Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client" or "you") and Genius Cloud Solutions Inc. ("Company," "we," or "us"), governing your access to and use of our website, platform, APIs, and professional services.

By clicking "I Agree," signing a Statement of Work (SOW), or otherwise accessing our services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.

If you do not agree to these Terms, you must not access or use our services.

Genius Cloud Solutions provides the following categories of professional and managed services:

• Managed Cloud Infrastructure: Design, provisioning, monitoring, and optimization of cloud environments on AWS, GCP, and Azure, including VPCs, compute clusters, storage, networking, and security configurations.
• Data Pipelines & ETL: End-to-end design and operation of data ingestion, transformation, and loading pipelines, including real-time streaming and batch processing architectures.
• AI/ML Solutions: Development, training, deployment, and monitoring of machine learning models, LLM-powered applications, and AI automation workflows tailored to client business objectives.
• Custom SaaS Development: Full-stack software development of web applications, internal tools, and SaaS platforms, including API integrations, front-end interfaces, and backend services.
• API Access: Programmatic access to our platform services via REST APIs, subject to rate limits and usage quotas specified in your subscription plan or SOW.
• Process & Pipeline Automation: Automation of recurring business processes, workflows, and operational pipelines using cloud-native and third-party tooling.

The specific scope, deliverables, and pricing for your engagement are set out in the applicable Statement of Work, proposal, or subscription agreement, which is incorporated by reference into these Terms.

To access certain services, you must register for an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

API keys issued to you are non-transferable and may not be shared with third parties. You must immediately notify us at legal@geniuscloudsolution.ca if you suspect unauthorized use of your API key or account. We reserve the right to revoke or rotate API keys at any time for security reasons.

You are solely responsible for all usage and charges incurred through your API keys, whether or not such usage was authorized by you.

You agree to use our services only for lawful purposes and in accordance with these Terms. You must not:

• Use our services to transmit, store, or process content that is illegal, harmful, fraudulent, or violates any applicable law or regulation.
• Attempt to gain unauthorized access to our systems, other clients' data, or third-party services accessed via our platform.
• Engage in activities that could disable, overburden, or impair our infrastructure, including denial-of-service attacks or excessive API requests beyond agreed quotas.
• Reverse-engineer, decompile, or disassemble any component of our software or platform.
• Resell, sublicense, or redistribute access to our services without prior written authorization.
• Use our services to develop competing products or benchmark our platform for the purpose of competitive analysis without our consent.
• Violate the privacy rights of individuals or process personal data in violation of applicable privacy laws, including GDPR and PIPEDA.

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account without prior notice.

Unless otherwise specified in your SOW or subscription agreement, the following payment terms apply:

• Invoicing: Invoices are issued on a Net-30 basis from the invoice date. Managed service fees are billed monthly in advance; project-based fees are billed per milestone as defined in the SOW.
• Late payment: Balances unpaid after 30 days from the due date are subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance, compounding monthly.
• Service suspension: Accounts with outstanding balances exceeding 60 days may be suspended without further notice until full payment is received. We are not liable for any losses arising from such suspension.
• Disputes: Payment disputes must be submitted in writing within 14 days of the invoice date. Undisputed portions of invoices remain due and payable.
• Taxes: All fees are exclusive of applicable taxes (including HST/GST). You are responsible for all taxes applicable to your purchase.
• Currency: All amounts are in Canadian Dollars (CAD) unless explicitly stated otherwise.

Our IP: All intellectual property in our platform, software, APIs, methodologies, frameworks, templates, and documentation ("Company IP") remains the exclusive property of Genius Cloud Solutions. These Terms do not grant you any ownership rights in Company IP. You receive a limited, non-exclusive, non-transferable license to use our services solely for your internal business purposes during the term of your engagement.

Client IP: You retain ownership of all data, content, and materials you provide to us ("Client Materials"). You grant us a limited license to use Client Materials solely to the extent necessary to perform the services.

Work Product: Unless otherwise agreed in writing in a SOW, custom deliverables developed specifically for you under a project engagement (excluding Company IP incorporated therein) shall be assigned to you upon receipt of full payment. You receive a perpetual, royalty-free license to use any incorporated Company IP within the deliverables.

Each party agrees to maintain in strict confidence all Confidential Information received from the other party and to use such information solely for the purpose of performing obligations or exercising rights under these Terms.

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including but not limited to business plans, technical architecture, pricing, client lists, and proprietary algorithms.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this agreement; (b) was rightfully known before disclosure; (c) is independently developed without reference to Confidential Information; or (d) must be disclosed by law, provided the disclosing party gives prompt written notice to the other party where legally permitted.

Confidentiality obligations survive termination of these Terms for a period of 3 years.

Where we process personal data on your behalf as a data processor, we will do so only in accordance with your documented instructions and applicable data protection laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and, where applicable, GDPR.

We implement and maintain appropriate technical and organizational security measures, including:

• Encryption of data in transit (TLS 1.2+) and at rest (AES-256).
• Access controls, audit logging, and role-based permissions for all personnel with access to client data.
• Regular security assessments, vulnerability scanning, and incident response procedures.
• Sub-processor agreements with all third-party infrastructure providers (AWS, GCP, Azure) ensuring equivalent data protection standards.

In the event of a data breach affecting your personal data, we will notify you without undue delay and no later than 72 hours after becoming aware of the breach. A Data Processing Agreement (DPA) is available upon request and may be required for engagements involving EU/EEA personal data.

For managed cloud infrastructure and platform services, we commit to the following Service Level Agreement (SLA):

• Uptime guarantee: 99.5% monthly uptime for production environments, measured as ((total minutes in month − downtime minutes) / total minutes in month) × 100.
• Scheduled maintenance: Excluded from uptime calculation with minimum 48 hours advance notice.
• SLA credits: If monthly uptime falls below 99.5%, you are entitled to a service credit equal to 5% of your monthly managed service fee for each 0.5% below the threshold, up to a maximum of 30% of monthly fees.
• Credit request: Credits must be requested in writing within 30 days of the end of the affected month and are applied to future invoices.
• Exclusions: The SLA does not apply to outages caused by: (a) your actions or failures; (b) third-party provider outages (AWS, GCP, Azure) beyond our reasonable control; (c) force majeure events; or (d) security attacks affecting your environment.

Service credits constitute your sole and exclusive remedy for SLA breaches. Credits do not apply to project-based or ad hoc services.

Exclusion of consequential damages: To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunity, or goodwill, even if advised of the possibility of such damages.

Aggregate cap: Our total aggregate liability to you for any and all claims arising out of or related to these Terms or our services — whether in contract, tort (including negligence), or otherwise — is limited to the total fees actually paid by you to us in the 3 months immediately preceding the event giving rise to the claim.

Essential basis: The limitations in this section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between us. We would not provide services on the terms herein without these limitations.

These limitations do not apply to liability arising from: (a) gross negligence or willful misconduct; (b) fraud or fraudulent misrepresentation; (c) death or personal injury caused by our negligence; or (d) any liability that cannot be excluded by applicable law.

You agree to indemnify, defend, and hold harmless Genius Cloud Solutions and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of our services in violation of these Terms or applicable law.
• Your Client Materials or data processed on your behalf, including any claim that such materials infringe third-party intellectual property rights.
• Your breach of any representation, warranty, or obligation under these Terms.
• Any claim by your end users arising from your products or services built using our platform.

We reserve the right, at our own expense, to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.

Term: These Terms remain in effect for the duration of your engagement or subscription, as specified in your SOW or subscription agreement.

Termination for convenience: Either party may terminate a month-to-month managed service subscription with 30 days' written notice. Project-based engagements may be terminated per the terms of the applicable SOW.

Termination for cause: Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within 15 days of written notice; (b) becomes insolvent or makes an assignment for the benefit of creditors; or (c) is subject to bankruptcy or insolvency proceedings.

Effect of termination: Upon termination: (a) your license to use our services ceases immediately; (b) all outstanding fees become due and payable within 14 days; (c) each party will promptly return or destroy Confidential Information of the other party; and (d) we will make your data available for export for 30 days before deletion.

Sections that by their nature should survive termination will survive, including Intellectual Property, Confidentiality, Payment Terms (for amounts owed), Limitation of Liability, Indemnification, and Governing Law.

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to conflict of law principles.

The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario sitting in Toronto for the resolution of any disputes not resolved through the dispute resolution process set out in Section 14.

The parties agree to attempt to resolve any dispute arising out of or relating to these Terms through the following process before resorting to litigation:

• Step 1 — Negotiation: Either party may submit a written dispute notice to the other. The parties' senior representatives will meet (in person or via video conference) within 15 business days to attempt to negotiate a resolution in good faith.
• Step 2 — Mediation: If negotiation fails within 30 days, either party may request non-binding mediation administered by the ADR Institute of Ontario. Costs of mediation are shared equally.
• Step 3 — Arbitration or Litigation: If mediation is unsuccessful within 60 days of the original dispute notice, either party may pursue arbitration under the Arbitration Act, 1991 (Ontario), or bring proceedings in the courts of Ontario.

Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm.

For legal inquiries, contract questions, or notices under these Terms, please contact our Legal Team: