Terms of Service

1. Parties and Acceptance

These Terms of Service (“Terms”) govern access to and use of the Aivanix platform and related services (the “Services”), provided by VNOD Corporation, an Ontario corporation (“VNOD,” “we,” “us”). The business or organization subscribing to the Services (“Customer,” “you”) accepts these Terms through an authorized representative by signing an order form, clicking acceptance, or using the Services after receiving notice of these Terms. An individual accepting on behalf of a Customer represents that they have authority to bind that Customer. These Terms, the applicable order form or subscription confirmation (“Order”), the Privacy Policy, and any applicable addendum form the Agreement. The order of precedence among these documents is set out in Section 37.

2. Services and Scope

The Services may include AI-assisted telephone answering and call handling, routing or forwarding, call activity records, caller-identification information where available, speech-to-text transcripts, AI-generated summaries or categorization, reporting dashboards, and other functions expressly enabled for the Customer. The Services are offered to businesses and organizations across industries. Available features vary by subscription, configuration, location, and technical compatibility. References to a feature do not promise its availability in every plan. VNOD may use subcontractors and technology service providers to deliver the Services without disclosing proprietary implementation details, subject to its privacy and contractual obligations.

3. Definitions

“Caller” means a person placing or receiving a call handled using the Services. “Customer Content” means communications and information provided by or on behalf of Customer or Callers, including telephone numbers, recordings if enabled, transcripts, messages, and uploaded configuration materials. “Call Metadata” means operational data such as call time, direction, duration, disposition, routing events, and call status. “Outputs” means transcripts, summaries, classifications, reports, and any responses, statements, information, appointments, bookings, orders, messages or other actions generated or taken by an AI agent through the Services. “Authorized User” means personnel or representatives allowed by Customer to access its account. “Applicable Law” includes applicable Canadian federal and provincial privacy, telecommunications, consumer protection, anti-spam, and other laws.

4. Accounts and Authority

Customer must provide accurate account and billing information; safeguard credentials; designate appropriate access permissions; promptly remove access for departed personnel; and notify VNOD of suspected unauthorized use. Customer is responsible for actions through its accounts except to the extent caused by VNOD’s breach of its obligations. VNOD may require reasonable verification of authority before fulfilling sensitive access, export, or deletion requests.

5. Customer Responsibilities

Customer determines why calls are handled, recorded or transcribed, how Caller information will be used, and which personnel may access it. Customer will provide appropriate privacy notices, obtain and document all legally required consents, maintain a lawful basis for recording and processing, and configure its workflows accordingly. Customer must not submit information it lacks authority to process, falsely identify itself, or use the Services to deceive, harass, discriminate unlawfully, or violate another person’s rights. VNOD remains responsible for its own duties under applicable law; this section does not transfer non-delegable legal responsibilities.

6. Recording, Transcription and Caller Notice

Where recording, transcription, or AI processing is enabled, Customer must ensure Callers receive appropriate, timely notice of the practice and its specific purposes and that valid consent is obtained when required. Customer is responsible for informing its agents and employees and complying with applicable workplace requirements. Customer should supply alternatives where required by law for Callers who do not consent. VNOD may provide tools or suggested notices but does not guarantee that a particular script or setting satisfies Customer’s legal obligations. A transcript may be produced through temporary processing even if an audio file is not retained; Customer must not assume that disabling stored recordings disables all audio processing.

Upon reasonable request, Customer must provide evidence of the notices and legally required consents on which it relies, including the applicable caller-facing notice and relevant configuration records. Where VNOD reasonably identifies a material notice or consent risk, VNOD may require a corrective notice, revised configuration or temporary suspension of the affected recording or transcription feature, subject to applicable law and proportionality.

