Terms of Service

This agreement was last revised on October 27th, 2026.

Preamble

Binding Agreement: These Terms of Service (“Terms”), together with each Order Form, constitute a binding agreement between Aterlo Networks Inc., a Canadian corporation with offices in Waterloo, Ontario (“Aterlo”), and the entity identified in the applicable Order Form (“Customer”). These Terms govern Customer’s access to and use of the Preseem Service (as defined below) and all related Services (as defined below) provided by Aterlo, and Customer’s purchase of Appliances (as defined below). By executing an Order Form that references these Terms, or by continuing to access or use the Services after the Effective Date of these Terms or the effective date of any modification of them notified to Customer in accordance with Section 17.1 or under any prior terms of service between the parties, Customer agrees to be bound by these Terms and each applicable Order Form. The “Effective Date” of these Terms with respect to Customer is the earlier of: (a) the date Customer executes an Order Form that references these Terms; and (b) 30 days after Aterlo notifies Customer of these Terms. These Terms replace any prior terms of service between the parties as of the Effective Date. The individual accepting these Terms on behalf of an organization represents and warrants that such individual has the authority to bind that organization. If the individual does not have such authority, or does not agree to these Terms, that individual must not accept these Terms and may not use the Services.

Order of Precedence: In the event of a conflict between the documents governing Customer’s use of the Services, the following order of precedence applies, with the first-listed document controlling over those listed below it:

1. 1. A separately negotiated written agreement between the parties, if any;
   2. The applicable Order Form;
   3. These Terms of Service; and
   4. The Privacy Policy.

1. Definitions

As used in these Terms, the following capitalized terms have the meanings set forth below:

a. “Account” means the account established by or on behalf of Customer for access to and use of the Services.

b. “AI Features” means artificial intelligence or machine learning-assisted features, tools, or outputs made available through the Services, including automated analysis, recommendations, automated actions, and the AI support assistant.

c. “Appliance” means a hardware device sold by Aterlo for use with the Services, including the InlineIQ and any third party hardware provided by Aterlo.

d. “Authorized Users” means individuals authorized by Customer to access and use the Services under Customer’s Account.

e. “Components” means software components made available by Aterlo for installation on Customer’s Environment, including agents, pollers, and inline software elements.

f. “Confidential Information” means information disclosed by either party that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, subject to the exclusions in Section 9.2.

g. “Content” means text, files, documents, reports, images, data, or other materials posted or transmitted through the Services.

h. “Customer Data” means all data, including Network Data and Content, that Customer or its Authorized Users provide to Aterlo through the Services.

i. “Customer’s Environment” means Customer’s network environment and systems, or a third-party network for which Customer is authorized to provide management services, on which Components or Appliances are deployed.

j. “Documentation” means Aterlo’s then-current user guides, technical specifications, and help materials for the Services, as made available by Aterlo on the Preseem website or within the Services.

k. “Feedback” means suggestions, ideas, or feedback about the Services provided by Customer to Aterlo.

l. “Metadata” means anonymized, aggregated, or de-identified data derived from Customer Data that does not identify Customer or any individual.

m. “Network Data” means: (i) data about Customer’s network (including traffic data) provided to Aterlo through use of the Services; (ii) data generated by or derived from Customer’s use of the Services or Components; and (iii) data generated from Aterlo’s authorized access to Customer’s network.

n. “Order Form” means the ordering document (also referred to as a “Proposal”) executed by Customer that specifies the Services, subscription tier, fees, and other commercial terms.

o. “Preseem Service” means Aterlo’s proprietary cloud-based network management and telemetry platform, including the Preseem-branded software and the Components.

p. “Services” means the Preseem Service, the website at www.preseem.com, APIs, integrations, AI Features, and any related services provided by Aterlo.

q. “Subscription Term” means the initial subscription period specified in the Order Form, together with any renewal periods.

r. “Third Party Services” means software, applications, or services provided by parties other than Aterlo that interoperate or integrate with the Services.

s. “Usage Credits” means credits that may be required to access certain AI Features, as specified in the Order Form.

2. The Services

2.1 Right to Use. Subject to Customer’s compliance with these Terms and timely payment of all applicable fees, Aterlo grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Subscription Term solely for Customer’s internal business purposes of managing networks and systems in Customer’s Environment. Customer may also use the Services to manage third-party networks for which Customer has been authorized to act, provided that Customer remains solely responsible for such relationships and Customer’s indemnification obligations under Section 13.2 apply to any claims arising from such third-party use.

2.2 Components. Components are licensed, not sold. The license to Components terminates automatically upon expiration or termination of the Subscription Term. Customer must uninstall and delete all Components promptly upon such expiration or termination. Aterlo may automatically update Components from time to time, and Customer consents to such automatic updates as a condition of use.

2.3 Access to Customer’s Environment. Use of the Services requires Customer to install Components and/or Appliances in Customer’s Environment. By deploying Components or Appliances, Customer authorizes Aterlo to inspect network traffic and extract data from Customer’s Environment for the purpose of providing the Services. Customer further authorizes Aterlo, through the Services (including AI Features), to take actions within Customer’s Environment and connected Third Party Services as configured by Customer, such as creating tickets, running speed tests, and rebooting devices. Customer controls the permission and approval settings for such actions. Any action approved by an Authorized User, or performed under an automation enabled by Customer, is deemed an action of Customer, and Customer is solely responsible for its results. Customer represents and warrants that it holds all necessary rights and authorizations to grant such access.

2.4 Account Security. Customer is responsible for maintaining the confidentiality of all Account credentials, restricting access to its Account, and promptly notifying Aterlo of any unauthorized access or use. Customer represents and warrants that all information provided during Account registration is accurate and current, and that Customer will maintain the accuracy of such information. Customer is liable for all activity occurring under its Account.

2.5 Free Trials. If the Order Form includes a free trial period, the Services are provided “AS IS” during the trial without warranties or indemnification obligations of any kind. Aterlo may terminate a free trial at any time in its sole discretion. If Customer does not purchase a paid subscription before the trial period expires, Aterlo may delete all Customer Data associated with the trial Account without further notice.

2.6 Beta Features. Aterlo may, at its discretion, make beta, pre-release, experimental, or “labs” features (however designated) available to Customer. All such features are provided “AS IS” without warranty of any kind and may be modified, suspended, or discontinued at any time without liability to Customer.

2.7 Support. If Customer requires assistance with its Account or the Services, Customer should first consult the support resources available on the Preseem website or within the Services. In certain instances, Aterlo may provide support through remote access tools that allow Aterlo personnel to access Customer’s Environment. If Customer does not wish to grant such access, Customer should decline remote access support, and Aterlo will provide assistance through other available means. Although Aterlo will use commercially reasonable efforts to resolve issues reported by Customer, Aterlo makes no guarantees regarding the availability or effectiveness of any solution, and the warranty disclaimer in Section 12.4 applies to all support provided. In the event of any conflict between these Terms and information provided by Aterlo’s support personnel, these Terms will control.

2.8 Changes to Services. Aterlo continuously updates and improves the Services. Aterlo reserves the right, in its sole discretion, to modify, update, suspend, or discontinue the Services (or any part thereof), including by adding or removing features or functionality or changing the AI models or third party AI model providers used in the AI Features, at any time with or without notice. Aterlo may also make unscheduled deployments of changes, updates, or enhancements to the Services at any time. Aterlo will not be liable to Customer for any modification, suspension, or discontinuation of the Services, except that if Aterlo discontinues a material feature of the Services during a committed Subscription Term and does not provide a substantially equivalent replacement, Customer may terminate the affected Order Form upon written notice and receive a pro-rata refund of prepaid fees for the unused portion of the Subscription Term. A change to the AI models or third party AI model providers used in the AI Features is not a discontinuation of a material feature.

2.9 Content Disclaimer. Aterlo does not guarantee the accuracy, completeness, or quality of any Content available through the Services, including any output generated by AI Features. Aterlo assumes no obligation to monitor Content for appropriateness or accuracy. Aterlo will not be liable to Customer or any third party for the use, misuse, or reliance on any Content made available through the Services.

3. AI Features

3.1 Description. The Services may include AI Features that analyze Customer Data collected through the Preseem Service and provide insights, recommendations, and automated actions. AI Features use analytical tools to process Customer Data and may employ large language models or other AI technologies to reason about the data and generate outputs.

3.2 AI Disclaimers. AI Features may provide insights and recommendations and, where enabled by Customer, take actions as described in Section 2.3. AI-generated outputs and actions may contain errors or inaccuracies. Customer is solely responsible for evaluating, validating, and deciding whether to act on any AI-generated output, and for configuring, approving, and monitoring any actions taken by AI Features. Aterlo does not warrant the accuracy, completeness, or reliability of any AI-generated output or action. Customer should not rely on AI Features as a substitute for professional judgment or independent analysis. AI Features rely on third party AI model providers, and Aterlo does not guarantee the availability or continued performance of any such provider or model.

3.3 Data Use for AI. Aterlo may use Metadata to improve its AI models and Services without additional consent. Aterlo may also use Customer Data to train, improve, and enhance its AI models and Services, provided that such use does not result in the disclosure of identifiable Customer Data to other customers. Customer may opt out of the use of Customer Data to train or fine-tune AI models by notifying Aterlo in writing, including by email to privacy@aterlo.com, in which case Aterlo will cease using Customer Data for AI model training within 30 days following receipt of such notice. Termination or an opt-out does not require Aterlo to delete, retrain, or otherwise modify AI models, evaluation datasets, or improvements to the Services created before the effective date of termination or opt-out.

3.4 Ownership of AI Outputs. As between the parties, Customer owns any output generated by AI Features that is specific to Customer Data and Customer’s Environment, subject to Section 10.1 and Aterlo’s underlying intellectual property rights in the Services, AI models, and algorithms. Due to the nature of AI technology, outputs may not be unique to Customer, and the AI Features may generate the same or similar outputs for other customers. Nothing in this Section grants Customer any exclusivity in AI-generated outputs.

3.5 Usage Credits. Access to certain AI Features may require Usage Credits as specified in the Order Form. Usage Credits are non-transferable and expire as set forth in the Order Form or the Documentation. Aterlo is not obligated to provide refunds for unused or expired Usage Credits.

4. Appliances

4.1 Sale and Delivery of Appliances. Aterlo sells (does not lease) Appliances to Customer. Aterlo will ship Appliances, directly or through its manufacturer or another third party supplier, to the delivery address in the Order Form. Unless the Order Form states otherwise, Appliances are delivered DAP (Incoterms 2020) at that address, and in the event of any conflict between Incoterms 2020 and this Section 4.1, this Section 4.1 controls. Delivery dates are estimates only. Title to and risk of loss of each Appliance pass to Customer upon delivery to that address. Customer is responsible for paying all import duties, taxes, and brokerage or customs clearance charges assessed on delivery. If Customer refuses delivery, fails to pay such charges, or is otherwise unavailable to accept delivery, title to and risk of loss of the Appliance pass to Customer upon the carrier’s first attempted delivery, and Customer will reimburse Aterlo for all resulting return, storage, and redelivery costs. If an Appliance is lost or damaged in transit, Customer must notify Aterlo in writing within five business days after delivery or, for a lost shipment, after the estimated delivery date. Aterlo will then, at its option, repair or replace the Appliance or refund its price. This is Customer’s sole and exclusive remedy for loss of or damage to Appliances in transit.

4.2 Limited Warranty. Aterlo warrants that each Appliance will be free from material defects in materials and workmanship for a period of one year from the date of delivery to Customer (the “Appliance Warranty Period”). During the Appliance Warranty Period, Aterlo will, at its option, repair or replace any defective Appliance at no charge to Customer. This warranty does not cover damage caused by misuse, unauthorized modification, accident, neglect, or use outside the Appliance’s specifications.

4.3 Money-Back Guarantee. Customer may return any Appliance within 30 days of delivery for a full refund, provided the Appliance is returned in its original condition. Customer is responsible for return shipping costs. 

4.4 Appliance Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 4.2, APPLIANCES ARE PROVIDED “AS IS.” ATERLO DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO APPLIANCES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

5. Fees and Payment

5.1 Fees. Customer will pay all fees specified in the Order Form. Fees are based on the subscription tier, number of active subscriber connections, and any add-on features selected by Customer. The Order Form sets forth the applicable pricing, minimum monthly fees, and payment terms. Unless otherwise specified in the Order Form, all fees are stated and payable in Canadian currency if Customer is located in Canada, and in U.S. currency if Customer is located outside of Canada. 

5.2 Payment Terms. Payment terms are as specified in the Order Form. If no payment terms are specified: (a) subscription fees and fees for Usage Credits are payable in advance; (b) other usage-based fees and overages are payable in arrears; and (c) invoices are due within 30 days of the invoice date. Customer authorizes Aterlo to charge the payment method on file for all fees due.

5.3 Late Payment. Overdue amounts accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law. Customer is responsible for reasonable collection costs, including legal fees.

5.4 Taxes. All fees are exclusive of taxes. Customer is responsible for all applicable taxes, duties, and levies, excluding taxes based on Aterlo’s net income. If Customer is required by law to withhold taxes from any payment, the payment amount will be increased so that Aterlo receives the full invoiced amount after withholding.

5.5 No Refunds. Except as expressly provided in these Terms (including the Appliance money-back guarantee in Section 4.3 and the service warranty remedy in Section 12.3), all fees paid are non-refundable and payment obligations are non-cancellable.

6. Customer Data, Metadata, and Security

6.1 Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Aterlo acquires only the rights to Customer Data expressly granted in these Terms.

6.2 License to Customer Data. Customer grants Aterlo a non-exclusive, worldwide, sublicensable license to use, process, store, and transmit Customer Data solely for the purposes of: (a) providing and maintaining the Services; (b) providing support; (c) generating Metadata; and (d) as otherwise permitted under these Terms, including Section 3.3 (Data Use for AI).

6.3 Metadata. Aterlo may create Metadata from Customer Data. Aterlo owns all right, title, and interest in Metadata and may use Metadata for any lawful purpose, including improving the Services, benchmarking, and creating industry analyses, provided that Metadata does not identify Customer or any individual.

6.4 Data Retention. Any metric retention period specified in the Order Form describes the period during which historical metrics are available to Customer through the Services under the applicable subscription tier, and does not limit Aterlo’s retention of Customer Data. Aterlo may retain Customer Data during and after the Subscription Term for as long as reasonably necessary for the purposes permitted under these Terms, including Sections 3.3 and 6.2, or as required by applicable law, and Section 6.5 and Section 9 will continue to apply to any Customer Data so retained. Aterlo will not retain personal information contained in Customer Data longer than necessary to fulfil those purposes, or as permitted by applicable privacy laws. During the Subscription Term, Customer may export Customer Data using the export functionality, if any, made available in the Services. Aterlo has no obligation to provide any other export of Customer Data, including upon or after termination or expiration. 

6.5 Data Security. Aterlo maintains commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against accidental loss or alteration, unauthorized disclosure or access, or unlawful destruction. Aterlo may update its safeguards from time to time, provided that such updates do not materially reduce the overall protection of Customer Data. Aterlo will notify Customer without undue delay after confirming any breach of security safeguards involving personal information in Customer Data in Aterlo’s possession or control. Customer acknowledges that use of or connection to the Internet involves inherent risks and that no safeguards can fully prevent unauthorized third parties from circumventing them. Accordingly, Aterlo is not liable for any unauthorized access to, or disclosure or use of, Customer Data except to the extent caused by Aterlo’s failure to comply with this Section 6.5. 

6.6 Data Hosting. Customer Data is hosted and processed using reputable third party service providers, including cloud infrastructure providers and AI model providers. Customer Data may be stored and processed in the United States, Canada, or other jurisdictions. Customer consents to the transfer and processing of Customer Data outside of Customer’s jurisdiction. Subject to Section 17.8, Aterlo remains responsible for personal information contained in Customer Data that it transfers to third party service providers for processing and will use contractual or other means to provide a comparable level of protection while such personal information is processed by them, including when it is processed outside of Canada.

7. Privacy

7.1 Privacy Policy. Aterlo’s Privacy Policy (the “Privacy Policy”) describes how Aterlo collects, uses, stores, and discloses personal information in connection with the Services. The Privacy Policy is incorporated into these Terms by reference. Customer acknowledges that it has reviewed the Privacy Policy and agrees to its terms.

