Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you") and ZSoftly Technologies Inc. ("ZSoftly", "we", "us") governing your access to and use of ZSoftly Cloud Platform ("ZCP") and all related services (collectively, the "Services").

By creating an account, accessing the Services, or clicking "I agree," you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

If you do not agree to these Terms, do not use the Services.

2. Definitions

Account

A registered ZCP account that enables access to the Services.

Customer Data

Any data, content, or workloads you store, process, or transmit using the Services.

Usage Data

Operational information about your use of the Services, including resource identifiers, resource names, IP addresses, regions, quotas, usage measurements, billing metrics, API activity, audit events, security events, system logs, performance metrics, configuration metadata, support metadata, and similar information generated by the management and operation of the Services. Usage Data does not include the contents of your files, virtual machine disks, object storage objects, databases, or application payloads.

Services

All ZCP platform services including virtual machines, object storage, block storage, Kubernetes, networking, observability, and related features as described at zcp.zsoftly.ca/services.

Service Level Agreement (SLA)

The uptime commitments and support response times applicable to your support tier, as published at zcp.zsoftly.ca/pricing.

Authorized User

Any individual you permit to access the Services through your Account.

End User

Any individual or entity that accesses, uses, or receives your applications, workloads, content, websites, APIs, or other services hosted on or connected to ZCP.

3. Account Registration and Eligibility

To use the Services, you must register for an Account. You represent that: (a) you are at least 18 years of age; (b) you have the legal capacity to enter into these Terms; (c) all registration information you provide is accurate and current; and (d) if registering on behalf of an organization, you are authorized to do so.

You are responsible for maintaining the security of your Account credentials, including passwords and API keys. You must immediately notify us at security@zsoftly.ca of any unauthorized access to your Account. We are not liable for losses resulting from unauthorized use of your credentials.

The Services are available to businesses and individuals worldwide. Use of the Services from jurisdictions where such use is prohibited by local law is at the Customer's own risk and responsibility.

4. Services

ZSoftly will make the Services available to you in accordance with these Terms and the applicable SLA for your support tier. We reserve the right to modify, update, or discontinue features of the Services with reasonable notice. Where commercially practicable, we will give you at least 30 days' notice of material changes that adversely affect your use.

Some Services may be subject to additional service-specific terms, technical limits, product documentation, or order forms. Those additional terms are incorporated into these Terms for the applicable Services. If there is a conflict, the service-specific terms control only for the affected Service.

Services marked as "Planned" are not yet available and carry no commitment as to availability date.

Beta and preview services. Services or features identified as beta, preview, experimental, early access, or similar are provided for evaluation only, are not recommended for production workloads, may be changed or discontinued at any time, and are excluded from SLA commitments unless we expressly state otherwise in writing. Customer Data used with beta or preview services may be deleted, reset, or become inaccessible as part of changes to those services.

4.1 Service-Specific Responsibilities

Compute and virtual machines. You are responsible for the operating systems, users, SSH keys, passwords, packages, applications, data, firewall rules, security groups, and other configuration inside or attached to your virtual machines, except to the extent ZSoftly expressly provides a managed service in writing. We may reboot, migrate, suspend, or otherwise change the placement of compute resources when reasonably necessary for maintenance, security, platform integrity, or legal compliance.

Object storage. You are responsible for bucket names, object names, access keys, access policies, public access settings, lifecycle rules, and the legality and security of objects you store. If you make a bucket or object public, you are responsible for all consequences of that public access.

DNS. You are responsible for domain ownership, registrar obligations, zone records, record accuracy, and ensuring your DNS use does not violate applicable law or third-party rights. ZSoftly is not responsible for third-party registrar failures, registry actions, or propagation delays outside our control.

Kubernetes. Unless ZSoftly expressly provides a managed Kubernetes service in writing, you are responsible for cluster workloads, namespaces, RBAC, secrets, images, ingress, network policies, application security, and any configuration you apply to your clusters.

5. Acceptable Use Policy

You agree not to use the Services to:

• Violate any applicable law or regulation, including Canadian criminal law, export control laws, and sanctions regimes
• Store, distribute, or transmit malware, ransomware, spyware, or other malicious code
• Launch or facilitate cyberattacks, including DDoS attacks, network scanning, or unauthorized access attempts against any system
• Generate, distribute, or facilitate unsolicited commercial email (spam)
• Mine cryptocurrency without explicit authorization from ZSoftly
• Host, store, or distribute child sexual abuse material (CSAM) or any content that sexually exploits minors
• Engage in or facilitate human trafficking, terrorism, or any activity prohibited under the Criminal Code of Canada
• Infringe the intellectual property rights of any third party
• Circumvent, disable, or otherwise interfere with security or access control features of the Services
• Resell or sublicense the Services without prior written authorization
• Use the Services in a manner that creates an unreasonable security, operational, legal, reputational, or network risk to ZSoftly, other customers, or third parties

We may suspend your Account or affected resources immediately and without prior notice if we have reasonable grounds to believe you are in violation of this Acceptable Use Policy, your Account is compromised, your use threatens the security or availability of the platform, your use causes or contributes to spam, malware, DDoS activity, scanning, fraud, sanctions risk, legal risk, excessive resource abuse, or harm to ZSoftly, other customers, or third parties, or suspension is required by law or lawful authority. We will notify you of the reason and provide an opportunity to respond unless disclosure is prohibited by law or would endanger persons, systems, investigations, or platform integrity.

You must promptly notify us at security@zsoftly.ca if you become aware of compromised credentials, exposed API keys, unauthorized access, abuse complaints, security incidents, or vulnerabilities affecting your Account or workloads. You agree to cooperate with reasonable investigation and remediation requests related to your Account, Authorized Users, End Users, or workloads.

6. Fees and Payment

6.1 Pricing and Currency

All fees are quoted and charged in Canadian dollars (CAD), inclusive of applicable Canadian taxes. Current prices are published at zcp.zsoftly.ca/pricing. We reserve the right to change prices with 30 days' notice.

6.2 Billing

On-demand compute resources are billed hourly and invoiced monthly in arrears. Reserved instances are billed monthly in arrears at the agreed reserved rate for the commitment term. Storage and networking are billed based on actual consumption measured over the billing period.

6.3 Payment

Invoices are due upon receipt. Unpaid invoices will incur interest at 1.5% per month (18% per annum) on outstanding balances. We reserve the right to suspend Services for accounts with invoices more than 15 days overdue after written notice.

If you provide a payment method, you authorize ZSoftly and our payment processor to charge that payment method for fees, taxes, overages, and other amounts due for the Services. You must keep billing and payment information accurate and current. Failed payments, chargebacks, or expired payment methods may result in suspension or termination of Services. You remain responsible for all fees incurred before suspension, termination, or account closure.

Except where required by law or expressly stated in an order form or promotional terms, fees are non-refundable and prepaid credits have no cash value.

6.4 Disputes

You must notify us in writing of any billing dispute within 60 days of the invoice date. We will investigate and respond within 15 business days. Undisputed amounts remain due during any dispute investigation.

6.5 Taxes

You are responsible for any taxes, duties, or levies imposed by your jurisdiction in connection with the Services, other than taxes on ZSoftly's income. Where required by law, we will collect and remit applicable Canadian taxes (GST/HST).

6.6 Launch Credits

Launch credits, where offered, apply to eligible Services during the promotional credit period specified at activation. Unused credits do not carry forward and have no cash value. Accounts that exceed the launch credit balance will be charged for overage at standard on-demand rates.

7. Service Levels

ZSoftly provides uptime commitments and support response times as described in our published SLA, which forms part of these Terms by reference. SLA credits are your sole and exclusive remedy for service interruptions, subject to the credit request procedures described in the SLA. SLA credits are not applicable to scheduled maintenance windows, outages caused by Customer actions, third-party services outside ZSoftly's control, or force majeure events.

YOW (Ottawa) region. We do not currently recommend the YOW region for production workloads. The YOW region operates out of ZSoftly office facilities rather than a commercial data centre and does not carry the compliance standards a commercial data centre provides, such as the facility serving our YUL (Montreal) region. For production workloads, use the YUL region.

8. Customer Data

Ownership. As between you and ZSoftly, you retain all right, title, and interest in and to your Customer Data. These Terms do not grant ZSoftly any ownership rights in your Customer Data.

License to ZSoftly. You grant ZSoftly a limited, non-exclusive license to host, store, copy, and transmit Customer Data solely as necessary to provide the Services to you.

Access. ZSoftly personnel will not access your Customer Data except: (a) with your explicit consent; (b) as required to provide technical support at your request; (c) as required by law; or (d) to investigate suspected violations of these Terms that pose a risk to the platform or other customers.

