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.

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.

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.com 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. Material changes to the Services that adversely affect your use will be communicated at least 30 days in advance where commercially practicable.

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

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

We may suspend your Account immediately and without notice if we have reasonable grounds to believe you are in violation of this Acceptable Use Policy. We will notify you of the reason and provide an opportunity to respond unless disclosure is prohibited by law or would endanger persons or systems.

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.

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.

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.

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.

You are responsible for the security of your Account credentials, API keys, and any applications you deploy on ZCP. You are responsible for configuring firewall rules, access policies, and encryption at the application layer for your workloads.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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 violation of any applicable law; or (d) your infringement of any third-party right.

15. 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.com. 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.

16. 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.

17. Modifications

We reserve the right to modify these Terms at any time. Material changes will be communicated by email to registered account holders 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.

18. 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.

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.com 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.

$300 Launch Credit, Promotional Terms

ZSoftly is offering $300 CAD in account credit to new customers who sign up between May 15 and July 14, 2026. The following terms apply.

1. Who qualifies. New ZCP accounts only. One credit per organization. Account must be created between May 15 and July 14, 2026.
2. Credit amount and validity. $300 CAD is applied to your account at sign-up and is valid for 60 days from the date your account is created. Unused credit expires after 60 days.
3. 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.
4. 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.
5. 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.com.