7.2 Updates to Privacy Policy. Aterlo may update the Privacy Policy from time to time. Updates to the Privacy Policy are effective when posted and Customer’s continued use of the Services following the posting of an updated Privacy Policy constitutes acceptance of the updated Privacy Policy.

7.3 Customer Obligations. To the extent Customer Data includes personal information of Customer’s end users or other individuals, Customer is responsible for providing all required notices to, and obtaining all required consents from, such individuals in accordance with applicable privacy and data protection laws, including for the processing described in Sections 3.3 and 6.6 hereof. Customer shall not provide personal information to Aterlo except as necessary for the provision of the Services and in compliance with applicable law. If Aterlo is required by applicable law to notify any of Customer’s end users or other individuals of a breach of security safeguards involving their personal information, Customer will, at Aterlo’s request and to the extent permitted by law, promptly (a) deliver to the affected individuals the notice Aterlo provides, without material change, or (b) provide Aterlo with the contact information it needs to notify them directly.

7.4 Processing on Customer’s Behalf. To the extent Aterlo processes personal information contained in Customer Data on Customer’s behalf, Aterlo will: (a) at Customer’s request and reasonable expense, provide reasonable assistance to enable Customer to respond to requests from individuals to access or correct their personal information, to the extent Customer cannot do so through the Services; (b) following any notice under Section 6.5, provide Customer with information reasonably available to Aterlo that Customer reasonably requires to assess the breach and to meet its notification and record-keeping obligations under applicable privacy laws; and (c) no more than once in any 12-month period, upon Customer’s written request, complete a reasonable security and privacy questionnaire or provide a summary of Aterlo’s safeguards, which Customer will treat as Aterlo’s Confidential Information, except that Customer may disclose such materials to a governmental or regulatory authority to the extent reasonably necessary to support Customer’s regulatory filings or compliance obligations, provided that Customer discloses only the portions reasonably required and requests confidential treatment where available.

8. Intellectual Property

8.1 Aterlo IP. All intellectual property rights in and to the Services, Components, Appliances (excluding hardware ownership after title transfer pursuant to Section 4.1), AI models, algorithms, Metadata, and Aterlo’s Confidential Information are and remain the exclusive property of Aterlo or its licensors. Customer acquires no rights except the limited use rights expressly granted in these Terms. Customer will take reasonable steps to protect the Services and Components from unauthorized disclosure or use.

8.2 Feedback. If Customer provides Feedback, Customer grants Aterlo a non-exclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide license to use and incorporate such Feedback into the Services without restriction or obligation to Customer.

8.3 Customer Marks. Aterlo may include Customer’s name and logo in customer lists, on the Aterlo website, and in promotional materials. Customer may withdraw this permission at any time by written notice to Aterlo in accordance with Section 17.2.

9. Confidentiality

9.1 Obligations. Each party will: (a) hold the other party’s Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to third parties except to employees, contractors, advisors, and service providers (including third party hosting, AI model, and monitoring providers) who have a need to know and are bound by confidentiality obligations at least as protective as those in these Terms (or, for hosting, AI model, and monitoring providers, confidentiality and data protection terms customary for such providers); and (c) use Confidential Information only for purposes related to these Terms.

9.2 Exclusions. The obligations in Section 9.1 do not apply to information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party’s Confidential Information; or (d) is received from a third party without restriction on disclosure.

9.3 Required Disclosures. A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the receiving party gives reasonable prior notice to the disclosing party (where legally permitted) so that the disclosing party may seek protective measures.

10. Acceptable Use and Third Party Services

10.1 Acceptable Use. Customer will not, and will not permit any third party to:

a) sell, reproduce, modify, reverse engineer, disassemble, or decompile the Services or Components;

b) sublicense, resell, rent, or lease the Services;

c) remove or alter any proprietary notices, labels, or markings on the Services or Components;

d) use or access the Services, or any outputs of the AI Features, to build, sell, or support a competitive product or service, to train or fine-tune any AI model that is made available to, or used to provide a product or service to, third parties, or for competitive analysis or benchmarking;

e) circumvent or disable any security features or access controls of the Services;

f) use the Services in violation of applicable law;

g) use the Services to transmit malicious code, viruses, or other harmful materials;

h) interfere with the Services or disrupt other users’ access to the Services;

i) exceed usage limits, quotas, or other restrictions specified in the Order Form or the Documentation; or

j) use the Services in any manner not expressly permitted by these Terms.

