Terms of Service

These Terms of Service ("Terms") govern your access to and use of the services provided by Aethon Core Inc. ("Aethon Core," "we," "us," or "our"), including our platform, software, and professional services (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

1. Services

Aethon Core provides enterprise infrastructure management, security, analytics, and automation services. The specific Services available to you are governed by your executed Order Form and the applicable Service Level Agreement ("SLA"). In the event of conflict between these Terms and your Order Form, the Order Form controls.

2. Account and access

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify Aethon Core immediately at security@aethoncore.com if you suspect unauthorized access to your account. Aethon Core is not liable for losses resulting from unauthorized use of your credentials.

3. Acceptable use

You agree not to:

• Use the Services to violate any applicable law or regulation
• Transmit malicious code, viruses, or disruptive data through the Services
• Attempt to gain unauthorized access to any Aethon Core system or another customer's environment
• Reverse engineer, decompile, or disassemble any component of the Services
• Resell or sublicense the Services without Aethon Core's written consent
• Use the Services to store or transmit data in violation of applicable export control laws

4. Data ownership and privacy

You retain all ownership rights to the data you submit to the Services ("Customer Data"). Aethon Core processes Customer Data only as instructed by you and as described in our Privacy Policy and Data Processing Addendum. Aethon Core will not access, use, or disclose Customer Data except to provide the Services or as required by law.

5. Intellectual property

Aethon Core retains all intellectual property rights in the Services, including the platform software, documentation, and related materials. Nothing in these Terms transfers ownership of any Aethon Core intellectual property to you. You are granted a limited, non-exclusive, non-transferable license to use the Services solely as described in your Order Form during the subscription term.

6. Service levels and uptime

Aethon Core commits to the uptime levels specified in your Order Form and the applicable SLA. Standard enterprise deployments carry a 99.99% uptime SLA. Service credits for SLA failures are your sole remedy for service availability issues, unless otherwise specified in your Order Form. Standard SLA terms are published in our Service Level Agreement.

7. Fees and payment

Fees are set forth in your Order Form. Invoices are due within 30 days of the invoice date unless your Order Form specifies different payment terms. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. Aethon Core may suspend Services for accounts that are more than 60 days past due after providing 10 days written notice.

8. Confidentiality

Each party agrees to protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving party, (b) was already known to the receiving party, or (c) is independently developed without use of the disclosing party's confidential information.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR DATA, ARISING FROM THESE TERMS OR THE SERVICES. AETHON CORE'S TOTAL AGGREGATE LIABILITY ARISING FROM THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.

10. Term and termination

These Terms are effective from the date you first access the Services and continue until terminated. Either party may terminate for material breach if the breach is not cured within 30 days of written notice. Upon termination, your access to the Services will cease. Aethon Core will retain Customer Data for 30 days following termination to allow you to export it, after which it will be deleted in accordance with our data retention policy.

11. Governing law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law provisions. Any dispute arising under these Terms will be resolved through binding arbitration under the rules of the ADR Institute of Canada, with proceedings conducted in Canada, unless your Order Form specifies a different jurisdiction.

12. Changes to these Terms

Aethon Core may update these Terms from time to time. We will provide at least 30 days' notice before changes take effect for existing customers. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms.

Contact

Questions about these Terms? Contact our legal team at legal@aethoncore.com or write to us at:
Aethon Core Inc., Canada.