Terms of Service

Last Updated: 27-December-2024

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PLEASE READ CAREFULLY: This Customer Agreement (“Customer Agreement”) is between the customer ordering Services (“Customer”) and the applicable BREQWATR entity (“BREQWATR”) identified below:

 

• For Customers with a principal place of business in Canada, “BREQWATR” refers to BREQWATR Incorporated.

• For Customers with a principal place of business outside Canada, “BREQWATR” also refers to BREQWATR Incorporated.

 

Customer’s use of and access to Services is governed by this Customer Agreement, BREQWATR’s Acceptable Use Policy, and the terms of Customer’s Order (collectively, the “Agreement”).

This Agreement constitutes the complete and exclusive understanding between Customer and BREQWATR regarding the subject matter and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral.

 

BY CHOOSING TO SIGNUP TO BREQWATR YOU AGREE TO THE TERMS OF THIS AGREEMENT.

 

1. DEFINED TERMS.

1.1 “ACCEPTABLE USE POLICY” or “AUP” means BREQWATR’s Acceptable Use Policy, as amended by BREQWATR from time to time.

 

1.2 “BETA PERIOD” means the time before BREQWATR’s general release of services, during which access is provided through a BREQWATR website associated with the Services.

 

1.3 “BUSINESS DAY” means 8:00 a.m. to 5:00 p.m., Monday through Friday, Eastern Time, excluding federal public holidays in Canada.

 

1.4 “CONFIDENTIAL INFORMATION” means information, technology, or services disclosed by BREQWATR that Customer should reasonably understand as confidential, including unpublished prices, service terms, audit and security reports, product development plans, data center designs, and proprietary technology. It also includes information marked or designated as confidential.

 

1.5 “CONTENT” means any software, services, technology, data, or other material provided by Customer or its users (employees, contractors, customers, and end users) to BREQWATR under this Agreement. CONTENT includes data uploaded to the Services or created or modified using the Services.

 

1.6 “DOCUMENTATION” means any documentation made available by BREQWATR, including URLs, technical information, policies, and terms related to the Services.

 

1.7 “FEEDBACK” means all suggestions, comments, improvements, or feedback about the Services provided to BREQWATR.

 

1.8 “ORDER” means Customer’s request or configuration of Services made through a BREQWATR website or a written order (electronic or paper) provided by BREQWATR, describing the purchased Services and signed by Customer. “ORDER” does not include requests for Beta Services prior to receiving an official invitation from BREQWATR.

 

1.9 “PERSONALLY IDENTIFIABLE INFORMATION” or “PII” means any data that can identify or locate a natural person, either alone or combined with other information.

 

1.10 “PROGRAMMATIC INTERFACE” means any code, method, or process used to interact with the Services, including application programming interfaces (API), command-line interfaces (CLI), language bindings, or wrappers.

 

1.11 “SERVICES” means any services, websites, platforms, portals, DOCUMENTATION, and software associated with the BREQWATR Public Cloud and related platforms, including PROGRAMMATIC INTERFACES, Cloud Management Platforms, and any related code or capabilities provided to Customer through an ORDER.

 

1.12 “SERVICE LEVEL AGREEMENT” or “SLA” means the document describing performance commitments, service guarantees, and remedies available to Customer for specific SERVICES, as updated or amended by BREQWATR from time to time.

 

1.13 “BETA SERVICES” means any SERVICES made available to Customer on a trial or pre-release basis, including those provided during the BETA PERIOD, which may be incomplete, subject to change, or provided without warranties.

 

1.14 “APPLICABLE LAWS” means all national, provincial, state, local, or international laws, regulations, and judicial or governmental orders applicable to a party’s performance under this Agreement, including data protection laws and export control regulations.

 

1.15 “EXPORT ADMINISTRATION REGULATIONS” or “EAR” means the regulations set forth by the Canadian government, the U.S. Department of Commerce, or any other relevant authority, governing the export and re-export of goods, software, technology, or SERVICES.

