. invoices are due upon receipt or within the payment period stated on the invoice; and
3. Fees are non-refundable once the applicable Service period has begun, except as expressly provided in the Agreement or required by law.

Overdue amounts accrue interest at 1.5% per month, equivalent to 18% per year, calculated from the due date until paid.

Customer must notify Aim 4 The Cloud of a good-faith invoice dispute within 90 days after the invoice date and must provide sufficient details for the dispute to be investigated. This time limit does not apply where prohibited by law.

Customer must pay all undisputed portions of an invoice when due.

2.5 Payment Authorization

Where Customer provides a credit card, bank account, pre-authorized debit, or other payment method, Customer authorizes Aim 4 The Cloud and its payment processors to charge that payment method for all amounts due under the Agreement.

This authorization continues until all outstanding amounts have been paid.

Customer must keep its billing details and payment information current and must promptly notify Aim 4 The Cloud of any change that could prevent payment.

A failed payment does not relieve Customer of its payment obligations. Aim 4 The Cloud may charge reasonable returned-payment, chargeback, or administrative fees to the extent permitted by law.

2.6 Taxes

Fees do not include applicable taxes unless expressly stated otherwise.

Customer is responsible for applicable GST, HST, PST, QST, sales, use, value-added, withholding, and similar taxes, excluding taxes based on Aim 4 The Cloud’s net income.

If Customer is legally required to withhold an amount, Customer must provide appropriate documentation and, except where prohibited by law, pay any additional amount necessary so that Aim 4 The Cloud receives the amount it would have received without the withholding.

2.7 Non-Payment

If an amount is overdue, Aim 4 The Cloud may provide notice and suspend some or all Services until the account is brought current.

Where reasonably practicable, Aim 4 The Cloud will provide notice before suspension. Immediate suspension may occur where:

1. payment has repeatedly failed;
2. Customer has previously received a late-payment warning;
3. continued service would expose Aim 4 The Cloud to financial or operational risk; or
4. immediate action is otherwise permitted by the Agreement.

Customer remains responsible for Fees accruing during a payment-related suspension.

Aim 4 The Cloud may require payment of all outstanding amounts and a reasonable reconnection fee before restoring a suspended Service.

Customer is responsible for reasonable collection costs, agency fees, legal fees, and court costs incurred in recovering overdue amounts, to the extent permitted by law.

2.8 Early Termination Charges

Pricing for a fixed-term Service may be based on Customer’s commitment to purchase the Service for the entire Initial Term or Renewal Term.

If Customer terminates a fixed-term Service for convenience before the end of the applicable term, or if Aim 4 The Cloud terminates the Service because of Customer’s uncured material breach, Customer must pay:

1. all Fees accrued up to the termination date;
2. all non-cancellable third-party, licensing, equipment, and infrastructure commitments incurred for Customer;
3. any discounts conditioned on completion of the term; and
4. an early termination charge equal to the remaining Recurring Fees for the committed term, less costs Aim 4 The Cloud reasonably avoids as a direct result of early termination.

The parties acknowledge that the early termination charge reflects committed capacity, reserved resources, provisioning costs, and term-based pricing and is not intended to be a penalty.

This section applies only to the maximum extent permitted by Applicable Law and does not limit a statutory consumer cancellation right.

2.9 Termination by Customer

Customer may terminate an affected Service:

1. for convenience, subject to the notice requirements and early termination charges in this Agreement;
2. if Aim 4 The Cloud materially fails to provide the Service in accordance with the Agreement and does not correct the failure within 10 Business Days after receiving a detailed written notice;
3. if Aim 4 The Cloud commits another material breach and does not correct it within 30 days after receiving detailed written notice; or
4. where an amendment to the AUP, Privacy Policy, or Subprocessor arrangements materially and adversely affects Customer, provided that Customer gives written notice within 10 Business Days after the amendment takes effect and Aim 4 The Cloud does not withdraw the amendment for that Customer within five Business Days.

Termination under paragraphs 2, 3, or 4 is limited to the Service materially affected by the breach or amendment unless the affected Service cannot reasonably be separated from the remaining Services.