10.2 Third Party Services. The Services may integrate with or interoperate with Third Party Services. Customer’s use of any Third Party Services is governed solely by the applicable third party terms and conditions, except that the Privacy Policy governs Aterlo’s collection, use and disclosure of personal information through any integration with Third Party Services. Aterlo makes no warranties or representations regarding Third Party Services and is not responsible for any acts, omissions, or failures of Third Party Services. If a Third Party Service ceases to be available or materially changes its terms, Aterlo may discontinue the corresponding integration without liability to Customer.

11 Term and Termination

11.1 Subscription Term. The Subscription Term begins on the date specified in the Order Form and continues for the period set forth therein. If an Order Form does not specify a subscription period, the Subscription Term is the billing period under that Order Form or, if none, one month. Unless the Order Form provides otherwise, the Subscription Term automatically renews for successive periods of the same length unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term. These Terms remain in effect for so long as any Order Form remains in effect and expire automatically when no Order Form remains in effect.

11.2 Termination for Cause. Either party may terminate any or all Order Forms upon written notice if: (a) the other party materially breaches these Terms or the applicable Order Form and fails to cure within 30 days of receiving written notice of the breach; or (b) the other party becomes insolvent, files for bankruptcy, or ceases operations.

11.3 Termination for Convenience. Either party may terminate any Order Form for convenience, effective only as of the end of the then-current Subscription Term, by providing written notice at least 30 days prior to the end of such Subscription Term. The Subscription Term will remain in full force and effect, and all applicable fees will remain due and payable, through the end of the then-current Subscription Term. Except as otherwise expressly provided in these Terms, any prepaid fees will be applied through the end of such Subscription Term and are non-refundable.

11.4 Suspension. Aterlo may suspend Customer’s access to the Services immediately if: (a) Customer’s Account is overdue by more than 15 days; (b) Customer’s use of the Services poses a security or operational risk to the Services or other customers, including by transmitting data that degrades the performance of the Services; or (c) suspension is required by applicable law.

11.5 Effect of Termination. Upon termination or expiration of an Order Form: (a) all rights granted to Customer under these Terms with respect to the affected Services terminate; (b) Customer must uninstall and delete all affected Components from Customer’s Environment; (c) Customer must pay all fees accrued through the termination date; and (d) Customer’s access to the applicable Customer Data through the Services ends, and Aterlo may retain or delete such Customer Data in accordance with Section 6.4.

11.6 Survival. The following Sections survive any termination or expiration of an Order Form or these Terms: 1 (Definitions), 3.2 (AI Disclaimers), 3.3 (Data Use for AI), 3.4 (Ownership of AI Outputs), 2.9 (Content Disclaimer), 3.5 (Usage Credits), 4 (Appliances), 5 (Fees and Payment), 6 (Customer Data, Metadata, and Security), 7.3 (Customer Obligations), 8 (Intellectual Property), 9 (Confidentiality), 10.1 (Acceptable Use), 10.2 (Third Party Services), 11.5 (Effect of Termination), 12 (Warranties and Disclaimers), 13 (Indemnification), 14 (Limitation of Liability), 15 (Governing Law and Dispute Resolution), 16 (Export Controls), and 17 (General Provisions). 

12. Warranties and Disclaimers

12.1 Mutual Warranties. Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms and each Order Form; and (b) it will comply with all applicable laws in its performance under these Terms and each Order Form.

12.2 Customer Warranty. Customer represents and warrants that: (a) Customer owns or has all necessary rights in Customer Data (including Content provided by Customer or its Authorized Users) to grant the licenses set forth in these Terms; (b) Customer Data (including Content provided by Customer or its Authorized Users) does not infringe or misappropriate any third party’s intellectual property, privacy, or other rights; and (c) no fees or payments are due to any third party as a result of Aterlo’s use of Customer Data (including Content provided by Customer or its Authorized Users) as permitted under these Terms.