 

2. ELIGIBILITY

 

2.1 Age.

Customer must be at least 18 years old or have the legal capacity to enter into this Agreement. If entering this Agreement on behalf of an employer, company, or other legal entity, Customer must have the authority to bind that entity to this Agreement.

 

If BREQWATR determines that Customer does not meet these criteria, BREQWATR reserves the right to automatically suspend the Customer’s account without prior notice.

 

2.2 Account Creation.

Customer must create an account to be eligible to receive the Services.

 

3. BREQWATR’S OBLIGATIONS.

 

3.1 Provision of Services.

BREQWATR agrees to provide the Services, contingent on acceptance of Customer’s Order and subject to this Agreement. BREQWATR may change, discontinue, add, modify, re-price, or remove features or functionality from the Services at any time.

 

For significant changes that materially affect the Services or pricing, BREQWATR will provide at least thirty 

(30) days’ notice to Customer. Continued use of the Services after the notice period constitutes acceptance of the changes.

 

3.2 Security.

BREQWATR will use commercially reasonable efforts to implement appropriate security measures to assist in securing Customer’s Content, without limiting the obligations set out in Sections 6 and 10.

 

3.3 Support.

Support will be provided as described in the applicable support documentation.

 

3.4 Future Availability.

For Services made available during any Beta Period, BREQWATR reserves the right to discontinue or modify the Services at any time. While BREQWATR intends to commercially release the Services, there is no obligation to do so, and BREQWATR may alter prices, features, specifications, release dates, and other aspects of the Services.

 

3.5 Service Levels.

Service Level Agreements (SLAs) applicable to the Services are detailed in a separate document, which is incorporated by reference into this Agreement.

 

4. PRIVACY.

 

4.1 Collection of PII.

Customer’s access to the Services through BREQWATR’s website is governed by the BREQWATR Online Privacy Statement, including the collection of any personally identifiable information (PII).

 

4.2 BREQWATR Access to Content.

While BREQWATR’s systems technically allow access to Content, direct access by BREQWATR is not intended. If access is required, BREQWATR will not disclose or use Content except with Customer’s consent or direction, in connection with performing Services under this Agreement, to respond to lawful requests from authorities, to comply with applicable laws, subpoenas, or court orders, to investigate or prevent security threats, fraud, or illegal activity, to enforce BREQWATR’s rights and protections, or with the prior informed consent of the data subject.

 

4.3 Data Controller.

Customer remains the data controller of all Content uploaded or provided through the Services, while BREQWATR acts solely as a data processor. BREQWATR does not own or control the Content. Customer is responsible for ensuring that the security and privacy protections offered by the Services comply with all applicable data protection laws governing the data included in the Content.

 

4.4 Cross-Border Data Transfers.

For Customers subject to Canadian data protection laws, BREQWATR’s infrastructure and data centres are located in Canada unless the content delivery network option is used. Obligations under this Agreement may be fulfilled by BREQWATR or its affiliates, subsidiaries, or authorized third parties worldwide.

 

5. USE OF AND ACCESS TO THE SERVICES.

 

5.1 Use and Access.

BREQWATR grants Customer a non-exclusive, non-transferable, non-sublicensable (except as required under Section 5.1(ii)), and revocable license to access and use the Services for the term of this Agreement. This license allows Customer to:

(i) use and access the Services for internal purposes, and

(ii) create, offer, and provide services (“Customer Offering”) for access and use by Customer’s customers and end users.

 

Customer may access the Services through BREQWATR’s online control panel, Programmatic Interfaces, or Cloud Management Panels. BREQWATR may modify the Services, control panel, or Programmatic Interfaces at any time or transition to new interfaces. This Agreement supersedes any license terms included with code in files named “COPYING,” “LICENSE,” or similar, except where governed by open-source licenses.

 

5.2 Resale of Services.

Customer may not resell the Services to its customers or end users except as permitted under Section 14 of this Agreement.

