Terms of Service.

01Agreement to these terms

These Terms of Service (the "Terms") are a binding agreement between Apex Routing Inc. ("Apex Routing", "we", "us") and the organization that opens an account, signs an order, or uses our services ("Customer", "you").

You accept these Terms by opening an account, signing an order form or statement of work, or using any part of the services. If you are accepting on behalf of an organization, you confirm that you have authority to bind that organization.

Our services are offered to businesses and other organizations. They are not offered to consumers for personal, family or household purposes, and you confirm that you are ordering in the course of a business.

Where you sign an order form or statement of work with us, that document and these Terms are read together. If they conflict, the signed document governs for the engagement it covers. Our Privacy Policy is incorporated into these Terms by reference.

02Definitions

03The services

Consulting

Network architecture, cloud infrastructure, IP address management, integration, automation and security engagements are delivered under a statement of work that sets out scope, deliverables, timeline and fees. Unless the statement of work says otherwise, consulting is provided on a time-and-materials basis and our estimates are estimates, not fixed quotes.

Proxy Dashboard

We provide a managed platform for provisioning and administering authenticated proxy access, including per-user egress IP assignment, sub-account management, usage reporting and API access. We grant you a non-exclusive, non-transferable, revocable right to access the Platform during your subscription term, for your internal business purposes and those of your End Users.

IP address space

We provide access to IP address space that we hold or administer, together with routing, announcement and reverse-DNS management. Section 10 sets out the specific terms that apply.

Changes to the services

We may improve, modify or replace features of the Platform. We will not materially reduce the core functionality of a paid service during a term you have already paid for. If we discontinue a service you are paying for, we will give you at least 60 days' notice and refund any prepaid fees covering the period after discontinuation.

04Accounts and credentials

• You must provide accurate registration and billing information and keep it current. We may verify your identity and business details, and may decline or close an account where verification fails.
• You are responsible for all activity that occurs under your account and Credentials, whether or not you authorized it.
• You must keep Credentials confidential, must not share proxy Credentials with anyone outside your organization or your permitted End Users, and must not resell access unless we have agreed to a reseller arrangement in writing.
• You must notify [email protected] immediately if you suspect any Credential has been compromised. We will rotate affected Credentials on request.
• You are responsible for your End Users' compliance with these Terms and the AUP, and their acts and omissions are treated as your own.

05Acceptable Use Policy

Our infrastructure carries traffic for many customers and our IP space is a shared reputational asset. This AUP protects both. It applies to you, to your End Users, and to anyone using your Credentials.

You must not use the Services to:

• Break the law. Engage in, facilitate or conceal any activity that is unlawful in Canada, in your jurisdiction, or in the jurisdiction of the systems you connect to.
• Gain unauthorized access. Probe, scan, penetrate or test the security of any network, system or account without documented authorization from its owner. Authorized penetration testing is permitted only where you can produce written authorization on request.
• Attack or overload. Launch or participate in denial-of-service or amplification attacks, send traffic at volumes intended to degrade a third party's service, or take part in a botnet.
• Commit fraud. Carry out payment fraud, carding, account-takeover attacks, credential stuffing, brute-force login attempts, click fraud, ad fraud, or the creation of accounts through stolen or fabricated identities.
• Distribute malicious code. Host, transmit or command malware, ransomware, spyware, exploit kits or phishing infrastructure.
• Send unsolicited messages. Send spam or bulk unsolicited email, SMS or messaging traffic, or provide infrastructure that supports it. Outbound SMTP is blocked by default.
• Circumvent security controls. Defeat authentication, rate limits, bot-detection systems, paywalls or CAPTCHAs on systems you do not own or are not authorized to test.
• Evade bans or sanctions. Circumvent a suspension, ban or block imposed by a third-party service, or conceal identity in order to evade export controls, sanctions, or a court order.
• Harm people. Stalk, harass, threaten, dox or surveil individuals; or transmit child sexual abuse material, non-consensual intimate imagery, or content that incites violence.
• Infringe rights. Distribute material that infringes copyright, trade-mark or other intellectual property rights, or misappropriate trade secrets.
• Scrape unlawfully. Collect data in breach of a site's terms of use or applicable law, collect personal information without a lawful basis, or ignore technical measures a site uses to limit automated collection.
• Misrepresent the source of traffic in order to deceive a recipient about who is contacting them, where that deception causes or is intended to cause harm.
• Endanger the network. Announce IP space you do not control, spoof source addresses, poison routing, or take any action that risks blacklisting of our IP ranges.

