Terms of Service

These Terms of Service (the "Terms") form a binding agreement between Peerlify, Inc., a corporation incorporated under the Business Corporations Act (Québec) with its head office in Montréal, Québec ("Peerlify," "we," or "us"), and the individual or entity that accepts these Terms ("Customer" or "you"). By creating an account, installing the Peerlify client, signing an order form that references these Terms, or otherwise accessing the Service, you agree to be bound by these Terms.

If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization. If you do not have such authority, or you do not agree to these Terms, do not use the Service.

1. Acceptance and definitions

For convenience, the following terms have the meanings set out below:

• "Service" means the Peerlify hosted control plane, relay infrastructure, web console, command-line interface, client applications, APIs, and related documentation.
• "Network" means a tenant of the Service identified by an organization identifier and containing Customer's enrolled devices, members, and access policies.
• "Member" means a person authorized to act within a Network — Owners, Admins, IT Admins, Network Admins, Billing Admins, Auditors, and Members in the Peerlify role model.
• "Customer Data" means data that Customer or its Members submit to or generate through the Service, including device metadata, access-control configuration, audit logs, and identity-provider assertions.
• "Order Form" means an ordering document, online purchase flow, or written agreement that incorporates these Terms and specifies plan, term, and fees.

2. The service

Peerlify provides identity-aware private networking. The control plane coordinates membership and authorization for devices that Customer enrolls; the client establishes end-to-end encrypted peer-to-peer tunnels between those devices, falling back to Peerlify-operated relays when a direct path cannot be established. Authentication is delegated to an OpenID Connect identity provider that Customer configures.

Features, capacity limits, support tier, and log retention available to Customer depend on the subscription plan in effect for the Network. We may add, change, or remove features over time. We will not materially reduce the core functionality of a paid plan during a paid term without notice.

3. Accounts and eligibility

To use the Service you must be at least 18 years old and able to form a binding contract. You are responsible for the credentials used to access the Service, for the actions taken under your account, and for keeping your contact information current.

Owners and Admins of a Network are responsible for the conduct of all Members on that Network and for promptly removing access from people who should no longer have it. You must notify us at security@peerlify.com of any suspected unauthorized access or other security incident affecting your account.

4. Free trials and beta features

We may offer free trials or free tiers of the Service. Free use is provided as is, without warranty, support, or service-level commitments, and we may modify or discontinue free offerings at any time.

Features marked "beta," "preview," "experimental," or similar are provided for evaluation. Beta features may be removed or changed without notice, are excluded from any service-level commitment, and may have reduced or different security and privacy protections, which we will describe before you enable them.

5. Subscriptions, fees, and taxes

Paid plans are billed in advance, monthly or annually, according to the term selected at checkout or stated on the Order Form. Fees are stated exclusive of taxes, levies, and duties imposed by taxing authorities, which Customer is responsible for paying, except for taxes imposed on Peerlify's net income.

Subscriptions automatically renew for successive periods equal to the prior term unless either party gives notice of non-renewal at least 30 days before the end of the then-current term. You may cancel a self-serve subscription at any time from the billing section; cancellation takes effect at the end of the current paid term.

We may increase fees for renewal terms with at least 30 days' advance notice. Past-due amounts may accrue interest at the lesser of 1% per month or the maximum rate permitted by law. We may suspend the Service for non-payment after providing reasonable notice and an opportunity to cure.

Fees are non-refundable except where expressly stated, where required by law, or where Peerlify terminates these Terms other than for Customer's breach (in which case we will refund pre-paid fees for the unused remainder of the term).

6. Customer responsibilities

You are responsible for:

• The configuration of your Network, including identity providers, access policies, tags, roles, and the devices you enroll.
• Ensuring that your use of the Service complies with applicable laws, including data protection, export control, and sanctions laws.
• Obtaining all consents and providing all notices required for the personal data you submit through the Service.
• The actions of your Members and of any third party that gains access to the Service through your account.
• Backing up your configuration and exporting your audit logs at the cadence required by your retention obligations.

7. Acceptable use

Your use of the Service is governed by our Acceptable Use Policy, which is incorporated into these Terms by reference. We may suspend or terminate access for violations of the Acceptable Use Policy.

8. Customer data and privacy

As between you and us, you retain all rights, title, and interest in and to Customer Data. You grant Peerlify a worldwide, non-exclusive, royalty-free licence to host, process, transmit, copy, display, and modify Customer Data solely as necessary to provide, secure, and improve the Service for you, and to comply with law.

Our processing of personal data is described in our Privacy Policy. Where Peerlify processes personal data on your behalf, the Data Processing Addendum applies and forms part of these Terms.

Network traffic content. Peer-to-peer traffic between your devices is end-to-end encrypted with Noise IK and AES-GCM. Peerlify does not hold the encryption keys for that traffic, does not log payload content, and cannot decrypt the bytes that transit our relays. Metadata necessary to route a packet (source/destination peer identifiers, byte counts, timestamps) may be processed transiently and discarded.

9. Security

We maintain administrative, technical, and physical safeguards designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, and unauthorized disclosure. A summary of our measures is on our Security page; further detail is in Annex II of the DPA.

You are responsible for the security of identity-provider credentials, the devices you enroll, and the access policies you author. The Service authenticates against the identity provider you configure; we are not responsible for the actions of that provider.

10. Third-party services and integrations

The Service may interoperate with third-party services that you choose to connect — identity providers, log sinks, billing processors. Your use of those services is governed by their own terms, and Peerlify is not responsible for them. If a third-party service is unavailable or changes its API, the related Service feature may be degraded.

11. Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant Peerlify a perpetual, worldwide, irrevocable, royalty-free licence to use that feedback for any purpose without restriction or obligation. We will not identify you as the source without your permission.

12. Intellectual property

The Service and all underlying software, documentation, and branding are owned by Peerlify and its licensors and are protected by copyright, trademark, and other intellectual property laws. Subject to these Terms, Peerlify grants Customer a non-exclusive, non-transferable, non-sublicensable right to use the Service during the subscription term for Customer's internal business purposes.

Except as expressly permitted, you may not (and may not permit any third party to): (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, or disassemble the Service, except where applicable law expressly prohibits that restriction; (c) circumvent any technical limitation, licence enforcement, or authentication mechanism; (d) rent, lease, sublicense, resell, or make the Service available to any third party except as expressly allowed in writing; or (e) remove proprietary notices.

Certain components of the Service, including portions of our open-source client, are licensed under their respective open-source licences, which take precedence over this section to the extent of any conflict.

13. Confidentiality

"Confidential Information" means non-public information disclosed by one party that is identified as confidential or that, given its nature and the circumstances of disclosure, would reasonably be understood as confidential. Confidential Information excludes information that is or becomes public through no fault of the receiving party, was rightfully known without confidentiality obligation, is rightfully obtained from a third party without confidentiality obligation, or is independently developed.

The receiving party will use Confidential Information only to perform under these Terms, protect it with the same degree of care it uses for its own Confidential Information (and no less than reasonable care), and limit disclosure to personnel and contractors with a need to know who are bound by confidentiality obligations. The receiving party may disclose Confidential Information if compelled by law, after giving reasonable prior notice and cooperating with attempts to limit or contest disclosure.

14. Publicity

We will not use Customer's name, logo, or trademarks in marketing materials without Customer's prior written consent (email is sufficient), other than in an unbranded customer count or aggregated form. Customer may indicate its use of the Service in its own communications consistent with our published trademark guidelines.

15. Term, suspension, and termination

These Terms begin on the date you first accept them and continue for so long as you have an active account or subscription. Each subscription term is set out at checkout or on the Order Form and renews as described in Section 5.

Either party may terminate these Terms for cause if the other party:

• Materially breaches these Terms and fails to cure within 30 days after receiving written notice of the breach (or 10 days for payment breaches).
• Becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding that is not dismissed within 60 days.

We may suspend the Service immediately, with notice when reasonable, if your use poses an imminent risk to the Service or other customers, violates law or the Acceptable Use Policy, or is the subject of a credible legal demand. We will lift suspension promptly once the underlying issue is resolved.

16. Effect of termination

Upon termination or expiration, your right to access the Service ends. We will make Customer Data available for export through the standard product export mechanisms for 30 days following termination, after which we may permanently delete Customer Data from active systems. Backups age out of our infrastructure within 90 days. We will retain information that we are required to retain by law (for example, certain billing records).

Any provision that by its nature should survive termination — including ownership, confidentiality, indemnification, warranty disclaimers, liability limitations, dispute resolution, and accrued payment obligations — survives termination.

17. Warranties and disclaimers

Each party warrants that it has the authority to enter into these Terms and that its execution and performance do not violate any other agreement to which it is a party. We warrant that we will provide the Service with commercially reasonable skill and care.

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PEERLIFY AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

18. Indemnification

By Peerlify. We will defend Customer against any third-party claim alleging that the Service, when used in accordance with these Terms and our documentation, infringes a valid intellectual property right, and will pay damages finally awarded or amounts in a settlement we approve. If the Service becomes (or in our reasonable opinion may become) the subject of such a claim, we may, at our option, procure the right to continue use, modify the Service to make it non-infringing, or terminate the affected functionality and refund any prepaid, unused fees attributable to it. This is our sole liability for infringement claims.

By Customer. Customer will defend Peerlify against any third-party claim arising out of: (a) Customer Data; (b) Customer's use of the Service in violation of these Terms, the Acceptable Use Policy, or applicable law; or (c) Customer's products or services. Customer will pay damages finally awarded or amounts in a settlement Customer approves.

Procedure. The indemnified party will promptly notify the indemnifying party of the claim, give sole control of the defence and settlement (provided no settlement requires the indemnified party to admit fault or pay money without its consent), and provide reasonable cooperation.

19. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO PEERLIFY UNDER THESE TERMS IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

The foregoing limitations do not apply to: (a) a party's indemnification obligations; (b) Customer's payment obligations; (c) either party's liability for gross negligence, wilful misconduct, or fraud; or (d) any other liability that cannot be limited under applicable law.

20. Service levels and support

Service availability targets, scheduled maintenance windows, and service credits, if any, are described in the plan documentation applicable to Customer's subscription. Support is provided according to the support tier of Customer's plan; contact details are at peerlify.com/docs.

21. Export control and sanctions

The Service is subject to export-control and economic-sanctions laws of Canada, the United States, the United Kingdom, the European Union, and other jurisdictions. Customer represents that it is not (and is not owned or controlled by, acting on behalf of, or located in a country or region subject to comprehensive sanctions by) any entity on a restricted-party list and will not use the Service in violation of export or sanctions laws. Customer is responsible for obtaining any required export licences for its use of the Service.

22. Government users

The Service and any related documentation are commercial items as defined under applicable government procurement regulations. Use, duplication, or disclosure by a government entity is subject solely to the terms of these Terms.

23. Modifications to these terms

We may update these Terms from time to time. Material changes will be announced in the Service or by email to the account's billing contact at least 15 days before they take effect. If you do not agree to a change, you may terminate the affected subscription before the effective date and we will refund pre-paid fees for the unused remainder of the term. Continued use of the Service after the effective date constitutes acceptance.

24. Governing law and disputes

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

The parties consent to the exclusive jurisdiction of the courts of the Province of Québec sitting in the judicial district of Montréal for any dispute arising out of or relating to these Terms. The parties will first attempt to resolve any dispute through good-faith discussions for 30 days before initiating formal proceedings; nothing in this section limits a party's right to seek injunctive or other equitable relief to protect its intellectual property or confidential information.

25. Language

The parties have expressly required that these Terms and all related documents (including notices) be drawn up in the English language. Les parties ont expressément exigé que la présente convention et tous les documents qui s'y rattachent (y compris tout avis) soient rédigés en langue anglaise. An unofficial French translation may be made available on request for convenience; in the event of a conflict, the English version controls to the extent permitted by law.

26. General provisions

• Entire agreement. These Terms, together with any Order Form, the DPA, the Acceptable Use Policy, and the Privacy Policy, are the entire agreement between the parties on the subject and supersede prior or contemporaneous understandings.
• Order of precedence. If there is a conflict, the order of precedence is: (1) an Order Form, (2) the DPA, (3) these Terms, (4) the Acceptable Use Policy.
• Independent contractors. The parties are independent contractors. These Terms do not create an agency, partnership, joint venture, or employment relationship.
• Assignment. Neither party may assign these Terms without the other's prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, in which case notice is sufficient.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control — internet outages, natural disasters, war, civil unrest, government action, pandemics, labour actions — provided the affected party uses reasonable efforts to resume performance.
• Severability. If any provision is held unenforceable, the remainder remains in effect and the parties will negotiate in good faith to substitute an enforceable provision that achieves the original intent.
• Notices. Notices to Peerlify must be sent to legal@peerlify.com. Notices to Customer may be sent to the billing contact on file or in-product.
• No waiver. Failure to enforce any right is not a waiver of that right.
• Counterparts; electronic signatures. Order Forms may be executed in counterparts, including by electronic signature.

27. Contact

Questions about these Terms or to give legal notice: legal@peerlify.com.

Peerlify, Inc. · Montréal, Québec, Canada.