2.10 Termination by Aim 4 The Cloud

Aim 4 The Cloud may terminate an affected Service or the Agreement:

1. on at least four Business Days’ notice if a payment remains overdue;
2. if Customer materially breaches the Agreement and does not correct the breach within 10 days after receiving notice;
3. on one Business Day’s notice if Customer repeatedly or seriously violates the AUP;
4. immediately where Customer engages in unlawful activity, fraud, malicious activity, intentional security abuse, or conduct that creates an immediate material risk;
5. if continuing to provide the Service would violate Applicable Law or a binding governmental or court order;
6. if a third party alleges that the Service or technology required to provide it infringes intellectual-property rights and Aim 4 The Cloud cannot reasonably modify, replace, or continue the Service without material risk;
7. if a required supplier, licence, data-centre arrangement, telecommunications service, or third-party product becomes unavailable on commercially reasonable terms; or
8. if Customer becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to bankruptcy or receivership proceedings, or ceases carrying on business, except where termination on that basis is prohibited by law.

Where reasonably possible, Aim 4 The Cloud will provide advance notice and an opportunity to migrate to an alternative Service.

2.11 Suspension

Aim 4 The Cloud may suspend some or all Services where it reasonably believes that:

1. the Services are being used contrary to the Agreement or Applicable Law;
2. Customer’s account, credentials, systems, applications, or data have been compromised;
3. Customer Content or traffic poses a threat to the Services, Aim 4 The Cloud, another customer, or a third party;
4. a denial-of-service attack, malware event, excessive traffic event, vulnerability, or other security incident is occurring;
5. suspension is requested or required by a court, law-enforcement body, regulator, or governmental authority;
6. Customer has failed to cooperate with a reasonable security or abuse investigation; or
7. immediate action is necessary to prevent or reduce material harm.

Aim 4 The Cloud will limit a suspension to the scope and duration reasonably necessary under the circumstances.

Advance notice will be provided where reasonably practicable and legally permitted. Customer may not have access to Customer Data during a suspension.

2.12 Effect of Termination

Upon expiration or termination:

1. Customer’s right to use the affected Service ends;
2. all outstanding Fees become immediately due;
3. Customer must discontinue use of Provider software and credentials associated with the terminated Service;
4. Customer must relinquish any IP addresses, network identifiers, licences, or other resources assigned by Aim 4 The Cloud;
5. each party must return or destroy the other party’s Confidential Information where reasonably requested, subject to legal and archival obligations; and
6. Aim 4 The Cloud may delete Customer Data in accordance with this Agreement, the applicable Service Order, its data-retention practices, and Applicable Law.

Customer is responsible for exporting Customer Data before termination.

If Customer requests data-recovery or export assistance before deletion and recovery is technically possible, Aim 4 The Cloud may provide assistance at its then-current professional-service rates.

Customer Data may remain temporarily in encrypted backups until those backups expire or are overwritten through ordinary backup rotation. Aim 4 The Cloud is not required to alter an ordinary backup rotation unless required by law or expressly agreed in writing.

3. Customer Obligations, Data, Warranties, and Liability

3.1 Customer Representations

Customer represents and warrants that:

1. if Customer is an individual, Customer has reached the age of majority in Customer’s province or territory and has legal capacity to enter into this Agreement;
2. if Customer acts for an organization, Customer has authority to bind that organization;
3. all account, contact, billing, and identity information supplied to Aim 4 The Cloud is accurate and complete;
4. Customer has all rights, licences, permissions, and lawful authority required to use, upload, process, and distribute Customer Content;
5. Customer’s use of the Services will comply with Applicable Law and the Agreement; and
6. Customer is not purchasing or using the Services on behalf of a person prohibited by Canadian sanctions or export-control laws.

3.2 Customer Responsibilities

Customer is responsible for:

1. complying with the Agreement and ensuring that its users and end users comply with it;
2. all activity conducted through its accounts, systems, credentials, and Services;
3. maintaining accurate Administrative Contact, billing, and security-contact information;
4. protecting passwords, API keys, private keys, authentication devices, and other credentials;
5. promptly revoking access for individuals who are no longer authorized;
6. configuring Customer-controlled applications, operating systems, firewalls, permissions, accounts, and software securely;
7. applying patches and updates for components managed by Customer;
8. using encryption where appropriate for sensitive or regulated information;
9. obtaining necessary consents and providing necessary privacy notices;
10. maintaining any independent copies or backups required for Customer’s business-continuity, archival, legal, or regulatory obligations;
11. testing applications, configurations, restorations, updates, and migrations before production use where reasonably possible;
12. obtaining licences for Customer-provided software and content;
13. cooperating with abuse, security, payment, and compliance investigations; and
14. ensuring that use of the Services does not interfere with Aim 4 The Cloud’s systems or other customers.

Customer must promptly notify Aim 4 The Cloud of suspected unauthorized access, compromised credentials, security incidents, or unlawful use involving the Services.

3.3 Service Warranties and Disclaimers

Aim 4 The Cloud will provide the Services with reasonable care and skill and substantially in accordance with the applicable Service Order and SLA.

Internet, hosting, cloud, telecommunications, and managed technology services involve risks and dependencies outside any one provider’s control. Except as expressly stated in an SLA, Aim 4 The Cloud does not warrant that the Services will be uninterrupted, error-free, immune from attack, or completely secure.

Backup, snapshot, replication, malware scanning, spam filtering, security monitoring, or disaster-recovery features are provided only where expressly included in the applicable Service Order.

No backup system is guaranteed to capture or restore every file, message, database, configuration, or point in time. Customer must maintain independent backups where loss of data would create material harm.

To the maximum extent permitted by law, and subject to any express SLA, the Services are provided “as is” and “as available.” Aim 4 The Cloud disclaims implied warranties and conditions, including merchantability, fitness for a particular purpose, durability, title, and non-infringement.

These disclaimers do not exclude a warranty or condition that cannot lawfully be excluded.

3.4 Confidentiality

Each party will:

1. use the other party’s Confidential Information only to perform or exercise its rights under the Agreement;
2. protect the Confidential Information using at least reasonable safeguards;
3. disclose it only to personnel, professional advisers, contractors, and service providers that need the information and are subject to appropriate confidentiality obligations; and
4. not disclose it to another person without the disclosing party’s authorization, except as permitted below.

A receiving party may disclose Confidential Information where required by Applicable Law, a court order, or a lawful governmental demand.

Where legally permitted and reasonably practicable, the receiving party will provide advance notice and a reasonable opportunity for the disclosing party to seek protective relief.

Aim 4 The Cloud may report activity it reasonably believes is unlawful, fraudulent, abusive, or materially harmful to an appropriate authority.

3.5 Customer Data and Privacy

3.5.1 Ownership

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

Customer grants Aim 4 The Cloud and its Subprocessors a limited right to host, copy, transmit, process, access, modify, and otherwise use Customer Data only as reasonably necessary to:

1. provide, secure, maintain, support, and improve the Services;
2. comply with Customer’s documented instructions;
3. investigate fraud, abuse, or security incidents;
4. enforce the Agreement; and
5. comply with Applicable Law.

3.5.2 Customer’s Privacy Responsibilities

Customer is responsible for determining:

1. whether the Services are suitable for the information Customer intends to process;
2. which privacy, data-residency, confidentiality, industry, and regulatory requirements apply;
3. whether Customer has a lawful basis and any necessary consent for processing Personal Information;
4. whether a privacy impact assessment, data-processing agreement, security review, or regulatory authorization is required; and
5. whether additional contractual or technical safeguards are necessary.

Customer must not use the Services for information subject to specialized regulatory requirements unless the applicable Service Order expressly confirms that the Service is suitable for that purpose.

3.5.3 Provider Obligations

Aim 4 The Cloud will:

1. process Customer Data only to provide the agreed Services, follow documented lawful instructions, or comply with Applicable Law;
2. require personnel with access to Customer Data to maintain confidentiality;
3. maintain reasonable administrative, technical, and physical safeguards appropriate to the nature of the Service and the information reasonably expected to be processed;
4. require Subprocessors to maintain appropriate confidentiality, privacy, and security obligations;
5. maintain access controls for Provider-managed systems;
6. provide reasonable information about its security and data-handling practices, subject to confidentiality and security restrictions;
7. reasonably assist Customer with privacy requests, regulatory inquiries, and legally required assessments where the assistance relates to the Services; and
8. return or delete Customer Data following termination as described in this Agreement.

Aim 4 The Cloud will comply with privacy laws applicable to its processing activities, which may include British Columbia’s Personal Information Protection Act, the federal Personal Information Protection and Electronic Documents Act, and other applicable provincial, federal, or international privacy legislation.

3.5.4 Security Incidents

Aim 4 The Cloud will notify Customer without undue delay after confirming a security incident affecting Customer Data where notification is required by Applicable Law or the incident is reasonably likely to materially affect Customer.

Where reasonably practicable, Aim 4 The Cloud will endeavour to provide initial notice within 24 hours after confirming such an incident.

Initial notices may contain limited information and may be updated as the investigation progresses.

Customer remains responsible for determining whether it must notify individuals, regulators, customers, insurers, or other parties unless the Agreement expressly assigns that responsibility to Aim 4 The Cloud.

3.5.5 Subprocessors

Aim 4 The Cloud may use Subprocessors to provide the Services.

A current Subprocessor list may be included in a Service Order, published through the Website, or made available upon request.

Aim 4 The Cloud may replace or add Subprocessors where reasonably required for service delivery. Where an applicable data-processing agreement requires notice, Aim 4 The Cloud will provide notice in accordance with that agreement.

Customer may object to a new Subprocessor on reasonable and documented privacy or security grounds. The parties will work in good faith to address the objection. If no reasonable alternative is available, either party may terminate only the affected Service.

3.5.6 Data Locations

Customer Data may be processed in Canada and in other locations where Aim 4 The Cloud or its authorized Subprocessors operate.

Any specific data-residency commitment must be expressly stated in the applicable Service Order.

3.5.7 Audits and Compliance Assistance

Upon reasonable written request, Aim 4 The Cloud will provide information reasonably available to demonstrate its compliance with applicable contractual data-protection obligations.

Any audit must:

1. occur no more than once annually unless required following a material incident or by a regulator;
2. be conducted during normal business hours;
3. avoid unreasonable interference with operations;
4. protect other customers’ information and Aim 4 The Cloud’s Confidential Information; and
5. be conducted at Customer’s expense unless the audit identifies a material breach by Aim 4 The Cloud.

Aim 4 The Cloud may satisfy an audit request through current third-party reports, certifications, questionnaires, summaries, or other reasonable evidence.

3.6 Customer Indemnity

To the extent permitted by law, Customer will defend, indemnify, and hold harmless Aim 4 The Cloud, its affiliates, and their directors, officers, employees, contractors, and agents from third-party claims, damages, penalties, liabilities, losses, judgments, and reasonable legal costs arising from:

1. Customer Content;
2. Customer’s or its users’ use of the Services contrary to the Agreement or Applicable Law;
3. alleged infringement or misappropriation caused by Customer Content, Customer software, or Customer instructions;
4. Customer’s products, services, customers, users, or end users;
5. Customer’s breach of privacy, confidentiality, consumer-protection, intellectual-property, or data-protection obligations;
6. unauthorized use resulting from Customer’s failure to protect credentials or Customer-managed systems; or
7. a dispute between persons claiming authority over Customer’s account.

Customer has no indemnification obligation to the extent a claim was directly caused by Aim 4 The Cloud’s breach, negligence, or wilful misconduct.

Aim 4 The Cloud will promptly notify Customer of an indemnified claim and provide reasonable cooperation. Customer may control the defence, but may not settle a claim in a manner that admits wrongdoing by Aim 4 The Cloud, imposes non-monetary obligations on Aim 4 The Cloud, or fails to fully release Aim 4 The Cloud without its written consent.

3.7 Provider Intellectual-Property Indemnity

Aim 4 The Cloud will defend Customer against a third-party claim alleging that Provider-created technology supplied as part of the Services directly infringes a Canadian patent, copyright, trademark, or trade secret, and will pay finally awarded damages or settlements approved by Aim 4 The Cloud.

This obligation does not apply to a claim arising from:

1. Customer Content;
2. Customer-provided specifications or instructions;
3. modification not made or authorized by Aim 4 The Cloud;
4. use contrary to documentation or the Agreement;
5. combination with items not supplied by Aim 4 The Cloud where the combination caused the claim;
6. continued use after Aim 4 The Cloud provides a non-infringing alternative; or
7. third-party products governed by their own licence terms.

If a Service becomes or is reasonably likely to become subject to an infringement claim, Aim 4 The Cloud may:

1. obtain the right for Customer to continue using it;
2. modify or replace it with a substantially equivalent non-infringing service; or
3. terminate the affected Service and refund prepaid recurring Fees covering the unused terminated period.

This section states Aim 4 The Cloud’s entire obligation for intellectual-property infringement claims.

3.8 Limitation of Liability

3.8.1 Excluded Damages

To the maximum extent permitted by law, neither party will be liable for:

1. indirect, incidental, special, exemplary, punitive, or consequential damages;
2. loss of profit, revenue, anticipated savings, goodwill, reputation, or business opportunity;
3. loss, corruption, or unavailability of data, except to the extent liability cannot lawfully be excluded;
4. business interruption; or
5. the cost of obtaining replacement services,

whether the claim arises in contract, tort, negligence, statute, equity, or otherwise, even if the party was advised that the loss was possible.

3.8.2 Liability Cap

To the maximum extent permitted by law, Aim 4 The Cloud’s total aggregate liability arising from or relating to a Service will not exceed the Fees paid or payable for the affected Service during the 12 months immediately preceding the event giving rise to the claim.

If the affected Service had been provided for less than 12 months, the cap will be the Recurring Fees paid or payable for the period the Service was provided.

3.8.3 Exceptions

The exclusions and cap do not apply to:

1. Customer’s obligation to pay Fees;
2. liability that cannot lawfully be excluded or limited;
3. fraud or fraudulent misrepresentation;
4. wilful misconduct;
5. death or personal injury caused by negligence where liability cannot be limited; or
6. a party’s indemnification obligations, except to the extent otherwise stated in the Agreement.

3.8.4 SLA Remedies

Where an SLA provides service credits for a service-level failure, those credits are Customer’s exclusive monetary remedy for that failure unless the failure also constitutes a separate material breach not reasonably addressed by the service credit.

3.8.5 Statutory Limitation Periods

Claims must be commenced within the limitation periods prescribed by Applicable Law. Nothing in this Agreement shortens a mandatory statutory limitation period.

3.9 Provider Software

Aim 4 The Cloud may provide software, scripts, agents, tools, templates, configurations, or utilities for use with the Services.

Unless otherwise stated in writing, Aim 4 The Cloud grants Customer a limited, non-exclusive, non-transferable, revocable licence to use that software only during the applicable Service term and only in connection with the Services.

Customer must not:

1. sell, sublicense, distribute, copy, or commercially exploit Provider software;
2. remove or obscure proprietary notices;
3. reverse engineer, decompile, or disassemble Provider software except where expressly permitted by law despite this restriction; or
4. use Provider software to develop or assist a competing service.

Open-source software is governed by its applicable open-source licence.

3.10 Third-Party Products

Aim 4 The Cloud may arrange, resell, configure, support, or facilitate access to third-party software, hardware, licences, connectivity, domain-registration services, certificates, or other products.

Third-party products may be governed by separate provider terms.

Unless expressly stated otherwise, Aim 4 The Cloud does not control and is not the manufacturer, developer, registrar, carrier, or licensor of a third-party product.

As between Aim 4 The Cloud and Customer, third-party products are provided on an “as is” and “as available” basis, subject to any warranty provided by the applicable third party and any rights that cannot lawfully be excluded.

Aim 4 The Cloud is not responsible for a third party’s discontinuation, price change, licence change, outage, security incident, or failure to support its product.

4. Content and Intellectual-Property Complaints

4.1 No General Monitoring Obligation

Aim 4 The Cloud does not routinely review or exercise editorial control over Customer Content and has no general obligation to monitor Customer communications, files, or applications.

Aim 4 The Cloud may use automated tools and limited manual review where reasonably necessary to:

1. provide technical support requested by Customer;
2. detect malware, spam, fraud, abuse, or security threats;
3. investigate a suspected AUP violation;
4. protect the Services and other customers; or
5. comply with Applicable Law.

4.2 Copyright Notices

Aim 4 The Cloud will process notices of claimed copyright infringement in accordance with the Canadian Copyright Act and other Applicable Law.

Where required, Aim 4 The Cloud may:

1. forward a compliant infringement notice to the applicable Customer or user;
2. inform the claimant whether forwarding was completed;
3. retain records capable of identifying the applicable account holder for the legally required period; and
4. disclose information where required by a court order or Applicable Law.

Forwarding a notice does not mean that Aim 4 The Cloud has determined that infringement occurred.

4.3 Removal and Restriction of Content

Aim 4 The Cloud may restrict access to, disable, preserve, or remove Customer Content where:

1. required by a court order or Applicable Law;
2. the content creates an immediate and material security or operational risk;
3. the content clearly violates the AUP;
4. Customer repeatedly infringes third-party rights;
5. Customer fails to respond to a reasonable compliance request; or
6. continued hosting would expose Aim 4 The Cloud or another person to material legal liability.

Where reasonably practicable and legally permitted, Aim 4 The Cloud will notify Customer and provide an opportunity to respond before removing content.

Aim 4 The Cloud is not required to refund Fees where action was taken because of Customer’s breach.

4.4 Complaints

Copyright, trademark, privacy, and other legal complaints should be submitted to:

A complaint should include sufficient information to identify the claimant, the relevant rights, the affected content or system location, the basis of the complaint, and the claimant’s contact details.

5. General Provisions

5.1 Force Majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including:

1. natural disasters, severe weather, fire, flood, or earthquake;
2. war, terrorism, civil disorder, sanctions, or governmental action;
3. widespread electrical, telecommunications, Internet, or cloud-service failure;
4. labour disruption not limited to the affected party’s workforce;
5. supply-chain disruption or unavailability of essential equipment;
6. epidemic, pandemic, or public-health emergency;
7. large-scale denial-of-service attack, malicious cyberattack, or Internet-routing event that could not reasonably have been prevented;
8. failure of a carrier, registrar, registry, data centre, upstream provider, or other critical third party; or
9. another event that could not reasonably have been avoided through appropriate precautions.

The affected party must use commercially reasonable efforts to reduce the impact and resume performance.

This section does not excuse Customer’s obligation to pay amounts that became due before the force-majeure event.

Scheduled and emergency maintenance are governed by the applicable SLA and are not treated as force majeure merely because they occur.

5.2 Notices

Formal notices to Aim 4 The Cloud must be delivered by personal delivery, courier, registered mail, or email to:

Notices to Customer may be delivered to the Administrative Contact, billing contact, account email address, customer portal, or another address supplied by Customer.

A notice is considered received:

1. when personally delivered;
2. on the recorded delivery date when sent by courier;
3. five Business Days after mailing within Canada;
4. when the recipient acknowledges an email;
5. on the next Business Day after an email is sent, unless the sender receives a delivery-failure message; or
6. for operational policy notices, when prominently posted through the Website or customer portal and sent to Customer’s account email.

Customer must keep its notice information current.

5.3 Intellectual-Property Ownership

Each party retains all ownership rights in intellectual property it owned, developed, or licensed independently of the Agreement.

Customer does not acquire ownership of Aim 4 The Cloud’s:

1. infrastructure;
2. software;
3. network designs;
4. configurations;
5. operational procedures;
6. automation;
7. documentation;
8. templates;
9. tools;
10. hardware; or
11. IP addresses and network resources.

Unless a statement of work expressly states otherwise, Aim 4 The Cloud owns generalized know-how, tools, scripts, processes, configurations, and reusable components developed while providing the Services, excluding Customer Data and Customer’s pre-existing intellectual property.