Responsibility. You are solely responsible for the legality, accuracy, quality, and integrity of your Customer Data, and for ensuring you have all rights necessary to submit it to the Services.

Usage Data. ZSoftly may collect and use Usage Data to operate, secure, monitor, bill, support, troubleshoot, maintain, improve, and plan the Services; detect and prevent fraud, abuse, and security incidents; comply with legal obligations; and create aggregated or anonymized reports and analytics. You should not include personal, confidential, or sensitive information in resource names, tags, labels, metadata, access policy names, support ticket subjects, or similar operational fields unless necessary for your use of the Services.

Authorized Users and End Users. You are responsible for all activity under your Account, including activity by your Authorized Users, employees, contractors, agents, customers, End Users, API keys, access tokens, and workloads. You are responsible for ensuring that your Authorized Users and End Users comply with these Terms and applicable law.

Backups and exports. Unless you have purchased or enabled a specific ZSoftly backup, snapshot, replication, or disaster recovery service, you are responsible for maintaining independent backups and exports of Customer Data. Backup, snapshot, replication, or retention features, where available, are not a substitute for your own disaster recovery planning. ZSoftly is not responsible for data loss caused by your deletion, misconfiguration, compromised credentials, application behavior, failure to maintain backups, or failure to export Customer Data before termination or closure of Services.

9. Security

ZSoftly maintains a security program aligned with ISO/IEC 27001:2022, including encryption in transit and at rest, access controls, continuous monitoring, and incident response procedures. Our current certifications and audit reports are available upon request under NDA.

ZCP follows a shared responsibility model. ZSoftly is responsible for securing the platform components we operate, including the control plane, host infrastructure, physical facilities, and managed service layers we expressly provide. You are responsible for securing what you deploy or configure on the Services, including Account credentials, API keys, access tokens, SSH keys, operating system users, firewall rules, access policies, applications, dependencies, data classification, application-layer encryption, and workload backups.

10. Export Controls and Sanctions

You represent that you and your Authorized Users are not located in, organized under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive trade sanctions, and are not listed on any applicable restricted party, denied party, sanctions, or similar government list. You must not allow access to the Services by any person or entity prohibited by applicable export control, sanctions, or trade compliance laws.

You are responsible for complying with all applicable export, re-export, import, sanctions, and trade control laws in connection with your use of the Services, including laws applicable to software, encryption, technical data, and controlled workloads. You must not use the Services to export, re-export, transfer, or make available controlled software, technology, data, or services in violation of applicable law.

11. Intellectual Property

ZSoftly and its licensors retain all intellectual property rights in the Services, including the software, documentation, user interface, and branding. Nothing in these Terms transfers any ZSoftly intellectual property to you.

The Services are built on open-source software licensed under their respective open source licenses. Nothing in these Terms restricts your rights under those licenses.

If you provide ideas, suggestions, bug reports, feature requests, or other feedback about the Services, you grant ZSoftly a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate that feedback into our products and services without restriction or obligation to you.

12. Confidentiality

Each party agrees to keep confidential any non-public information of the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Each party will use the other's Confidential Information only to exercise its rights and fulfill its obligations under these Terms, and will protect it using at least the same degree of care it uses for its own confidential information, and no less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this section; (b) was rightfully known without restriction before disclosure; or (c) is required to be disclosed by law or court order, provided the disclosing party gives reasonable prior notice where legally permitted.

13. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZSOFTLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ZSOFTLY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, SUBJECT TO THE SLA COMMITMENTS IN YOUR SUPPORT TIER.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZSOFTLY'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES YOU PAID TO ZSOFTLY IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND CANADIAN DOLLARS (CAD $1,000).

IN NO EVENT WILL ZSOFTLY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR BUSINESS INTERRUPTION, EVEN IF ZSOFTLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, ZSoftly's liability is limited to the greatest extent permitted by law.

Except for claims related to non-payment, misuse of ZSoftly intellectual property, or indemnification obligations, no claim arising out of or related to these Terms or the Services may be brought more than two (2) years after the event giving rise to the claim.

15. Indemnification

You agree to defend, indemnify, and hold harmless ZSoftly and its officers, directors, employees, and agents from any claim, demand, loss, liability, or expense (including reasonable legal fees) arising from: (a) your use of the Services in violation of these Terms; (b) your Customer Data; (c) your Authorized Users, End Users, applications, workloads, or public-facing services; (d) your violation of any applicable law; (e) your breach of security or unauthorized access caused by your credentials, systems, or configurations; or (f) your infringement or misappropriation of any third-party right.

