Terms of Service

We last updated the Corvum Terms of Service on April 9, 2026.

Introduction

THESE TERMS OF SERVICE, including the Order(s) and any applicable Service Attachments, which by this reference are incorporated herein (“Agreement”), are a binding agreement between CloudPBX Inc., a Canadian Federal Private Corporation with its primary office at Suite 916, 470 Granville Street, Vancouver, BC, Canada, V6C 1V5, (“Corvum”), and the legal entity identified in the Order (“Customer”, “You”, “Your”). Corvum and Customer may be individually referred to as a “Party” or collectively as the “Parties.”

Corvum provides communications services (the “Services”) via the website, mobile apps, and equipment intended solely for business use, pursuant to the terms and conditions set forth in this Agreement and on the condition that customer accepts and complies with this Agreement. Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. Use of the Services and our website constitutes your agreement with and to be bound by all terms and conditions included in these Terms. Through the use of the Services, you (a) accept this agreement and agree that you are legally bound by its terms; and (b) represents and warrant that: (i) your representative is 19 years of age or of legal age to enter into a binding agreement; and (ii) has the right, power, and authority to enter into this agreement on behalf of the corporation, governmental organization, or other legal entity, and to bind such organization to these terms. If you do not agree to the terms of this agreement, neither yourself nor your End Users may download, install, or use the services or equipment.

Definitions

Capitalized terms not defined have the meaning given to them in “Attachment A – Definitions” below.

Ordering and Term

A. Ordering Services

You may order Services by executing an Order in the format provided by Corvum and submitting electronically on the Corvum website, communications with Corvum staff or, for subsequent Orders, via the Corvum Portal. The Order will identify the Services requested by you together with: (i) the price for each Service; (ii) scheduled Start Date; (iii) and products leased, licensed or sold to you, if any. An Order will become binding when it is executed by you and accepted by Corvum. Corvum may accept an Order by commencing performance of the requested Services. The Services will begin on the Start Date. You may purchase additional Services, software, and equipment through Orders via the Covum Portal or Support Desk.

B. Service Descriptions

The Service Attachment(s) applicable to your Services are incorporated into and forms a part of this Agreement.
Corvum Voice and Text is a cloud-based unified communications service that includes enterprise-class voice, fax, text, call handling, mobile apps, and BYOD capability that integrates with a growing list of applications.

C. Equipment

You may purchase equipment from Corvum for use with the Services, or bring your own suitable equipment purchased from the open market. Corvum staff will need to determine whether any particular equipment will be serviceable and not all makes/models are supported. Equipment rental is not available.

D. Term of this Agreement

The Term of this Agreement will commence on the Effective Date and continue until the last Order is terminated or expires, unless terminated earlier in accordance with its terms.

E. Services Term and Automatic Renewal

The Services Term will begin on the Start Date of the initial Order and continue for the initial term set forth in the initial Order (“Initial Term”). Upon expiration of the Initial Term, recurring Services will automatically renew for successive periods of the same length as the Initial Term (each a “Renewal Term”) unless you give notice of non-renewal at least thirty (30) days before the expiration of the Initial Term or the then-current Renewal Term. Upon discretion of Corvum staff, these notice terms may be waived or altered. The Corvum Portal may also provide the option of immediate cancellation. The term of any recurring Services added to the Account after the initial Order is submitted will start on the Start Date of the subsequent Order, will renew on its own specific renewal date, and be billed on its own billing cycle, separate from the preexisting services unless specified otherwise.

Invoicing and Payment

A. Prices and Charges

All prices are identified in either Canadian dollars (“CAD”) or US dollars (“USD”) on the Corvum website or Corvum Portal. Additional charges may result if you activate additional features, exceed usage thresholds, or purchase additional Services or equipment. Customer will be liable for all charges resulting from the use of the Services on their Account.

Recurring charges for the Services begin on the Start Date, and will continue for the Term. Recurring charges (such as charges for Digital Lines, Seats, product licenses, minute bundles, and equipment fees) will, once incurred, remain in effect for the then-current Term. Corvum will provide notice of any proposed increase in such charges no later than thirty (60) days before the increase will be effective. For Services on an annual recurring term, the updated price will take effect upon the next Term renewal. Administrative Fees that Corvum is entitled to pass on to its customers as a surcharge pursuant to applicable Law may be increased upon thirty (30) days’ written notice.

Outbound calling rates will be applied based on the rate in effect at the time of use. You may locate the currently effective rates in the Corvum Portal or website, or by request at the Support Desk.

B. Billing and Payment

All Services and equipment must be purchased via valid credit or debit card at the time of purchase. By providing a valid credit or debit card, you are expressly authorizing all Services and equipment charges and fees to be charged to such payment card, including recurring payments billed on a monthly or annual basis. In addition, your provided credit card shall be used for any in-month purchases of additional services and products, or where you have exceeded usage or threshold limits, any overage charges. Recurring charges are billed to the credit or debit card associated with your Account monthly in advance for those Services and equipment in the following month. Credit and debit card payments are subject to the approval of the card issuer, and Corvum will not be liable in any way if a card issuer refuses to accept a credit or debit card for any reason. You are responsible for any credit card chargeback or similar fees for refused or rejected payments that Corvum is entitled to charge under this Agreement. If the payment card associated with your Account is declined or fails for any reason, Corvum will send you a notice using the contact information associated with your Account. Corvum may continue to attempt charging your payment card for outstanding charges and additional fees along with any other rights and remedies available to Corvum under this Agreement, at law or in equity.

Unless otherwise stated at the time of purchase or on the billing statement, payment is due in full, without deduction or set-off, within thirty (30) days of the date on the billing statement. Any payment not made when due may be subject to a late payment fee equivalent to the lesser of (i) one and a half percent (1.5%) per month; or (ii) the highest rate allowed by Law. Corvum’s acceptance of late or partial payments (regardless of how they are marked or designated (including without limitation as ‘Paid in Full’, ‘Accord and Satisfaction’, or similarly) will not waive, limit, or prejudice in any way Corvum’s rights to collect any amount due. Corvum may, at its discretion, terminate the Services and this Agreement for non-payment if any fees or charges are not paid within thirty (30) days of the due date.

C. Taxes

All rates, fees, and charges are exclusive of applicable Taxes, for which you are solely responsible. Taxes may vary based on jurisdiction and the Services provided. Taxes, access fees, universal service or other recovery fees, or similar charges will be adjusted on the date in which those increases become effective as mandated by competent authority. If any withholding tax is levied on the payments, then you must increase the sums paid to Corvum so that the amount received by Corvum after the withholding tax is deducted is the full amount Corvum would have received if no withholding or deduction had been made.

D. Billing Disputes

If you reasonably and in good faith dispute any portion of Corvum’s charges, you must provide written notice to Corvum within thirty (30) days of the billing date, identifying the reason for the dispute and the amount being disputed. Your dispute as to any portion of the billing statement will not excuse your obligation to timely pay the undisputed portion of the billing statement. Upon resolution, you must pay any unpaid amounts within thirty (30) days. Any amounts that are found to be in error resulting in an overpayment by you will be applied as a billing credit against future charges. You will be reimbursed any such outstanding billing credits at the expiration or termination of this Agreement.

Provision of the Service

A. General Terms

Corvum will provide the Services as described in the relevant Service Attachment. Corvum may enhance, replace, and/or change the features of the Services, but it will not materially reduce the core features, functions, or security of the Services during the Term without your consent.

B. Customer Care

a) Corvum makes remote support available to any of your personnel and/or Account Administrators via the Corvum Support Desk, available 24/7, to attempt to resolve technical issues with, and answer questions regarding the use of the Services. Onsite and implementation services are not included in Corvum Support.

b) You may open a case with Corvum Customer Care by emailing support@corvum.io, or using our support desk portal. Any individual contacting Customer Care on behalf of Customer must be authorized to do so on behalf of the Account, and will be required to follow Corvum’s authentication protocol.

c) All efforts will be made to address your question or issue, the Corvum Customer Care team has a policy of replying to tickets within one hour during normal business hours, and resolving as quickly as possible.

C. Professional Services

Corvum offers a broad portfolio of professional services that include remote implementation services; extended enterprise services including dedicated proactive network monitoring and premium technical support; and consulting. Any such services are governed by this Agreement, the Professional Services terms, and any applicable Statement of Work (SOW), which may be attached hereto.

D. Subcontracting

Corvum may provide any of the Services hereunder through any of its Affiliates or subcontractors, provided that Corvum will bear the same degree of responsibility for acts and omissions for those subcontractors acting on Corvum’s behalf in the performance of its obligations under this Agreement as it would bear if such acts and omissions were performed by Corvum directly.

Use of the Service

Termination

A. Termination for Cause

Either Party may terminate this Agreement and any Services purchased hereunder in whole or part by giving written notice to the other Party if the other Party: i) breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of such notice; ii) at the written recommendation of a government or regulatory agency following a change in either applicable Law or the Services; or iii) upon the commencement by or against the other Party of insolvency, receivership or bankruptcy proceedings or any other proceedings or an assignment for the benefit of creditors.

B. Effect of Termination

i. If you terminate the Services, a portion of the Services, or this Agreement in its entirety due to Corvum’s material breach under Section 6(A) (Termination for Cause), you will not be liable for any fees or charges for terminated Services for any period subsequent to the effective date of such termination (except those arising from continued usage before the Services are disconnected), and Corvum will provide you a pro-rata refund of all any prepaid and unused fees or charges paid by you for terminated Services.

Ii. If this Agreement or any Services are terminated for any reason other than as a result of a material breach by Corvum or as set forth in Section 14(K) (Regulatory and Legal Changes) you must, to the extent permitted by applicable Law and without limiting any other right or remedy of Corvum, pay within thirty (30) days of such termination all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Services for the remainder of the then-current Term plus related Taxes and fees.

A. Service Requirements

The Services are provided on an ‘as-is’ basis, and are dependent upon your maintenance of sufficient Internet access, networks and power. Corvum is not responsible for any deficiencies in the provision of the Services, but does ensure that the highest level of quality is maintained within all elements that are within Corvum’s control.

B. Use Policies

You and your End Users may use the Services only in compliance with this Agreement, applicable Law, and the Use Policies referenced below, which are incorporated into and form part of this Agreement. You may not use, or permit the use of the Services, to interfere with the use of Corvum’s service by others or with the operation of the Corvum Network. You may not resell the Services. You must ensure that its End Users comply with the Use Policies. Any breach of this Section (Use Policies) will be deemed a material breach of this Agreement.

Corvum may update the Use Policies from time to time. Such updates will become effective once the policy is updated on the website.

i. Acceptable Use Policy

The Services must be used in accordance with Corvum’s Acceptable Use Policy, please request a copy of the Acceptable Use Policy from support@corvum.io. Notwithstanding anything to the contrary in this Agreement, Corvum may act immediately and without notice to suspend or limit the Services if Corvum reasonably suspects fraudulent or illegal activity in the Customer’s Account, a material breach of the Acceptable Use Policy, or use of the Services that could interfere with the functioning of the Corvum Network provided such suspension or limitation may only be to the extent reasonably necessary to protect against the applicable condition, activity, or use. Corvum will promptly remove the suspension or limitation as soon as the condition, activity or use is resolved and mitigated in full. If Customer anticipates legitimate but unusual activity on its Account, Customer should contact Corvum Support in advance to avoid any Service disruption.

ii. Emergency Services (911)

This section contains important provisions, including those regarding 911 service.

Description: VoIP services allow you to make or receive telephone calls over the Internet to or from the public switched telephone network. The nature of VoIP telephone calls, while appearing similar to traditional telephone calling services, create unique limitations and circumstances, and you acknowledge and agree that differences exist between traditional telephone service and VoIP telephone services, including the lack of traditional 911 emergency services.

911 service: Because of the unique nature of VoIP telephone calls, emergency calls to 911 through your VoIP service will be handled differently than traditional phone service. The following provisions describe the differences and limitations of 911 emergency calls, and you hereby acknowledge and understand the differences between traditional 911 service and VoIP calls with respect to 911 calls placed to emergency services from your account as described below.

Placing 911 calls: When you make a 911 emergency call, the VoIP service will attempt to automatically route your 911 call through a third-party service provider to the Public Safety Answering Point (“PSAP”) corresponding to your address of record on your account. However, due to the limitations of the VoIP telephone services, your 911 call may be routed to a different location than that which would be used for traditional 911 dialling. For example, your call may be forwarded to a third-party specialized call centre that handles emergency calls. This call centre is different from the PSAP that would answer a traditional 911 call which has automatically generated your address information, and consequently, you may be required to provide your name, address, and telephone number to the call centre.

How your information is provided: The VoIP service will attempt to automatically provide the PSAP dispatcher or emergency service operator with the name, address and telephone number associated with your account. However, for technical reasons, the dispatcher receiving the call may not be able to capture or retain your name, phone number or physical location. Therefore, when making a 911 emergency call, you must immediately inform the dispatcher of your location (or the location of the emergency, if different). If you are unable to speak, the dispatcher may not be able to locate you if your location information is not up to date.

Correctness of information: You are responsible for providing, maintaining, and updating correct contact information (including name, residential address and telephone number) with your account. If you do not correctly identify the actual location where you are located, or if your account information has recently changed or has otherwise not been updated, 911 calls may be misdirected to an incorrect emergency response site.

Disconnections: You must not disconnect the 911 emergency call until told to do so by the dispatcher, as the dispatcher may not have your number or contact information. If you are inadvertently disconnected, you must call back immediately.

Connection time: For technical reasons, including network congestion, it is possible that a 911 emergency call will produce a busy signal or will take longer to connect when compared with traditional 911 calls.

911 calls may not function: For technical reasons, the functionality of 911 VoIP emergency calls may cease or be curtailed in various circumstances, including but not limited to:

Failure of service or your service access device – if your system access equipment fails or is not configured correctly, or if your VoIP service is not functioning correctly for any reason, including power outages, VoIP service outage, suspension or disconnection of your service due to billing issues, network or Internet congestion, or network or Internet outage in the event of a power, network or Internet outage; you may need to reset or reconfigure the system access equipment before being able to use the VoIP service, including for 911 emergency calls; and changing locations – if you move your system access equipment to a location other than that described in your account information or otherwise on record with (company name).

Alternate services: If you are not comfortable with the limitations of 911 emergency calls, (company name) recommends that you terminate the VoIP services or consider an alternate means for accessing traditional 911 emergency services.

Inform other users: You are responsible for notifying, and you agree to notify, any user or potential users of your VoIP services of the nature and limitations of 911 emergency calls on the VoIP services as described herein.

Upon signing up for the Services and at subsequent times as requested by Corvum, you agree to provide Corvum with your true, accurate, current, and complete personal name and/or business name, administrator name, billing address, shipping address, the addresses where the Services will primarily be used, 911 registered address for each applicable device, email address, contact phone number, credit card information, and other data which may be necessary to administer your Account (collectively, “911 Data”). You represent and warrant that the information you provide is accurate, current, and complete, and agree to promptly update any of the information if it changes. If you provide 911 Data that is, or that Corvum suspects to be, false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, Corvum has the right, in its sole discretion, to suspend or terminate the Services and refuse any and all current or future use of all Services by you, your business(es), affiliates and all users of your Account. At all times, you shall maintain and promptly update 911 Data. Upon completion of all 911 Data and acceptance of this Agreement, Corvum will provide you with, as applicable, a password(s), user ID(s), telephone number(s), and other account information. You are solely liable for any transactions or activities by you or anyone else that occur on Your Account. You shall immediately notify Corvum of any unauthorized use of your Account or if any other breach of security has occurred. In no event shall Corvum be liable for any unauthorized use of your Account.

You represent and warrant that you have made and will maintain at all times wireless or traditional wireline telephone service that will enable you to call 911 and any other applicable emergency service number. You represent and warrant that you will not use the Services in environments requiring fail-safe performance or in which the failure of the Services could lead directly to death, personal injury, or severe physical or environmental damage. You represent and warrant that the 911 Data, user name, contact information, office location (as defined in the Services), and all other information provided in connection with your Account are true and correct at all times.

Your use, and use by your employees, guests and other third parties, of Corvum’s emergency calling services are subject to the limitations described herein. The availability of certain features, such as transmission of your location or a call back number, depends on whether local emergency response centers support those features and other factors outside of Corvum’s control. Corvum rely on qualified third parties to assist us in routing emergency service calls and text messages. Corvum do not have control over local emergency response centers, emergency calling centers, emergency responders, or other third parties.

Corvum disclaims all responsibility for the conduct of emergency response centers and all third parties involved in the provision of emergency response services. To the extent permitted by applicable law, you hereby release, discharge, and hold us harmless from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.

You agree to indemnify and hold us and any of Corvum’s third-party provider(s) harmless from any and all third-party claims, losses, damages, fines, or penalties arising out of: (i) you or your users’ provision of incorrect information, including incorrect addresses, or failure to update your or users’ locations consistent with this policy and applicable law; (ii) your failure to properly notify any person who may place calls using the emergency calling services of the emergency calling limitations; (iii) the absence, failure, or outage of emergency service dialing using the Services for any reason; and (iv) the inability of any user to be able to dial emergency services or to access emergency service personnel for any reason.

Intellectual Property

A. Limited License

i. Subject to, and conditional upon Customer’s compliance with, the terms of this Agreement, Corvum grants to Customer and its End User, a limited, personal, revocable, non-exclusive, non-transferable (other than as permitted under this Agreement), non-sublicensable license to use any software provided or made available by Corvum to the Customer as part of the Services (“Software”) to the extent reasonably required to use the Services as permitted by this Agreement, only for the duration that Customer is entitled to use the Services and subject to the Customer being current on its payment obligations.

ii. Customer will not, and will not allow its End Users, to:

a) Sublicense, resell, distribute or assign its right under the license granted under this Agreement to any other person or entity;

b) modify, adapt or create derivative works of the Software or any associated documentation;

c) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Software;

d) use the Software for infringement analysis, benchmarking, or for any purpose other than as necessary to use the Services Customer is authorized to use;

e) create any competing Software or Services; or

f) remove any copyright or other proprietary or confidential notices on any Software or Services.

B. IP Rights

i. Corvum’s Rights

Except as expressly provided in this Agreement, the limited license granted to Customer under Section 7(A) (Limited License) does not convey any ownership or other rights or licenses, express or implied, in the Services, any related materials, or in any Intellectual Property and no IP Rights or other rights or licenses are granted, transferred, or assigned to Customer, any End User, or any other party by implication, estoppel, or otherwise. All rights not expressly granted herein are reserved and retained by Corvum and its licensors. The Software and Services may comprise or incorporate services, software, technology or products developed or provided by third parties, including open source software or code. Customer acknowledges that misuse of Corvum Services may violate third-party IP Rights.

ii. Customer Rights

As between Corvum and Customer, Customer retains title to all IP Rights that are owned by the Customer or its suppliers. To the extent reasonably required or desirable for the provision of the Services, Customer grants to Corvum a limited, personal, non-exclusive, royalty-free, license to use Customer’s IP Rights in the same. Customer must provide (and is solely responsible for providing) all required notices and obtaining all licenses, consents, authorizations or other approvals related to the use, reproduction, transmission, or receipt of any Customer Content that includes personal or Confidential Information or incorporates any third-party IP rights.

C. Use of Marks

Neither Party may use or display the other Party’s trademarks, service mark or logos in any manner without such Party’s prior written consent.

Confidentiality

A. Restrictions on Use or Disclosures by Either Party

During the Term of this Agreement and for at least one (1) year thereafter, the Receiving Party shall hold the Disclosing Party’s Confidential Information in confidence, shall use such Confidential Information only for the purpose of fulfilling its obligations under this Agreement, and shall use at least as great a standard of care in protecting the Confidential Information as it uses to protect its own Confidential Information.

Each Party may disclose Confidential Information only to those of its employees, agents or subcontractors who have a need to it in order to perform or exercise such Party’s rights or obligations under this Agreement and who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement. Each Party may disclose the other Party’s Confidential Information in any legal proceeding or to a governmental entity as required by Law.

These restrictions on the use or disclosure of Confidential Information do not apply to any information which is independently developed by the Receiving Party or lawfully received free of restriction from another source having the right to so furnish such information; after it has become generally available to the public without breach of this Agreement by the Receiving Party; which at the time of disclosure was already known to the Receiving Party, without restriction as evidenced by documentation in such Party’s possession; or which the Disclosing Party confirms in writing is free of such restrictions.

Upon termination or expiry of this Agreement, the Receiving Party will promptly delete, destroy or, at the Disclosing Party’s request, return to the Disclosing Party, all Disclosing Party’s Confidential Information in its possession, including deleting or rendering unusable all electronic files and data that contain Confidential Information, and upon request will provide the Disclosing Party with certification of compliance with this subsection.

Data Protection

A. Data Privacy

Corvum respects Customer’s privacy and will only use the information provided by Customer to Corvum or collected in the provision of the Services in accordance with the Privacy Notice available at https://corvum.io/privacy-policy/, which is incorporated by reference. Corvum may update the Privacy Notice and the Data Security Policy from time to time, and will provide notice of such update to Customer at the email address on file with the Account. Such updates will be effective once they have been published on the website.

B. Data Security

Corvum will take commercially reasonable precautions, including, without limitation, technical (e.g., firewalls and data encryption), administrative and physical measures, to help safeguard Customer’s Account, Account Data, and Customer Content against unauthorized use, disclosure, or modification.

You must protect all Endpoints using industry-standard security measures. You are solely responsible to keep all user identifications and passwords secure. You must monitor use of the Services for possible unlawful or fraudulent use. You must notify Corvum immediately if you become aware or have reason to believe that the Services are being used fraudulently or without authorization by any End User or third party. Failure to notify Corvum may result in the suspension or termination of the Services and additional charges to Customer resulting from such use. Corvum will not be liable for any charges resulting from unauthorized use of Customer’s Account.

Additional measures are available at https://corvum.io/security-policy/.

C. Software Changes

Corvum may from time to time push software updates and patches directly to your device(s) for installation, and you must not prevent Corvum from doing so. You must promptly implement all fixes, updates, upgrades and replacements of software and third-party software that may be provided by Corvum. Corvum will not be liable for inoperability of the Services or any other Service failures due to your failure to timely implement the required changes. Your continued use of the Services following any modification of the Services constitutes your agreement with any such changes or updates.

LIMITATION OF LIABILITY

A. Excluded Damages

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL CORVUM BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO CORVUM IN CONNECTION WITH THE SERVICES IN THE THREE (3) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

B. Direct Damages

EXCEPT AS SET FORTH HEREIN, THE TOTAL CUMULATIVE LIABILITY OF THE PARTIES UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE PREVIOUS THREE (3) MONTHS. LIMITATIONS UNDER THIS SECTION 10(B) (DIRECT DAMAGES) WILL NOT APPLY TO: I) CUSTOMER PAYMENT OBLIGATIONS; II) EITHER PARTY’S LIABILITY FOR INFRINGEMENT OF THE OTHER PARTY’S IP RIGHTS; III) EITHER PARTY’S LIABILITY RESULTING FROM GROSS NEGLIGENCE, FRAUD, OR WILLFUL OR CRIMINAL MISCONDUCT; OR IV) CUSTOMER’S LIABILITY RESULTING FROM USE OF THE SERVICES IN BREACH OF THE ACCEPTABLE USE POLICY OR EMERGENCY SERVICES POLICY.

NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ANY LIABILITY WHICH MAY NOT BE RESTRICTED, LIMITED OR EXCLUDED PURSUANT TO APPLICABLE LAW.

C. Survival

The limitations of liability contained in this Section 10 (Limitation of Liability) will survive termination or expiration of this Agreement and apply in any and all circumstances (except as expressly set forth above), including without limitation in the event of any failure of the essential purpose of any limited warranty or available remedy provided herein.

Indemnification

A. Indemnification Obligations

Customer agrees to indemnify and defend Corvum and its Affiliates at Customer’s expense, from and against any and all third-party claims, arising out of or in connection with: i) material violation of applicable Law by the Customer or its End Users in connection with the use of the Services; ii) use of the Services in a manner not authorized by this Agreement; iii) failure to promptly install any updates of any software or firmware or accept or use modified or replacement items provided by or on behalf of Corvum, or iv) claims relating to Customer Content. Further, Customer will indemnify and hold harmless Corvum against all damages, costs, and legal fees finally awarded against Corvum by a court of competent jurisdiction in connection with such third-party claim, or agreed to in a written settlement agreement approved in writing by the Customer.

B. Defense and Indemnification Procedures

Any Party seeking defense or indemnification (the “Indemnified Party”) must provide the Party from which it seeks such indemnification or defense (the “Indemnifying Party”) with the following: (a) prompt written notice of the third-party claim, (b) sole control over the defense and settlement of the third-party claim, and (c) reasonable information, cooperation, and assistance in connection with the defense and settlement of the third-party claim. The Indemnified Party’s failure to comply with the foregoing obligations will not relieve the Indemnifying Party of its defense or indemnification obligations under this Section (Indemnification), except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party will have the right to participate at its own expense in the defense of such third-party claim, including any related settlement negotiations. No such claim may be settled or compromised by the Indemnifying Party without the Indemnified Party’s express written consent (which such consent may not be unreasonably withheld, conditioned, or delayed), unless such settlement or compromise includes a full and complete release of all claims and actions against the Indemnified Party by each party bringing such third-party claim.

Warranties

A. Corvum Warranty

Corvum will provide the Services using a commercially reasonable level of skill and care, in material compliance with all applicable Laws and otherwise subject to the terms of this Agreement. To the extent permitted by Law, Corvum shall pass through to Customer any and all warranties Corvum receives in connection with equipment provided to Customer.

B. Customer Warranty

Customer’s and its End Users’ use of the Services must at all times comply with all applicable Laws and this Agreement.

C. Disclaimer of Warranties

Corvum does not make any representations or warranties concerning the Services. Additional services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Corvum. THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Dispute Resolution

A. Good Faith Attempt to Settle Disputes

In the event of any dispute or claim arising out of or relating to the Agreement (a “Dispute”), each Party will appoint a duly authorized representative which will confer with the other Party before either Party brings legal action, to make a reasonable and good faith effort to settle or otherwise resolve such Dispute.

B. Venue

In the event that the Parties are unable to resolve a Dispute, any related action, lawsuit, or proceeding must be brought in and adjudicated exclusively by provincial or federal courts located in Vancouver, British Columbia, Canada. Each Party hereby consents to and agrees to submit to the exclusive venue and personal jurisdiction of such courts with respect to any such actions or lawsuits and irrevocably waives any right that it might have to assert that either forum is not convenient or that any such courts lack jurisdiction.