Resource and technical limits

• Bandwidth, concurrent connection and request-rate limits are set out in your Order. We may apply reasonable technical limits to protect platform stability, and will tell you if we do.
• You must respond to reasonable requests from us to reduce load, change traffic patterns or rotate Credentials where your usage is affecting other customers.
• Automated traffic must identify itself honestly where the destination's terms require it, and must respect published rate limits.

We interpret and enforce this AUP reasonably and in good faith. If you are unsure whether a use case is permitted, ask [email protected] before you begin — we would much rather answer the question in advance than suspend an account afterwards.

06Abuse reports and enforcement

Anyone may report suspected misuse of our network to [email protected]. We acknowledge abuse reports within one business day and investigate every credible report.

How we respond

• Notice and cure. For most first incidents we notify you, share what we can about the report, and give you a reasonable period — normally 24 to 72 hours — to stop the activity and tell us what you have done.
• Immediate suspension. We may suspend affected Credentials, IP addresses or the whole account without prior notice where the activity is causing active harm, exposes us to legal liability, threatens the stability of our network, or involves conduct listed as prohibited in section 05. We will tell you as soon as reasonably possible after we act.
• Termination. Repeated or serious breaches result in termination for cause under section 17, without refund of fees for the terminated period.

We may disclose information relating to an abuse investigation to the complainant, to upstream operators, to registries and to law enforcement, to the extent necessary to resolve the report or as required by law. We do not disclose more than the circumstances require.

You must maintain a working abuse contact for your own account and respond to abuse notices we forward to you. Failure to respond is itself a breach of these Terms.

07Orders, fees and billing

• Pricing. Fees for the Proxy Dashboard and IP address space are quoted per engagement — there is no published price list. Your Order records the fees, the billing period, the committed term and any usage allowances.
• Currency. Unless the Order says otherwise, all amounts are in Canadian dollars.
• Billing cycle. Subscription fees are billed in advance for each billing period. Usage-based charges and overages are billed in arrears for the period in which they were incurred. Consulting is invoiced monthly in arrears unless the statement of work provides for milestones or a retainer.
• Payment terms. Card payments are charged on the invoice date. Invoiced accounts are due net 30 days from the invoice date.
• Automatic renewal. Subscriptions renew automatically for successive periods equal to the original term unless either party gives notice of non-renewal at least 30 days before the current period ends. We will email you before a renewal charge is taken.
• Price changes. We may change fees effective from the start of a renewal period, on at least 30 days' written notice. If you do not accept the change you may decline renewal before it takes effect.
• Late payment. Overdue amounts carry interest at 1.5% per month (19.56% per year) from the due date. We may suspend the Services on 10 days' written notice for accounts more than 15 days overdue, and may recover reasonable collection costs.
• Taxes. Fees are exclusive of GST/HST and any other applicable sales, use or withholding taxes, which you are responsible for. If you are tax-exempt, provide valid documentation before invoicing.
• Disputes. Raise any billing dispute with [email protected] within 30 days of the invoice date. We will investigate and correct genuine errors promptly. Undisputed amounts remain payable while a dispute is open.
• Chargebacks. Please contact us before initiating a chargeback — nearly every dispute is resolved faster directly. Where a chargeback is raised without first contacting us and is found to be unwarranted, we may suspend the account until the amount is settled.

08Refunds and cancellation

Refunds are issued to the original payment method. Where that is not possible we will issue an account credit or arrange an alternative method with you. To request a refund, email [email protected] with your account name and the invoice concerned; we respond within 5 business days.

09Availability and support

We target 99.9% monthly availability for the Proxy Dashboard platform, measured excluding scheduled maintenance, and we monitor our infrastructure 24 hours a day.

Scheduled maintenance is announced at least 48 hours in advance and is normally carried out in a low-traffic window. Emergency maintenance needed to preserve security or stability may be carried out with shorter notice, and we will explain afterwards what was done and why.

Support is provided by email as described on our Support page, which sets out our response targets by severity. Where an Order includes a contractual service level with service credits, that Order governs and its remedies are your exclusive remedy for availability failures.

Availability targets do not apply to failures caused by your configuration, your equipment, your network, third-party services you direct traffic to, or events outside our reasonable control.

10IP address space

• No transfer of title. IP address space is assigned to you for use during your term. It is not sold, leased in perpetuity, or transferred to you. You acquire no ownership right in any address, prefix or ASN, and you may not transfer, sublicense or resell an allocation without our written consent.
• Registry rules apply. Allocations are subject to the policies of the relevant Regional Internet Registry. You must provide accurate organizational and abuse contact details for registry records and keep them current, and you acknowledge that some of those details are published in public WHOIS records.
• Justified use. You must use allocated space substantially as described in your Order. We may reclaim space that is materially unused after giving you notice and a reasonable opportunity to bring usage into line.
• Reputation. IP reputation depends on how the space is used. We make no warranty that any address will be free of blocklisting, or that it will be accepted by any particular third-party service. Conduct that damages the reputation of our ranges is a material breach of these Terms.
• Reclamation and renumbering. On termination, or where required by registry policy, upstream operators or law, we may reclaim addresses on 30 days' notice, except where an emergency or a legal obligation requires faster action. We will work with you in good faith on a renumbering plan.
• Announcement and routing. Where we announce space on your behalf, you must not announce it elsewhere without telling us, and you must not announce space we have not allocated to you.

11Your responsibilities

• You are responsible for Customer Data and for having all rights and lawful bases necessary to route, process and store it through the Services.
• Where the Services process personal information for which you are accountable, you act as the accountable organization and we act as a service provider processing on your instructions. You must provide any notices and obtain any consents your own privacy obligations require.
• You must comply with all laws applicable to your use, including privacy, data protection, export control, sanctions and anti-money-laundering laws.
• You must not use the Services if you, your parent, or a person controlling you is subject to Canadian sanctions or is located in a sanctioned jurisdiction.
• You are responsible for maintaining your own backups of any configuration or data you would not want to lose.
• You must cooperate reasonably with us in investigating security incidents and abuse reports affecting your account.

12Confidentiality

Each party may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential — including network topologies, architecture documents, credentials, pricing and business plans.

The receiving party will use that information only to perform this agreement, will protect it with at least the care it uses for its own confidential information, and will disclose it only to personnel and advisers who need it and are bound by comparable obligations. These duties continue for three years after the information is received, and indefinitely for anything that is a trade secret.

Confidentiality does not apply to information that is or becomes public without breach, was already known without a duty of confidence, or is independently developed. A party compelled by law to disclose confidential information may do so, after giving the other party notice where legally permitted.

13Intellectual property

We own the Platform, our software, tooling, methodologies, templates and documentation, and all intellectual property in them. Nothing in these Terms transfers that ownership. Your rights are limited to the access rights expressly granted.

You own Customer Data. You grant us a limited licence to host, transmit, process and display Customer Data solely to provide, secure and support the Services.

Deliverables produced under a statement of work are assigned to you on payment in full, except that we retain ownership of any pre-existing or generally applicable know-how, tools and templates embedded in them, and we grant you a perpetual, non-exclusive licence to use those components as part of the deliverable.

You may not copy, modify, reverse-engineer, decompile or create derivative works of the Platform, nor access it to build a competing product, except to the extent that restriction is unenforceable under applicable law.

We may use your name and logo in a factual customer list. We will not publish a case study, quote or detailed description of your environment without your prior written approval, and we will stop using your name on request.

14Warranties and disclaimers

We warrant that we will provide the Services with reasonable skill and care, in a professional manner consistent with industry standards, and in compliance with laws applicable to us as a provider.

Each party warrants that it has the authority to enter into this agreement.

Nothing in these Terms limits any right you have under consumer protection legislation that cannot lawfully be excluded.

15Limitation of liability

Neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill or loss or corruption of data, however caused and on any theory of liability, even if advised of the possibility.

Each party's total aggregate liability arising out of or relating to this agreement is limited to the amount you paid us for the Services in the 12 months immediately before the event giving rise to the claim.

These limits do not apply to: your obligation to pay fees; either party's breach of confidentiality obligations; your indemnity obligations under section 16; or liability that cannot be limited by law, including fraud, fraudulent misrepresentation, death or personal injury caused by negligence, and gross negligence or wilful misconduct.

Any claim arising under this agreement must be brought within two years of the date the claiming party first knew or ought reasonably to have known of the facts giving rise to it.

16Indemnity

You will defend, indemnify and hold harmless Apex Routing, its directors, officers, employees and suppliers against any third-party claim, demand, proceeding, fine or penalty, and any resulting damages, losses and reasonable legal costs, arising out of or relating to:

• your use of the Services in breach of these Terms or the AUP;
• Customer Data, or traffic transmitted through the Services under your account;
• your violation of any law or of the rights of a third party, including privacy and intellectual property rights;
• any claim that traffic originating from IP space allocated to you caused harm to a third party.

We will defend, indemnify and hold you harmless against any third-party claim alleging that the Platform, used in accordance with these Terms, infringes that party's intellectual property rights. If such a claim is made, we may at our option procure the right to continue, modify the Platform so it is non-infringing, or terminate the affected Service and refund prepaid fees for the unused period.

The party seeking indemnity must give prompt written notice of the claim, allow the indemnifying party to control the defence, and cooperate reasonably. No settlement that imposes an obligation on the indemnified party may be made without its consent.

17Suspension and termination

By you

You may terminate a subscription at the end of the current billing period by giving notice as described in section 07, or immediately for our material breach that we have not cured within 30 days of written notice.

By us

• For convenience — on 60 days' written notice, with a pro-rata refund of prepaid fees for the unused period.
• For cause — immediately, where you materially breach these Terms or the AUP and do not cure within 10 days of notice; or immediately and without a cure period where the breach is one we are entitled to act on without notice under section 06, where you become insolvent, or where continuing to serve you would put us in breach of law.
• For non-payment — as described in section 07.

Effect of termination

Your right to access the Services ends. Fees accrued up to termination remain payable. On request made within 30 days of termination we will provide an export of your account configuration data in a commonly used format. After that period we delete or de-identify your data in accordance with the retention schedule in our Privacy Policy, except where we are required to retain it.

Sections 12, 13, 15, 16, 19 and 20, and any accrued payment obligations, survive termination.

18Changes

We may amend these Terms. The effective date at the top of this page shows the current version.

For material changes we will give account holders at least 30 days' notice by email or through the dashboard before they take effect. If you do not accept a material change, you may terminate the affected Service before the change takes effect and receive a pro-rata refund of prepaid fees for the unused period. Continuing to use the Services after the effective date means you accept the amended Terms. Non-material changes — corrections, clarifications and updates to contact details — take effect when published.

19Governing law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties submit to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in Toronto, and waive any objection to venue in those courts. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Before commencing proceedings, the parties will attempt in good faith to resolve any dispute through discussions between senior representatives for a period of 30 days after written notice of the dispute.

20General

• Entire agreement. These Terms, your Order, and our Privacy Policy are the entire agreement between us and supersede all prior discussions, proposals and representations on the same subject.
• Assignment. You may not assign this agreement without our written consent, not to be unreasonably withheld. Either party may assign it in full to a successor in a merger, acquisition or sale of substantially all assets, on notice.
• Subcontracting. We may use subcontractors and service providers to deliver the Services, and remain responsible for their performance.
• Force majeure. Neither party is liable for failure to perform (other than payment obligations) caused by an event beyond its reasonable control, including natural disaster, war, civil unrest, labour action, epidemic, government action, large-scale internet or power failure, or a denial-of-service attack of a scale that cannot reasonably be mitigated.
• Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed, and the rest remains in force.
• No waiver. A failure or delay in enforcing a right is not a waiver of it.
• No third-party beneficiaries. Except for the indemnified parties named in section 16, no one other than the parties has rights under this agreement.
• Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.
• Notices. Legal notices to us go to [email protected]. Notices to you go to the email address on your account. Notice is effective on the next business day after sending, absent a delivery failure.
• Language. The parties have required that this agreement and all related documents be drawn up in English. Les parties ont exigé que la présente convention et tous les documents connexes soient rédigés en anglais.