 

6. CUSTOMER OBLIGATIONS, REPRESENTATIONS, AND WARRANTIES.

 

6.1 Obligations.

Customer agrees to comply with all applicable laws, regulations, and this Agreement, including data privacy, copyright, and export control laws. Customer will pay all fees for the Services on time and use reasonable security measures to protect access to the Services, including safeguarding private keys and credentials. Customer must cooperate with BREQWATR’s investigations of outages, security issues, or suspected breaches and adhere to all license terms for software, content, or services used through BREQWATR or third parties.

 

Customer will provide accurate, current, and complete Account Information and keep it updated. Customer is responsible for the use of Services by all individuals to whom access is granted, including employees, Service Users, and third parties. Reasonable steps must be taken to prevent unauthorized access, and BREQWATR must be notified immediately of any suspected breaches or unauthorized use.

 

If Customer resells the Services, Customer must enter into agreements with its customers and end users that include the relevant terms of this Agreement and release BREQWATR from liability. Unless expressly authorized by BREQWATR, Customer must use the most current version of the Services.

 

Customer may not use the Services in environments where failure could result in death, serious injury, or physical or environmental damage, such as aircraft control, mass transportation, nuclear facilities, or Class III medical devices.

 

In the event of a dispute regarding applicable law or this Agreement, BREQWATR’s reasonable interpretation will control.

 

6.2 Representations and Warranties.

Customer represents and warrants that it has the authority to enter into this Agreement and that the Content provided does not infringe on any third-party intellectual property rights.

 

6.3 Confidentiality.

Customer agrees not to use or disclose BREQWATR’s Confidential Information except as necessary for the authorized use of the Services. Confidentiality obligations will remain in effect for five (5) years after the termination of this Agreement, except when the information was already in Customer’s possession, becomes publicly known, is received from a third party without confidentiality obligations, is disclosed by BREQWATR to a third party without obligations, is independently developed by Customer, or must be disclosed by law. If disclosure is required by law, Customer will notify BREQWATR in advance and seek protective measures.

 

7. FEES AND TAXES.

 

7.1 Fees.

Customer agrees to pay all fees charged by BREQWATR and comply with BREQWATR’s payment terms and procedures. If Customer disputes any invoiced amount, the dispute must be raised through BREQWATR’s support portal within thirty (30) days of the invoice date. Undisputed portions of the invoice must be paid on time.

 

7.2 Taxes.

Unless otherwise stated, BREQWATR’s fees exclude any local, provincial, federal, or foreign taxes, levies, duties, or similar assessments, including value-added, use, or withholding taxes (“Taxes”). Customer is responsible for all Taxes related to its use of the Services, excluding taxes on BREQWATR’s net income or property.

 

If BREQWATR is required by law to collect or pay Taxes for which Customer is responsible, BREQWATR will invoice Customer for the appropriate amount. Customer must pay the invoiced amount unless a valid tax exemption certificate is provided to BREQWATR.

 

8. TERM, SUSPENSION, AND TERMINATION.

 

8.1 Term.

This Agreement begins on the date BREQWATR accepts Customer’s Order and automatically renews monthly unless otherwise agreed or terminated per this Agreement.

 

8.2 Suspension.

BREQWATR may suspend Services without liability if the Services are used in violation of this Agreement, Customer does not cooperate with investigations of suspected violations, unauthorized third-party access to Services occurs, suspension is necessary to protect BREQWATR’s network or customers, payment is overdue by more than 30 days, continued use adversely impacts BREQWATR’s systems or services, use exposes BREQWATR or others to potential liability, or if suspension is required by law.

 

BREQWATR will provide at least seven (7) business days’ notice of suspension and an opportunity to cure, unless immediate suspension is necessary to mitigate risks. Fees may continue to accrue during suspension, and reinstatement may incur a fee.

 

8.3 Termination for Convenience.

Customer may terminate this Agreement at any time. Upon termination, Customer must pay all amounts due within 45 days. After the Beta Period, BREQWATR may terminate this Agreement with 30 days’ written notice.