7. AI Transparency, Synthetic Voices and Misrepresentation

Where an AI system directly interacts with a Caller, Customer shall provide any disclosure required by applicable law and shall not intentionally mislead Callers about the nature of the interaction. Customer shall not use synthetic voices, generated identity materials or impersonation features to misrepresent a real person or organization. Creation or deployment of a voice resembling an identifiable individual requires all necessary prior, informed and documented authorization. Customers must comply with legally applicable transparency, marking and human-oversight requirements.

8. Call Routing and Recipient Permissions

Customer controls destinations, forwarding rules, personnel assignments, and integrated systems. Customer must ensure each recipient is authorized to receive the information disclosed through routing, alerts, exports, or access permissions. Telephone numbers, caller identification and routing data may be missing or inaccurate. Customer must independently verify the identity or authority of any recipient before disclosing sensitive information.

9. Configuration, Third-Party Systems and Customer Support

Customer is responsible for the correctness of its business profile, business information supplied to the AI agent, caller prompts, routing destinations, language settings, personnel lists, recipient permissions and data exported or pushed to its own systems. VNOD is not responsible for actions taken by independent recipient systems outside its control, except where liability cannot lawfully be excluded. Customer will provide first-line notices and responses to its Callers concerning the Customer’s own operations, while VNOD will provide contracted technical support to Customer.

10. Customer Content and Processing License

As between the parties, Customer retains its rights in Customer Content, subject to the rights of Callers and applicable law. Customer grants VNOD and its authorized service processors a non-exclusive, worldwide license for the term of service to receive, host, store, access, transmit, record where authorized, transcribe, analyze, classify, summarize, display, route, export, protect, troubleshoot and otherwise process Customer Content as necessary to supply, administer, support, secure, measure and improve the Services, fulfill Customer instructions, comply with law, and perform any other purpose supported by valid notice, authorization or consent. Customer is responsible for ensuring it has authority to submit and direct processing of Customer Content. This license does not transfer ownership of identifiable Caller records to VNOD, or authorize sale of identifiable Customer Content to data brokers or advertisers.

11. Outputs, AI Agent Responses and Accuracy

Customer may use its Outputs for its lawful business operations, subject to applicable law and third-party rights. Speech recognition, caller identification, AI responses, classification and summaries can be incomplete, delayed, misleading, or inaccurate. Outputs may be non-unique and unsuitable for unreviewed publication. Outputs are not certified transcripts and must not be relied on without appropriate human review for consequential, legal, medical, financial, safety-sensitive or otherwise high-risk decisions.

The AI agent operates on information, instructions and configurations provided by Customer. Customer is responsible for the accuracy of that information and for honoring, confirming or correcting any appointment, booking, order, quote or commitment made through the Services on Customer’s behalf. Customer remains responsible for decisions made on the basis of Outputs; VNOD remains responsible for its own contractual and statutory obligations.

12. Intellectual Property and Feedback

VNOD and its licensors retain all ownership rights in the Services, software, user interfaces, workflows, algorithms, documentation, trademarks, know-how and improvements, excluding Customer Content. Subject to compliance with the Agreement, Customer receives a limited, non-exclusive, non-transferable right to use the Services during its subscription for internal business purposes. Customer may provide feedback voluntarily; VNOD may use it without compensation or attribution, but must not publicly disclose confidential Customer Content through that use.

13. Analytics and Service Improvement

Customer grants VNOD the right to produce, access, measure, analyze and use call-volume figures, answered and unanswered call counts, call outcomes, time and duration metrics, routing events, quality indicators, AI answer and transcription quality measurements, recurring call categories, service response patterns, aggregate trends, performance statistics, operational diagnostics and other service analytics (“Service Analytics”) to operate, support, secure, troubleshoot, measure, develop and improve the Services. Where reasonably necessary for the contracted Services and disclosed purposes, VNOD may process identifiable Customer Content for customer-facing reports, permitted technical quality review to measure and improve the accuracy and performance of the Services, security, fraud detection and support, subject to applicable privacy law and confidentiality duties.

VNOD may independently use, retain, compare, combine, benchmark and commercialize aggregated or effectively anonymized Service Analytics, including after contract termination, for internal research, capacity planning, product development, evaluation and improvement of its technologies, provided the resulting information does not reasonably identify a Caller or Customer and is protected against re-identification. VNOD owns its platform, models, software, analytical methods and improvements, but not the underlying identifiable Customer Content. Neither this clause nor acceptance of these Terms authorizes selling identifiable Caller records, publishing confidential transcripts, training general-purpose AI models on identifiable call audio or transcripts, or unrelated marketing uses without an independent lawful basis and any required notices and consents. Mandatory sector-specific privacy restrictions prevail.

The right to use Service Analytics does not itself authorize reuse of identifiable call content for unrelated purposes or override mandatory withdrawal, retention, notice or consent requirements. Aggregation or de-identification must be effective in context, and VNOD will not attempt to re-identify data retained under this section except where lawfully necessary to test or safeguard the effectiveness of de-identification.

14. Confidentiality

Each party must protect the other party’s non-public business, technical, security, pricing and operational information using reasonable care and disclose it only to personnel, advisors or subprocessors who need it and are subject to appropriate confidentiality protections. Exceptions apply to information demonstrably public without breach, independently developed, rightfully received from another source, or required to be disclosed by law (subject to lawful notice where possible). Confidentiality obligations survive termination for as long as the information remains confidential, and statutory protections for personal information continue as required by law.

15. Privacy and Security

VNOD will maintain reasonable administrative, technical and organizational safeguards proportionate to the information processed, including access controls, transmission and storage protections, personnel restrictions and incident-response procedures. VNOD’s Privacy Policy explains its relevant practices. Customer must secure its own devices, accounts, data exports, recipients and integrations. No method of transmission or storage is risk-free and the Services are not warranted to be immune from every security incident.

16. Data Location and Service Providers

VNOD primarily stores platform records in data-hosting infrastructure located in Canada. Telecommunications transport, live audio processing, AI processing, temporary service logs, support or other service operations may involve processing by qualified service providers in other jurisdictions, with appropriate contractual and security protections and any notices required by law. VNOD may replace service providers where consistent with its commitments. Customer acknowledges that Canadian storage does not mean that all data is processed or held exclusively in Canada.

17. Data Access, Portability and Retention

Authorized Users may view and obtain data through available platform functions, subject to permissions and lawful restrictions. VNOD will respond to reasonable, verified export or deletion requests under the Agreement and applicable law. Customer Content is retained for periods appropriate to service delivery, documented account settings, legitimate operational needs, and legal requirements. Unless a separate Order or published retention schedule establishes an exact period, no particular automatic deletion period is promised. Following termination, VNOD will provide a reasonable opportunity to request a data export, where technically available, before deletion in accordance with its retention practices; lawful retention, security logs, backups and dispute-related records may remain for a limited period. VNOD is not required to retain data indefinitely.

VNOD will maintain and apply an internal retention and deletion schedule proportionate to the categories and purposes of processing, including separate treatment of stored call content, transcripts, call metadata, account records and backup or security records. Where a specific retention period is material to Customer’s compliance obligations, it must be confirmed in the Order or a signed data-processing addendum before Customer relies upon it. Requests to export or erase data may be subject to verification, technical limitations, lawful holds and documented exceptions.

18. Integrations and External Recipients

At Customer’s request, the Services may route calls or transmit permitted information to external phone numbers, software systems or recipients. Customer authorizes these transfers and is responsible for its selected destinations, access permissions, third-party contracts and notices. After data reaches an independently operated destination, that recipient’s practices may govern further use. VNOD remains responsible for transfers it controls and for compliance with its own legal obligations.

19. Acceptable Use and Restricted Uses

Customer must not use the Services for unlawful robocalling, unsolicited marketing without required consent, calling-list violations, spam, fraud, phishing, identity theft, impersonation, harassment, deceptive political messaging, discriminatory conduct, emergency-service interference, malicious code, security attacks, credential abuse, unlawful surveillance or interception, privacy invasion, violations of intellectual property or publicity rights, circumvention of access controls, resale without permission, or interference with network stability.

The Services are not designed to collect payment card data, and Customer shall not configure them to request it. VNOD may establish reasonable technical and anti-abuse limits, investigate credible violations or abuse complaints using proportionate means, require corrective action, and suspend affected features proportionately. Regulatory obligations that apply to VNOD directly remain VNOD’s responsibility; obligations arising from Customer’s call purposes, recipient lists and content remain Customer’s responsibility to the extent allowed by law.

20. Fraudulent, Unauthorized and Abusive Traffic

Customer shall protect credentials, user permissions, connected systems and telephone configurations from unauthorized access, toll fraud, account takeover and misuse. Customer shall immediately notify VNOD of suspected compromise and reasonably cooperate in containment and investigation. VNOD may use proportionate technical monitoring of call metadata and security events to detect fraud, abuse and unlawful activity, and may block suspicious traffic or suspend affected functions where reasonably necessary. Customer remains responsible for activity attributable to its credentials or instructions, except to the extent caused by VNOD’s breach or fault. Monitoring does not authorize unrelated secondary use of identifiable call content.

21. Telephone Numbers, Caller Identification and Portability

Where telephone numbers are provided, assigned, configured or ported, their availability, geographic eligibility, use, portability and continuity are subject to applicable law, regulator rules, numbering administrators and network operators. Unless expressly agreed in an Order, Customer does not acquire ownership of a telephone number. Customer shall not spoof caller identification, make misleading identity claims, warehouse numbering resources or port numbers without proper authorization. VNOD will provide reasonable cooperation with eligible number-porting requests in accordance with applicable rules and documented fees. Caller-identification data is not guaranteed accurate.

22. Call Traffic Quality and Capacity Controls

VNOD may set or adjust reasonable technical limits for concurrent calls, call-per-second rates, unusually short or repeated calls, high-volume traffic, call duration, destinations and anomalous traffic patterns to preserve service integrity and comply with network or regulatory restrictions. VNOD may reject, rate-limit or reroute traffic that creates abuse, security or service-stability risks, with notice where reasonably practicable. Published dashboard limits and alerts are informational and do not guarantee prevention of excess charges.

23. Outbound Calls, Customer Lists and Consent Evidence

If outbound calling, automated voice messages, SMS, reminders, or campaigns are enabled, Customer represents that recipient contact details were lawfully obtained and that it has a sufficient legal basis for each communication. Customer is responsible for confirming the purpose of each outreach, maintaining proof of required express or implied consent, and complying with applicable CRTC Unsolicited Telecommunications Rules, National Do Not Call List obligations, Automatic Dialing-Announcing Device requirements, CASL where relevant, calling-hour restrictions, caller identification and disclosure duties, recordkeeping and opt-out requests.

Automated telemarketing using synthesized or prerecorded messages may require prior express consent. Consent sufficient for a conventional person-to-person call must not be assumed sufficient for an automated solicitation call. VNOD may require reasonable compliance evidence and may block or suspend campaigns that appear noncompliant. Feature availability does not establish that a particular use is lawful, and any compliance tools or templates are operational aids and not legal approval.

24. Sensitive, Regulated and High-Risk Uses

Unless explicitly authorized in a separate written agreement and supported by required safeguards, the Services are not emergency-response systems, crisis-intervention services, life-safety infrastructure, medical diagnostic tools, autonomous high-impact decision makers or guaranteed channels for urgent communications, and are not a substitute for qualified human decision-making. Customer shall not use unverified Outputs as the sole basis for decisions with significant legal, health, employment, financial or similar effects, and must maintain appropriate human review, alternative contact methods and continuity plans.

Any processing of regulated categories of information, including personal health information, financial account data, or biometric voice identifiers, may require separate contractual terms, technical controls and legal review before activation. Unless agreed in writing, VNOD does not represent that the standard Services meet every sector-specific requirement. Customer must not assume that standard availability of the Services constitutes a representation of compliance with any particular health-information or sector-specific law. Any additional required agreement must be executed before regulated features or uses are activated.

25. Service Availability, Service Components and Changes

VNOD will use commercially reasonable efforts to deliver the Services but does not guarantee uninterrupted, error-free connectivity or that every call will be answered or routed. Network outages, upstream disruptions, carrier restrictions, power failure, customer configuration and third-party systems may affect performance. External carriers, communication networks, devices, connectivity services and service processors may fail, delay, block or change delivery without advance notice.

VNOD may maintain, modify, upgrade, suspend or retire features, and may modify internal routing, processing methods, software components or providers, where reasonably necessary for safety, compliance, reliability or product development, provided it continues to satisfy material contractual and privacy commitments. VNOD will give advance notice of material adverse changes where practicable. Material reductions to purchased functionality will be handled under the applicable Order and any mandatory legal requirements. No undisclosed technical vendor identity is incorporated as a service guarantee.

26. Fees, Usage, Billing Records and Taxes

Customer agrees to pay the subscription fees, usage charges, call-minute rates, setup or implementation fees, overage charges, taxes and other amounts expressly identified in the applicable Order or pricing accepted by Customer. Usage-based charges may be calculated from connection duration, billable increments, attempted or completed calls, enabled processing features, telephone-number charges, metered platform events or other units identified in the Order. Call counts and dashboard statistics may differ from billable usage because of routing, rounding, retries, network events or delayed updates.

Customer will review invoices promptly and submit a documented good-faith dispute within 30 days after receipt; undisputed amounts remain payable. VNOD may correct documented metering or invoicing errors within a reasonable period, will explain material adjustments, and will provide itemized information on reasonable request. Late charges and collection costs apply only if stated in the Order and permitted by applicable law. Any renewal term, price increase, refund or cancellation rule must be stated in the Order or clearly communicated applicable terms; this Agreement does not silently create a fixed renewal period.

27. Payment Failure and Suspension

VNOD may suspend or limit Services for overdue undisputed invoices after reasonable notice and an opportunity to cure, unless immediate action is needed to address fraud, security risk, law or serious network abuse. Suspension does not eliminate accrued fees. VNOD will use reasonable efforts to restore service after the reason for suspension is resolved.

28. Term and Termination

The Agreement begins on acceptance and continues for the term set out in the Order, or on a month-to-month basis if expressly described there. Either party may terminate for material breach not remedied within 15 days of written notice, except where immediate termination is reasonably needed for unlawful activity, urgent security risk or repeated serious abuse. Customer may cancel at the time and in the manner set out in its Order. Termination does not create a refund of properly incurred usage or other non-refundable charges disclosed at purchase, subject to applicable law and any contrary Order provision.

29. Publicity, Customer Name and Logo

Customer grants VNOD a non-exclusive, worldwide, royalty-free, revocable permission during the customer relationship and, solely for accurate historical client identification, afterward until Customer withdraws permission in writing, to identify Customer as a user of the Services and to reproduce its business name, logo and approved public brand assets in customer lists, websites, social media, marketing collateral, sales presentations and investor materials, subject to reasonable brand guidelines supplied in writing. Customer may revoke this permission for future uses by written request; VNOD will cease new promotional uses within a reasonable period and reasonably remove controllable digital uses, while already printed or distributed materials may remain until exhausted. This section does not authorize disclosure of Callers’ identities, telephone numbers, recordings, transcripts, patient information, confidential operational details, invented endorsements, direct quotations or testimonial content without separate appropriate permission.

30. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND OUTPUTS ARE PROVIDED ON AN “AS AVAILABLE” AND “AS IS” BASIS EXCEPT FOR EXPRESS COMMITMENTS IN THE AGREEMENT. VNOD DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND UNINTERRUPTED PERFORMANCE TO THE EXTENT LEGALLY PERMITTED. NOTHING IN THIS SECTION EXCLUDES RIGHTS OR WARRANTIES THAT CANNOT LEGALLY BE EXCLUDED.

31. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VNOD AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITIES OR ANTICIPATED SAVINGS; OR LOSS ARISING FROM MISSED CALLS, INACCURATE TRANSCRIPTS, OUTPUTS (INCLUDING AI AGENT RESPONSES, BOOKINGS AND OTHER ACTIONS), CALL ROUTING OR SERVICE UNAVAILABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

TO THE FULLEST EXTENT PERMITTED BY LAW, VNOD’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE AGREEMENT OR SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, INCLUDING CLAIMS ALLEGING UNAUTHORIZED DATA ACCESS, DISCLOSURE, USE, PROCESSING, CONFIDENTIALITY BREACH, SECURITY INCIDENT, PRIVACY VIOLATION OR BREACH OF DATA-PROTECTION OBLIGATIONS, WILL NOT EXCEED THE SERVICE FEES ACTUALLY PAID TO VNOD BY CUSTOMER FOR THE AFFECTED SERVICES IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. IF NO FEES WERE PAID FOR THE AFFECTED SERVICES DURING THAT PERIOD, THE CONTRACTUAL LIABILITY CAP IS ZERO, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THIS IS A SINGLE AGGREGATE CAP ON VNOD’S LIABILITY TO THE CUSTOMER UNDER THIS AGREEMENT, REGARDLESS OF THE NUMBER OF CLAIMS, THEORIES OF RECOVERY, INCIDENTS OR AFFECTED PERSONS, AND IS NOT REFRESHED BY A NEW CLAIM. IT DOES NOT RESTRICT CLAIMS BY PERSONS WHO ARE NOT PARTIES TO THE AGREEMENT.

THIS LIMITATION DOES NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS, CUSTOMER’S INDEMNITY OBLIGATIONS, OR LIABILITY THAT APPLICABLE LAW PROHIBITS LIMITING, INCLUDING LIABILITY FOR VNOD’S FRAUD OR WILFUL MISCONDUCT WHERE SUCH LIMITATION IS UNENFORCEABLE. THIS PROVISION DOES NOT PURPORT TO RESTRICT RIGHTS OF INDIVIDUAL CALLERS OR REGULATORY ENFORCEMENT BY NON-PARTIES. THE PARTIES AGREE THAT THE SERVICE FEES REFLECT THIS ALLOCATION OF RISK. A DIFFERENT CAP EXPRESSLY NEGOTIATED IN A SIGNED ADDENDUM WILL CONTROL.

32. Indemnification

Customer will defend, indemnify and hold harmless VNOD and its affiliates, officers, employees and agents from third-party claims, proceedings, reasonably incurred defense expenses, damages and settlements arising from (a) Customer’s failure to give required notices or obtain valid consents for calls, recording, transcription or outreach; (b) Customer’s unlawful or infringing content, instructions, campaign lists or communications; (c) Customer’s access permissions, chosen routing destinations, onward disclosures, exports or integrations; (d) misuse or compromise of Customer-controlled credentials or systems; (e) breach of the Acceptable Use requirements in Section 19; (f) breach of Section 7 (AI Transparency, Synthetic Voices and Misrepresentation) or Section 23 (Outbound Calls, Customer Lists and Consent Evidence); or (g) appointments, bookings, orders, quotes or commitments made by the AI agent on the basis of information, instructions or configurations supplied by Customer.

This indemnity applies only to the extent resulting from Customer’s acts or omissions and not to the extent resulting from VNOD’s own breach, negligence, unlawful conduct or non-delegable legal obligations. VNOD will provide reasonably prompt notice and cooperation; Customer may not agree to any settlement that admits fault or imposes a non-monetary duty on VNOD without VNOD’s prior written consent. Subject to mandatory law, Customer’s indemnification obligations are not limited by the VNOD liability cap.

33. Security Incidents, Legal Requests and Preservation

Neither an allegation nor a complaint alone establishes a breach by VNOD. The parties will reasonably cooperate to investigate credible security incidents, fraud complaints, misuse and regulatory inquiries, preserve relevant evidence, restrict access as necessary, and determine appropriate remedial steps. Customer shall promptly notify VNOD of suspected misuse, unauthorized account access or privacy incidents and shall not make binding admissions on VNOD’s behalf.

VNOD will inform Customer without undue delay after confirming a security incident involving Customer Content where notice is legally required or reasonably necessary to enable Customer compliance, and will provide information reasonably available about scope and response. Customer is responsible for notifying its affected individuals and regulators where its role requires it; VNOD remains responsible for notifications legally assigned to VNOD. VNOD may preserve the minimum relevant records reasonably necessary for security, billing disputes, legal holds or compliance, and may disclose records when legally compelled or lawfully required to protect its systems and users, applying appropriate verification and notice where legally permitted. Nothing in these Terms prevents any person from exercising mandatory statutory rights.

34. Force Majeure

Neither party is liable for delays caused by events beyond reasonable control, excluding payment obligations for Services already rendered, provided the affected party uses reasonable measures to mitigate the effect. Examples may include widespread telecommunications outages, natural disasters, labour disruptions, cyberattacks not caused by a party’s failure to meet its obligations, and government action.

35. Changes to Terms

VNOD may update these Terms for legal, security, technical and commercial reasons. For material adverse changes, VNOD will ordinarily provide at least 30 days’ advance notice to the Customer’s registered contact, unless a shorter period is necessary for law, safety, security or urgent risk. Changes apply prospectively. If a material change substantially reduces contracted rights, any applicable cancellation right will be communicated; continued use after the effective date constitutes acceptance to the extent permitted by law.

36. Governing Law and Disputes

The Agreement is governed by Ontario law and applicable federal law of Canada, without regard to conflict-of-law principles. The parties will first seek to resolve disputes through good-faith discussions. Subject to mandatory law, the courts located in Ontario have exclusive jurisdiction. Nothing prevents either party from seeking urgent injunctive relief in a court with appropriate jurisdiction.

37. Order of Precedence and Mandatory Rights

In case of conflict, a signed addendum prevails for its subject matter, then the Order, then these Terms, unless the relevant document states otherwise. If a Data Processing Addendum is executed, it controls concerning personal-information processing to the extent expressly stated. Any specifically negotiated Order controls commercial pricing, subscription term and feature commitments. No clause limits any privacy right, statutory remedy or duty that cannot lawfully be waived under applicable Canadian federal or provincial law.

38. General Provisions

Customer may not assign the Agreement without VNOD’s prior written consent, not unreasonably withheld; VNOD may assign it in connection with a merger, reorganization or transfer of substantially all relevant business assets subject to continuing contractual protections. The parties are independent contractors, not partners or agents. If a provision is unenforceable, the remaining provisions remain effective. Failure to enforce a term is not waiver. Notices may be sent electronically to designated account contacts. Provisions that by nature should survive—including fees due, IP, confidentiality, retention, liability, indemnity, disputes and general terms—survive termination. The Agreement is the entire agreement for the Services and supersedes prior representations about the same subject.

39. Contact and Effective Date

Provider: VNOD Corporation, Ontario, Canada. Legal and privacy inquiries, access requests and complaints may be sent to hello@vnodx.com. VNOD has designated an individual accountable for its compliance with applicable privacy law. Effective date: October 19, 2026. Version 1.7.