16. Term and Termination

These Terms are effective from the date you create an Account and continue until your Account is closed.

Termination by you. You may close your Account and terminate these Terms at any time by deleting your Account through the portal or by written notice to info@zsoftly.ca. You remain responsible for all fees incurred up to the date of termination.

Termination by ZSoftly. We may terminate your Account for cause (material breach of these Terms, non-payment, or AUP violation) with 15 days' written notice and an opportunity to cure, except in cases of serious AUP violations (e.g., CSAM, cyberattacks) where we may terminate immediately.

Effect of termination. Upon termination, your right to access the Services ceases. Your Customer Data will be retained for 30 days to allow export, after which it will be deleted from active systems within 30 days and from backups within 90 days, unless a longer retention is required by law.

Sections that by their nature should survive termination will survive, including provisions relating to fees owed, Customer Data responsibility, Usage Data, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and general provisions.

17. Governing Law and Dispute Resolution

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 law principles.

Informal resolution. Before initiating formal proceedings, both parties agree to attempt good-faith resolution by notifying the other party in writing of the dispute and allowing 30 days to resolve it.

Jurisdiction. If the dispute cannot be resolved informally, each party submits to the exclusive jurisdiction of the courts of the Province of Ontario, Canada.

Waiver of class actions. To the extent permitted by applicable law, any claims must be brought in an individual capacity and not as a plaintiff or class member in any purported class proceeding.

18. Modifications

We reserve the right to modify these Terms at any time. We will email registered account holders about material changes at least 30 days before the effective date. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must close your Account before the effective date.

19. General Provisions

Entire Agreement

These Terms, together with our Privacy Policy and any order forms or SOWs, constitute the entire agreement between you and ZSoftly regarding the Services and supersede all prior agreements.

Order forms and customer documents

No purchase order, vendor registration form, procurement portal term, invoice note, or other customer-supplied document modifies these Terms unless signed by an authorized representative of ZSoftly.

Severability

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

Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce it in the future.

Assignment

You may not assign these Terms without our prior written consent. ZSoftly may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.

Force Majeure

Neither party is liable for delays or failures in performance resulting from events beyond their reasonable control, including natural disasters, governmental actions, or telecommunications failures.

Notices

Legal notices to ZSoftly must be sent to legal@zsoftly.ca or by registered mail to our Ottawa address. Notices to you will be sent to the email address on your Account.

Language

These Terms are written in English. Any translation is for convenience only. In the event of conflict, the English version prevails.

Relationship

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, franchise, or employment relationship.

No third-party beneficiaries

These Terms do not create rights for any person or entity that is not a party to these Terms.

Interpretation

The words "including" and "such as" mean "including without limitation." Section headings are for convenience only and do not affect interpretation.

Account Credit, Promotional Terms

ZSoftly offers new ZCP customers up to $300 CAD in account credit. This offer is available until December 31, 2026. The following terms apply.

1. Who qualifies. New ZCP accounts only. One credit per organization.
2. Account activation. Creating an account requires a minimum payment of $1.00 CAD, used to verify and validate your account. The amount you add is credited to your account as infra credit that you can spend.
3. Sign-up credit. $100 CAD is applied to your account automatically at sign-up and is valid for 30 days from the date it is issued.
4. Spend bonus. After you spend $200 CAD on eligible Services, you may request an additional $200 CAD credit by emailing info@zsoftly.ca from your account email address with your account number and the subject “$200 Credit Request”. Once applied, this credit is valid for 60 days, for up to $300 CAD in total credit.
5. Offer period. This promotion is available until December 31, 2026. Bonus credit must be requested on or before December 31, 2026. Unused credit expires at the end of its validity period and has no cash value.
6. Eligible plans. Credit applies to Small, Medium, Large, and XLarge compute plans only, plans CI1-1, CI1-2, CI1-4, and CI1-8 (and their CA1 / CA2 equivalents), currently priced from $12/mo to $96/mo on-demand.
7. Plans not covered. Credit cannot be applied to plans CI1-16 / CA1-16 / CA2-16 or larger, private cloud services, professional services, or managed infrastructure services.
8. Other restrictions. No cash value. Non-transferable. Cannot be combined with other promotions or discounts. Standard rates apply after the credit is exhausted or expires.

Questions about this offer? Email info@zsoftly.ca.