 

8.4 Beta Period.

During the Beta Period, BREQWATR may terminate this Agreement at any time without notice.

 

8.5 Termination for Breach.

BREQWATR may terminate this Agreement if Customer provides materially inaccurate information regarding service use, Customer lacks the legal capacity to enter into this Agreement, payments are overdue by more than 30 days and remain unpaid after notice, Services are used in violation of this Agreement and not remedied within 30 days of notice, immediate termination is necessary to mitigate operational, security, or liability risks, suspension lasts for 30 days or more, or Customer fails to comply with any provision and does not cure within 30 days.

 

BREQWATR will provide notice of termination unless immediate action is required to protect BREQWATR or others. Customer may terminate for breach if BREQWATR fails to meet obligations and does not remedy within 30 days of written notice.

 

8.6 Access to Data.

Customer may not have access to stored Content during suspension. After termination, access to Content may continue for 14 days unless otherwise determined by BREQWATR or requested for deletion. BREQWATR is not liable for damages resulting from lack of access.

 

8.7 EFFECT OF TERMINATION.

Upon termination, Customer must stop using Services, relinquish IP addresses, server names, and materials provided by BREQWATR, and redirect DNS records. Customer must return or destroy any BREQWATR-provided materials or BREQWATR-supplied hardware upon request.

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8.8 Survival.

Provisions intended to survive termination will remain in effect.

 

9. UNAUTHORIZED ACCESS OR USE.

BREQWATR is not responsible for unauthorized access to Service User’s Content or unauthorized use of the Services or Customer Offering by any third party.

 

10. DISCLAIMERS. 

BREQWATR does not guarantee uninterrupted, error-free, or fully secure Services. Customer acknowledges the inherent risks of Internet connectivity, including potential loss of privacy, confidential information, Content, or property. BREQWATR’s security obligations are limited to those expressly stated in this Agreement.

 

To the extent permitted by law, BREQWATR disclaims all warranties not explicitly stated in this Agreement, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement. Customer is responsible for determining the suitability of the chosen Services. All Services are provided “AS IS.” Any voluntary activities performed by BREQWATR at Customer’s request and without additional charge are also provided “AS IS.”

 

11. INDEMNIFICATION.

Customer shall indemnify, defend, and hold harmless BREQWATR, its employees, agents, affiliates, subsidiaries, and suppliers (“BREQWATR Indemnitees”) from any third-party claims (“Third Party Claim”) arising from Customer’s gross negligence, willful misconduct, violation of law, failure to meet security obligations under this Agreement, misappropriation or infringement of third-party intellectual property, or breach of this Agreement.

 

Customer is responsible for all related costs, including reasonable attorney fees, and any resulting damages, fines, settlements, or losses (“Losses”), except where such Losses result from BREQWATR’s gross negligence, willful misconduct, or breach of this Agreement. This indemnity extends to claims arising from acts or omissions of Customer’s employees, individuals to whom Customer has provided access to the Services, Customer Offering, or Content, and unauthorized access resulting from Customer’s failure to implement reasonable security measures.

 

If Customer resells the Services or provides a Customer Offering, this obligation includes claims from Customer’s clients or end users related to the sale, license, or use of the Customer Offering, Services, or Content, as well as any loss or damage to end-user content.

 

If any Content is or is likely to be found infringing, Customer must, at its expense, obtain the necessary rights, replace or modify the infringing portion, or cease its use immediately.

In connection with any Third Party Claims pursuant to this Section 12, BREQWATR will (i) give Customer prompt written notice of such claim; and (ii) cooperate reasonably with Customer (at Customer’s expense) in providing information in connection with Customer’s payment of the defense of such claim and Losses arising out of such claim.

 

12 LIMITATION ON DAMAGES.

 

IN NO EVENT WILL BREQWATR’S TOTAL LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

 

TO THE FULLEST EXTENT PERMITTED BY LAW, BREQWATR WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, INCOME, REVENUE, GOODWILL, REPUTATION, OR SAVINGS, AND LOSS, UNAVAILABILITY, OR DAMAGE TO DATA OR SOFTWARE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO CLAIMS ARISING FROM:

 

(i) USE OR INABILITY TO USE THE SERVICES OR CUSTOMER OFFERING;

(ii) COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES;

(iii) UNAUTHORIZED ACCESS, ALTERATION, DELETION, DAMAGE, DESTRUCTION, OR LOSS OF CUSTOMER’S CONTENT, DATA, OR TRANSMISSIONS BY THIRD PARTIES; OR

(iv) ANY OTHER MATTER RELATING TO THE SERVICES, CUSTOMER OFFERING, OR THIS AGREEMENT.

 

13. THIRD PARTIES.

 

UNLESS OTHERWISE AGREED, BREQWATR WILL PROVIDE SUPPORT ONLY TO CUSTOMER AND NOT TO ANY OTHER PERSON AUTHORIZED BY CUSTOMER TO USE THE SERVICES. THERE ARE NO THIRD-PARTY BENEFICIARIES TO THIS AGREEMENT. THIRD PARTIES HAVE NO RIGHTS AGAINST BREQWATR OR CUSTOMER UNDER THIS AGREEMENT.

 

14. MISCELLANEOUS.

 

14.1 CHANGES TO THIS AGREEMENT.

BREQWATR may modify this Agreement at its sole discretion. Any modified Agreement will be posted or linked here or as provided in Section 14.3. Changes made during the term of this Agreement will take effect thirty (30) days after BREQWATR posts, links to, or provides notice of the modification. Customer’s continued use of the Services after this thirty-day period constitutes acceptance of the modified Agreement.

 

If BREQWATR lowers any fees, such fee reductions will take effect immediately upon being posted or as provided in Section 14.3.

 

14.2 ACQUIRED RIGHTS.

If Customer employees or contracted third parties providing equivalent services to those under this Agreement assert claims for the transfer of their employment to BREQWATR under any applicable employment standards or successor rights legislation, Customer shall use best efforts to prevent such transfers or claims.

 

Customer shall indemnify and hold BREQWATR harmless from all related costs, including legal fees, compensation payments, and employee claims. This includes, but is not limited to, wages, benefits, employment insurance contributions, pension plan contributions, severance, and any associated costs arising from employment or re-employment claims.

 

14.3 NOTICES.

Routine communications regarding the Services should be sent to BREQWATR’s support team via the Customer’s BREQWATR support page. For notices regarding termination for breach, indemnification, or other non-routine legal matters, Customer must send notice by email to support@breqwatr.com.

BREQWATR’s routine communications and legal notices will be sent to the contact(s) designated on the Customer’s account via email, mail, or courier. BREQWATR may also notify Customer of amendments or new versions of this Agreement by posting on the BREQWATR Cloud control panel.

 

Notices are deemed received at the time of delivery, or at the start of the next Business Day if received outside normal business hours. For notice periods, the day of receipt counts as the first day. All notices must be in English.

 

14.4 MAINTENANCE WINDOWS.

Customer acknowledges and agrees to a weekly scheduled maintenance window every Saturday from 3:00 AM to 6:00 AM EST. BREQWATR will provide at least seven (7) days’ notice for regularly scheduled maintenance and will make reasonable efforts to minimize downtime and disruption to Services during this period.

 

For unscheduled maintenance, BREQWATR will make reasonable efforts to coordinate with Customer to agree on a suitable time and minimize disruption to Services.

 

Customer further acknowledges that BREQWATR may perform emergency maintenance at any time, during which some or all Services may be unavailable. BREQWATR will make reasonable efforts to minimize downtime and restore Services as quickly as possible during emergency maintenance.

 

14.5 EXPORT LAWS.

BREQWATR reserves the right to locate infrastructure for providing Services in any country or location permitted by applicable laws and regulations. Data sent to or through the Services by Customer or any third party authorized by Customer may be subject to Canadian and other national export and import laws.

Customer and any authorized third party are responsible for compliance with all applicable laws and regulations, including the selection of appropriate service locations during signup and obtaining necessary export/import authorizations.

 

The Services may not be used for the development, design, manufacture, production, stockpiling, or use of nuclear, chemical, or biological weapons, weapons of mass destruction, or missiles, in countries listed in Country Groups D:4 and D:3, as set forth in Supplement No. 1 to Part 740 of Canada’s Export Administration Regulations.

 

Customer is responsible for all costs, expenses, or damages incurred by BREQWATR in connection with the transfer of Controlled Data by Customer or any authorized third party. For questions or compliance needs regarding export/import laws, Customer should contact support@breqwatr.com or their designated BREQWATR account manager.

 

14.6 ASSIGNMENT/SUBCONTRACTORS.

Customer may not assign rights or delegate obligations under this Agreement without BREQWATR’s prior written consent. This Agreement binds and benefits the permitted successors and assigns of both Customer and BREQWATR.

 

BREQWATR may engage affiliates, subsidiaries, or third-party service providers to perform any part of the Services.

 

14.7 FORCE MAJEURE.

Neither BREQWATR nor Customer will be liable for failure to perform obligations under this Agreement due to events beyond their reasonable control. Such events include, but are not limited to, significant power grid or Internet failures, natural disasters, war, riots, insurrection, epidemics, strikes, organized labor actions, terrorism, or other extraordinary events for which industry-standard precautions are not typically taken.

 

Notwithstanding the foregoing, Customer’s obligation to pay for Services is not excused during periods of force majeure unless the Services are entirely unavailable during such period. In such cases, payment obligations shall be suspended for the duration of the unavailability.

 

14.8 GOVERNING LAW AND VENUE.

This Agreement is governed by the laws of the Province of Ontario and the applicable laws of Canada. The United Nations Convention on the International Sale of Goods does not apply.

 

All disputes arising under this Agreement shall be exclusively heard in the courts of Toronto, Ontario, Canada. Prior to initiating litigation, the parties agree to attempt to resolve disputes through good-faith negotiation or mediation. If mediation fails, either party may proceed to litigation. 

 

BREQWATR reserves the right to select the specific court within this venue. Customer waives objections to this venue and agrees not to dispute personal jurisdiction.

 

No claims under this Agreement may be brought more than two years after the cause of action accrues.

 

14.9 AGREEMENT MECHANICS.

This Agreement may be incorporated into the Customer Order by reference to a page on the BREQWATR website. BREQWATR may reject any Order at its sole discretion. Provision of Services by BREQWATR constitutes acceptance of the Order.

 

In the event of a conflict, the governing order of documents is as follows: (1) this Agreement, (2) the Acceptable Use Policy (AUP), and (3) the Order.

 

If any part of this Agreement is found unenforceable by a court or tribunal, the remaining provisions will continue in effect. The parties agree that the court or tribunal may reform the unenforceable part, if possible, to align with the material economic intent of this Agreement.

 

Headings in this Agreement are for convenience only and do not form part of the Agreement. The term “including” shall mean “including without limitation.”

 

14.10 RELATIONSHIP OF THE PARTIES.

The parties are independent contractors and not business partners. Neither party is an agent of the other, nor does either party have the authority to bind the other to agreements with third parties.

 

14.11 NO WAIVER.

BREQWATR’s failure or delay in exercising any right under this Agreement does not constitute a waiver, forfeiture, or modification of that right. A waiver of any right must be in writing and does not apply to any other rights or future occasions.

 

14.12 SEVERABILITY.

If any provision of this Agreement is held invalid or unenforceable by a court or other competent authority, it will be construed, limited, or severed as necessary to eliminate the invalidity or unenforceability. The remainder of the Agreement will continue in full force and effect.