12.3 Aterlo Service Warranty. Aterlo warrants that during the Subscription Term, the Preseem Service will perform materially in accordance with the Documentation. Customer’s sole and exclusive remedy for breach of this warranty is for Aterlo to use commercially reasonable efforts to correct the non-conformity. If Aterlo is unable to correct the non-conformity within 30 days of receiving written notice from Customer, Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid fees for the unused portion of the Subscription Term.

12.4 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 4.2, 12.1 AND 12.3, THE SERVICES, COMPONENTS, AI FEATURES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ATERLO DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ATERLO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ATERLO OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

13. Indemnification

13.1 Aterlo Indemnification. Subject to Section 14.3, Aterlo will defend, indemnify, and hold harmless Customer and its directors, officers, and employees from any third party claim that the Preseem Service (excluding Third Party Services, Customer Data, and Customer’s modifications) infringes a third party’s intellectual property rights, and will pay resulting damages and settlement amounts. Aterlo has no obligation under this Section 13.1 for any claim to the extent arising from: (i) the combination of the Preseem Service with any product, service, data, or process not supplied by Aterlo; (ii) use of the Preseem Service other than in accordance with the Documentation or these Terms; (iii) continued use after Aterlo has made available a non-infringing modification or replacement; or (iv) any output generated by AI Features. If the Preseem Service becomes, or in Aterlo’s opinion is likely to become, subject to an infringement claim, Aterlo may at its option: (a) procure the right for Customer to continue using the Preseem Service; (b) modify the Preseem Service to make it non-infringing; or (c) terminate the affected Order Form and refund prepaid fees for the unused portion of the Subscription Term. This Section 13.1 states Aterlo’s sole liability, and Customer’s sole and exclusive remedy, for any claim of infringement. 

13.2 Customer Indemnification. Customer will defend, indemnify, and hold harmless Aterlo and its directors, officers, and employees from any third party claim arising out of: (a) Customer’s use of the Services in violation of these Terms; (b) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates the rights of any third party; (c) Customer’s breach of its representations or warranties; or (d) Customer’s provision of network management services to third parties using the Services, including any acts or omissions of such third parties in connection with Customer’s use of the Services.

13.3 Indemnification Procedure. The indemnified party must: (a) promptly notify the indemnifying party in writing; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate with its own counsel at its own expense.

14. Limitation of Liability

14.1 Exclusion of Indirect Damages. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ORDER FORM, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Liability Cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND ALL ORDER FORMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO ATERLO IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 Exceptions. THE LIMITATIONS IN SECTIONS 14.1 AND 14.2 DO NOT APPLY TO: (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, EXCEPT THAT ATERLO’S TOTAL AGGREGATE LIABILITY UNDER SECTION 13.1 WILL NOT EXCEED THREE TIMES THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO ATERLO IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, INCLUSIVE OF DEFENCE COSTS AND THE LIMIT IN SECTION 14.2; (B) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, EXCLUDING ANY CLAIM ARISING FROM A BREACH OF SECTION 6.5 OR OTHERWISE FROM UNAUTHORIZED ACCESS TO, OR DISCLOSURE OR USE OF, CUSTOMER DATA BY A THIRD PARTY, WHICH REMAINS SUBJECT TO SECTIONS 14.1 AND 14.2; (C) CUSTOMER’S PAYMENT OBLIGATIONS; OR (D) LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 

15. Governing Law and Dispute Resolution

15.1 Governing Law and Venue. These Terms and each Order Form are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or any Order Form. The parties hereby expressly and irrevocably attorn to the exclusive jurisdiction of the courts in the Province of Ontario.

15.2 Dispute Resolution. Any dispute arising out of or relating to these Terms or any Order Form that cannot be resolved by good-faith negotiation within 30 days may be submitted to the courts specified in Section 15.1. Notwithstanding the foregoing or Section 15.1, either party may seek injunctive or equitable relief in any court of competent jurisdiction. To the extent permitted by applicable law, each party waives any right to a jury trial in connection with any dispute arising out of or relating to these Terms or any Order Form. 