Customer has no right to physically access equipment or facilities unless expressly agreed in writing.

IP addresses and network resources assigned to Customer remain under Aim 4 The Cloud’s or its supplier’s control and may be changed where operationally necessary.

5.4 Changes to the Agreement

A signed Service Order or statement of work may be amended only by written agreement between authorized representatives of the parties.

Aim 4 The Cloud may update these Terms, the AUP, Privacy Policy, SLA, or other online policies to:

1. reflect changes in law;
2. address security or abuse risks;
3. reflect changes to the Services;
4. clarify existing provisions; or
5. maintain reasonable business and operational practices.

Material changes will take effect after reasonable notice unless an earlier effective date is required by law or urgently required to address a security threat.

A change that materially and adversely affects an existing fixed-term Service will not apply during the current term unless:

1. required by law;
2. necessary to address a material security or abuse risk;
3. Customer agrees to the change; or
4. Customer is given a reasonable opportunity to terminate the materially affected Service without an early termination charge.

Continued use after a change takes effect constitutes acceptance, except where Applicable Law requires another form of consent.

5.5 No Waiver

Failure or delay in enforcing a provision is not a waiver.

A waiver is effective only if made in writing by an authorized representative and applies only to the specific circumstances identified in the waiver.

5.6 Electronic Acceptance and Counterparts

The Agreement may be accepted through:

1. an online checkout or customer portal;
2. an electronic acceptance box;
3. an email confirming acceptance;
4. a signed Service Order;
5. an electronic signature platform; or
6. Customer’s use of the Services after receiving notice that use constitutes acceptance.

Electronic signatures and electronic records have the same effect as original signatures and paper records to the extent permitted by law.

The Agreement may be signed in counterparts, each of which is considered an original and all of which together form one agreement.

5.7 Survival

Provisions that by their nature should continue after termination will survive, including provisions concerning:

1. payment;
2. confidentiality;
3. Customer Data and deletion;
4. intellectual-property ownership;
5. indemnification;
6. warranty disclaimers;
7. limitation of liability;
8. dispute resolution and governing law; and
9. accrued rights and obligations.

5.8 Severability

If a provision is held illegal, invalid, or unenforceable, that provision will be enforced to the maximum lawful extent or severed if necessary.

The remaining provisions remain in effect.

Where legally permitted, an invalid provision will be interpreted or modified as closely as possible to achieve its intended commercial purpose.

5.9 Assignment

Customer may not assign the Agreement or transfer an account without Aim 4 The Cloud’s prior written consent, which will not be unreasonably withheld in connection with a legitimate corporate reorganization or sale of substantially all of Customer’s business.

Aim 4 The Cloud may assign the Agreement:

1. to an affiliate;
2. as part of a merger, reorganization, financing, or sale of its business or assets; or
3. to a successor provider capable of performing the Services.

An assignment does not relieve the assigning party of obligations that arose before the assignment unless the other party agrees in writing.

5.10 Independent Contractors

The parties are independent contractors.

The Agreement does not create a partnership, joint venture, fiduciary relationship, employment relationship, franchise, or agency.

Neither party may bind the other except as expressly authorized in writing.

5.11 No Third-Party Beneficiaries

Except for persons expressly entitled to indemnification or liability protection under the Agreement, the Agreement does not create rights for third parties.

5.12 Cumulative Remedies

Unless the Agreement expressly states that a remedy is exclusive, contractual rights and remedies are cumulative and do not replace rights or remedies available under Applicable Law.

5.13 Headings and Interpretation

Headings are for convenience only.

“Include,” “includes,” and “including” mean “including without limitation.”

References to the singular include the plural and vice versa where appropriate.

No presumption applies against a party because that party drafted or proposed a provision.

5.14 Language

The parties have requested that the Agreement and related documents be prepared in English, subject to any mandatory language requirements under Applicable Law.

Where Applicable Law requires a French version or requires that a French version be provided before an English version can be accepted, Aim 4 The Cloud will follow those mandatory requirements.

5.15 Contact Information

Questions concerning these Terms may be directed to: