Terms of Service.

These terms govern your use of Breqwatr Public Cloud.

By creating an account or using the Services, you agree to these terms.

1. The agreement

This agreement is between you (“Customer”) and Breqwatr Incorporated (“Breqwatr”). “Services” means Breqwatr Public Cloud and the websites, control panels, APIs, and documentation that go with it. “Content” means everything you or your users put into the Services, or create using them.

Your use of the Services is governed by this agreement and by Breqwatr’s Acceptable Use Policy, published at www.breqwatr.com/acceptable-use-policy/. Together they are the complete agreement between us and replace anything discussed beforehand. If this agreement and the Acceptable Use Policy conflict, this agreement controls.

If a signed agreement between us covers the same subject, that agreement controls.

2. Your account

You must be at least 18 and have the authority to enter this agreement, including on behalf of any company you are signing up for. You need an account to use the Services.

Keep your account information accurate. Protect your credentials and private keys. You are responsible for everything done through your account, including by your employees, users, and customers, and you must tell Breqwatr promptly if you suspect unauthorized access.

3. The Services

Breqwatr may add, change, or remove features at any time. For changes that materially affect the Services or pricing, Breqwatr will give at least 30 days’ notice, and continued use after that period means you accept them.

Despite the above, Breqwatr will not raise the price of a Service more than once in any 12-month period, and no increase will exceed the greater of 5% or the change in the Consumer Price Index (all-items, Canada) published by Statistics Canada over the preceding 12 months. This does not apply to Services you order later.

Service levels. Breqwatr commits to 99.9% monthly availability for each Resource. “Resource” means an individually billable item, such as a single virtual machine instance, block storage volume, or floating IP.

Availability for a Resource in a calendar month is the total minutes in the month less the minutes of unavailability, divided by the total minutes in the month. A Resource is unavailable when, because of a failure of Breqwatr’s infrastructure, it has lost network connectivity on all of its assigned addresses, or has lost read and write access to its root or attached storage. Availability is measured from Breqwatr’s own monitoring.

Where a Resource falls below 99.9% in a month, Breqwatr credits the fees for that Resource for that month:

Monthly availability of the Resource	Credit
99.0% or above, below 99.9%	10%
95.0% or above, below 99.0%	25%
Below 95.0%	100%

Credits apply only to the affected Resource, never to the account as a whole, and are applied against future invoices. They are not redeemable for cash, do not survive termination, and are your sole and exclusive remedy for unavailability.

Where your account is in good standing, Breqwatr applies credits without you having to ask, once it has identified the affected Resources. Where your account has overdue amounts or is under suspension, credits are not applied automatically. Raise a support ticket by the end of the billing cycle following the one in which the event occurred, or within 30 days of bringing the account current, whichever is later.

Unavailability does not count toward these figures where it results from planned maintenance notified in advance on the status page; time-critical security patching that cannot wait for the next planned window, where the interruption does not exceed 10 minutes; suspension of the Services under section 6; your own software, operating system, or configuration; an attack directed at your Resources; or anything beyond Breqwatr’s reasonable control under the force majeure provision in section 11.

A Service Level Agreement signed by both of us may provide otherwise.

Support. Raise support requests through the support portal.

Maintenance. Breqwatr performs maintenance as required and publishes planned and unplanned maintenance to its status page at status.breqwatr.cloud. Where maintenance is planned and likely to interrupt the Services, Breqwatr will give reasonable advance notice there.

4. Acceptable use

You must comply with the Acceptable Use Policy and with all laws that apply to your use of the Services, including privacy, copyright, and export laws.

You may not use the Services where failure could cause death, serious injury, or environmental damage, including aircraft navigation or communication, air traffic control, mass transportation, nuclear facilities, life support, or the operation or control of Class III or Class IV medical devices under Canada’s Medical Devices Regulations.

5. Fees and payment

Breqwatr invoices you for the Services and charges the payment method you have on file. Invoices are payable on receipt. Keep a valid payment method on file.

Fees exclude taxes, and you are responsible for any tax on your use of the Services other than tax on Breqwatr’s income.

If a charge does not go through, the amount is overdue from that date. Breqwatr will retry the charge and will keep notifying you until it is resolved.

Overdue amounts may accrue simple interest at 1.5% per month, equivalent to 18% per annum, or the maximum rate permitted by law if lower, from the due date until paid. You are responsible for reasonable costs of collecting overdue amounts.

If you think an invoice is wrong, raise it through the support portal within 30 days of the invoice date and Breqwatr will look into it. An amount you have raised this way is treated as disputed under section 6 until Breqwatr resolves it. Do not raise a dispute with your card issuer before contacting Breqwatr. A chargeback raised without coming to us first is a breach of this agreement.

6. Suspension and termination

This agreement starts when you create an account and continues until terminated. Services you order renew monthly until terminated.

Breqwatr may suspend the Services, in whole or in part, if you breach this agreement or the Acceptable Use Policy, undisputed fees are more than 30 days overdue, there is unauthorized access to your account, suspension is needed to protect Breqwatr’s network or other customers, or suspension is required by law. Breqwatr will give at least 7 days’ notice and a chance to fix the problem, unless immediate suspension is needed to contain a security, operational, or legal risk. Fees continue to accrue during suspension.

Where Breqwatr suspends the Services because a payment has not gone through, ask through the support portal and Breqwatr will give you access to retrieve your Content for 14 days from the date of suspension, although workloads will not run. Where Breqwatr suspends for any other reason, you may not be able to access your Content during suspension.

You may terminate at the end of any billing cycle, or immediately if Breqwatr materially breaches this agreement and does not fix it within 30 days of written notice. Amounts owing are due within 45 days.

Breqwatr may terminate if a suspension goes unresolved for 14 days, if you commit a material breach that cannot be fixed, if you become insolvent, or on 30 days’ written notice for any reason.

On termination, stop using the Services, release any IP addresses, and redirect your DNS.

7. Your data

Ownership. Your Content is yours. Breqwatr does not own or sell it, and uses it only to run the Services for you.

Residency. Breqwatr’s infrastructure and data centres are in Canada, and your Content, including logs and operational telemetry, is stored and processed in Breqwatr’s Canadian regions. Support and administration are performed from within Canada. Breqwatr will not move your Content outside Canada except on your written instruction or where required by law, and will tell you if that happens unless prohibited from doing so. Breqwatr runs its own infrastructure and will not hand your Content to a third party to store or process without your consent.

Our access. Breqwatr’s systems technically allow access, but Breqwatr will not access, use, or disclose your Content except with your direction, as needed to provide the Services, to respond to a lawful order, or to investigate a security threat or illegal activity.

Backups and recovery. Breqwatr does not back up your Content and does not guarantee that Content can be recovered. You are responsible for creating, storing, and testing your own backups, kept outside the Services, and for verifying the integrity of your Content. Snapshots taken inside the Services are your Content and do not count as backups.

Security. Breqwatr will maintain technical and organisational measures appropriate to the risk to protect your Content against unauthorized access, loss, and disclosure.

Security incidents. If Breqwatr confirms unauthorized access to, or disclosure, alteration, or loss of, your Content, it will notify you without undue delay and within 72 hours of confirming the incident, describing what happened, what was affected, and what it is doing about it. Notifying you is not an admission of fault.

Deletion. After termination, ask through the support portal and Breqwatr will give you access to retrieve your Content for 14 days, after which it is irreversibly deleted. Breqwatr will delete it sooner if you ask in writing.

Personal information. Where your Content includes personal information, you decide how it is used and Breqwatr acts only as your processor. Breqwatr processes it only on your instructions or as needed to run and secure the Services, limits access to personnel who need it for that purpose and are bound by confidentiality obligations, and will help you respond to requests from individuals about their personal information. Together with the rest of this section, this is Breqwatr’s data processing commitment to you.

Security audits. Breqwatr’s infrastructure and controls are subject to independent security audit. Breqwatr will provide its current third-party audit reports on request, no more than once in any 12-month period. Those reports are Breqwatr’s confidential information under section 8, and Breqwatr may require a separate confidentiality agreement before releasing them.

Breqwatr’s handling of information collected through its website is described in the Breqwatr Privacy Policy at www.breqwatr.com/privacy-policy/.

8. Confidentiality

Each of us will protect the other’s confidential information and use it only as needed for this agreement. This lasts for five years after termination. It does not apply to information that is already known, becomes public, is received from someone else without restriction, or is developed independently. If the law requires disclosure, tell the other party first if you can.

Your Content is your confidential information.

9. Warranties and liability

Breqwatr does not guarantee that the Services will be uninterrupted, error-free, or completely secure, and is not responsible for unauthorized use of the Services by a third party. To the extent permitted by law, Breqwatr disclaims all warranties not stated in this agreement, including merchantability, fitness for a particular purpose, and non-infringement. The Services are provided “AS IS.” You are responsible for deciding whether the Services suit your needs.

IN NO EVENT WILL BREQWATR’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE CLAIM. BREQWATR WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND LOST REVENUE. ANY LIABILITY FOR LOSS OF OR DAMAGE TO CONTENT IS SUBJECT TO THE LIMIT IN THIS SECTION. THESE LIMITS DO NOT APPLY TO BREQWATR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR TO ANY LIABILITY THAT CANNOT BE LIMITED BY LAW.

You will defend and indemnify Breqwatr against third-party claims arising from your Content, your use of the Services in breach of this agreement or the law, or your infringement of someone else’s intellectual property, and pay the resulting costs and damages. This does not apply where the claim results from Breqwatr’s own gross negligence, willful misconduct, or breach.

10. Export and sanctions

You are responsible for complying with Canadian export and sanctions law, including the Export and Import Permits Act, the Special Economic Measures Act, and the United Nations Act.

You may not use the Services in connection with nuclear, chemical, or biological weapons, weapons of mass destruction, or missiles. You may not use the Services if you are the target of Canadian sanctions, appear on the Area Control List, or are designated under the Special Economic Measures Act or the Justice for Victims of Corrupt Foreign Officials Act.

11. General

Changes. Breqwatr may change these terms. Changes take effect 30 days after they are posted or notified, and continued use after that means you accept them. Price reductions take effect immediately.

Notices. Routine notices go through the support portal. Legal notices to Breqwatr go to support@breqwatr.com. Notices to you go to the contact on your account. Notices are in English.

Governing law. This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. The courts of Ontario sitting in Toronto have exclusive jurisdiction over any dispute, and each of us submits to that jurisdiction. Before starting litigation, we will each try to resolve the dispute in good faith. Where the law allows us to agree it, no claim may be brought more than two years after the events giving rise to it. The UN Convention on Contracts for the International Sale of Goods does not apply.

Assignment. You may not assign this agreement without Breqwatr’s written consent. Breqwatr may use affiliates or service providers to help deliver the Services, subject to section 7, and remains responsible for their work.

Force majeure. Neither of us is liable for failure to perform, or for loss of or damage to Content, caused by events beyond reasonable control. Your obligation to pay continues unless the Services are entirely unavailable.

Everything else. We are independent contractors, not partners. There are no third-party beneficiaries. A failure to enforce a right is not a waiver of it. If any provision is unenforceable, the rest stays in effect. “Including” means “including without limitation.” Provisions intended to survive termination do so.