15.3 Government Use. If Customer is a U.S. government entity, the Services are “commercial products” and “commercial computer software” as defined at 48 C.F.R. 2.101, and are provided only with the rights set forth in these Terms, consistent with 48 C.F.R. 12.212 and, for Department of Defense users, 48 C.F.R. 227.7202.

16. Export Controls

Components and other software available in connection with the Services (the “Software”) may be subject to Canadian and United States import and/or export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of Canadian or U.S. export laws. Downloading or using the Software is at Customer’s sole risk and subject to compliance with all applicable laws.

17. General Provisions

17.1 Modifications to Terms. Aterlo may modify these Terms from time to time. Aterlo will provide at least 30 days’ prior notice of material changes by email to the address associated with Customer’s Account or through the Services. Non-material changes take effect when posted. Continued use of the Services after the effective date of any modification constitutes acceptance. If Customer does not agree to a material modification, Customer may terminate any affected Order Form by providing notice within 30 days of receiving notice of the change and will receive a pro-rata refund of prepaid fees for the unused portion of the Subscription Term.

17.2 Notices. Except as otherwise expressly provided in these Terms (including Sections 3.3 and 17.1), all legal notices must be sent: (a) to Aterlo at Aterlo Networks Inc., 295 Hagey Boulevard, 1st Floor, West Entrance, Waterloo, ON N2L 6R5, or by email to legal@aterlo.com, or to such other address as Aterlo may designate; and (b) to Customer at the address or email associated with Customer’s Account. Notices are deemed received when delivered personally, one business day after sending by overnight courier, three business days after mailing by registered mail, or upon transmission by email (excluding bounce-back).

17.3 Headings. The headings in these Terms are for convenience only and do not affect the interpretation of any provision.

17.4 Entire Agreement. These Terms, together with each Order Form, the Privacy Policy, and any separately negotiated written agreement between the parties, constitute the entire agreement regarding the subject matter hereof and supersede all prior or contemporaneous agreements, representations, and understandings.

17.5 Severability. If any provision of these Terms or any Order Form is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

17.6 Waiver. Failure to enforce any right under these Terms or any Order Form is not a waiver of that right.

17.7 Assignment. Customer may not assign or transfer these Terms or any Order Form, whether by operation of law, merger, change of control, or otherwise, without Aterlo’s prior written consent. Aterlo may assign these Terms and any Order Form to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this Section is void. These Terms and each Order Form bind and inure to the benefit of the parties’ permitted successors and assigns.

17.8 Subcontracting. Aterlo may use subcontractors and third party service providers in the performance of its obligations under these Terms, provided that Aterlo remains responsible for its obligations hereunder, except that Aterlo is not liable for the acts or omissions of third party cloud hosting, AI model, or monitoring providers to the extent beyond Aterlo’s reasonable control.

17.9 Force Majeure. Neither party will be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, or failures of third party telecommunications, power, cloud hosting, or AI model providers. This Section does not excuse Customer’s payment obligations.

17.10 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship.

17.11 Compliance with Laws. Each party will comply with all applicable laws in connection with its performance under these Terms. Aterlo reserves the right to cooperate with law enforcement and comply with legal process.

17.12 No Third-Party Beneficiaries. These Terms and each Order Form are for the sole benefit of the parties and their permitted successors and assigns. Nothing in these Terms or any Order Form, whether express or implied, confers any rights or remedies on any person or entity other than the parties.

17.13 Counterparts and Electronic Execution and Delivery. Order Forms may be signed electronically, including through DocuSign and similar applications or platforms. Each Order Form may be signed in any number of counterparts (including counterparts by scanned or electronic signature) and each counterpart will be deemed an original; taken together, all counterparts will be deemed to constitute one and the same instrument. Delivery of a printed counterpart (whether or not the counterpart was signed electronically) or electronic delivery (including by email transmission or transmission over an electronic signature platform) of an executed counterpart of each Order Form are each as valid, enforceable and binding as if the signatures were upon the same instrument and delivered in person.

Aterlo Networks Inc. reserves the right to modify the terms and conditions and privacy policy. But don’t worry, we’ll let you know when we do.

The most current version of these agreements will supersede all previous versions.

View the archived Terms and Conditions here.