NOTE: These terms apply to Cloudwifi’s business, property, and managed-network customers. Individual residential subscriber services are governed by Cloudwifi’s Internet Terms of Service.

Last Updated: December 4, 2025

This Network Services Agreement (the “Agreement”) governs certain Internet, managed Wi-Fi, network, connectivity, and related services provided by Cloudwifi Inc. (“Cloudwifi”, “we”, “us”, or “our”) to business, property-owner, property-management, institutional, and managed-network customers (“Customer”, “you”, or “your”).

This Agreement does not replace Cloudwifi’s separate Internet Terms of Service, Phone and 9-1-1 Terms of Service, or other consumer-facing service terms that apply when an individual resident or consumer subscribes directly to a Cloudwifi service. Where those terms apply, they govern that individual consumer service.

1. Agreement Structure and Order of Precedence

This Agreement, together with the applicable quote, proposal, service order, statement of work, schedule, or other document accepted by both parties that identifies the services, pricing, service location, term, and any service-specific commitments (each, an “Order”), forms the agreement between Cloudwifi and Customer.

The Agreement may also incorporate:

• Cloudwifi’s Acceptable Use Policy;
• Cloudwifi’s Privacy Policy;
• any service-specific terms, service-level agreement, installation plan, or addendum; and
• any written change order signed or otherwise accepted by both parties.

If there is a conflict between the documents, the following order applies:

1. the applicable Order or signed addendum;
2. any service-specific terms or service-level agreement;
3. this Agreement;
4. the Acceptable Use Policy; and
5. the Privacy Policy.

The Privacy Policy governs Cloudwifi’s handling of Personal Information and will prevail where it addresses a privacy matter.

2. Services

Cloudwifi will provide the services described in the applicable Order (the “Services”) at the service location identified in that Order (the “Service Location”).

Services may include Internet access, managed Wi-Fi, network design, equipment, monitoring, support, static IP addresses, managed switches, managed routers, building-systems connectivity, cloud-managed network services, or other related services.

Cloudwifi may use its own network, third-party facilities, upstream carriers, cloud providers, equipment suppliers, contractors, and service partners to provide the Services.

Unless expressly stated otherwise in an Order, Cloudwifi is not responsible for services, equipment, wiring, facilities, applications, or systems that are owned, controlled, or operated by Customer or a third party.

3. Orders, Changes, and Service Availability

An Order becomes binding when it is signed, electronically accepted, or otherwise confirmed in writing by Cloudwifi and Customer.

Cloudwifi may require a site review, technical assessment, credit review, or confirmation of service availability before accepting an Order. If Cloudwifi determines that the Services cannot reasonably be provided as proposed, Cloudwifi may revise the Order, propose an alternative solution, or decline the Order without liability.

Changes to the scope, service location, equipment, configuration, pricing, installation requirements, or term of the Services must be documented in a written change order or other written confirmation accepted by both parties.

Cloudwifi may modify its network architecture, equipment, routing, carriers, technologies, software, or operational methods where reasonably necessary to operate, secure, maintain, improve, or replace the Services. Cloudwifi will not materially reduce a contracted service commitment without Customer’s consent, except where reasonably necessary for security, technical, legal, regulatory, or operational reasons.

4. Installation, Access, and Customer Cooperation

Customer will provide Cloudwifi and its representatives with safe, timely, and reasonable access to the Service Location, equipment rooms, risers, conduits, telecommunications spaces, electrical rooms, suites, offices, and other areas reasonably required to install, inspect, maintain, repair, replace, upgrade, or remove Cloudwifi equipment and provide the Services.

Customer represents that it has the authority to grant this access and will obtain any approvals, permissions, consents, or notices required from owners, occupants, landlords, condominium corporations, property managers, or other third parties.

Unless otherwise stated in an Order, Customer is responsible for providing and maintaining:

• suitable equipment space;
• reliable electrical power;
• appropriate heating, ventilation, cooling, and environmental conditions;
• secure access to Cloudwifi equipment;
• inside wiring, pathways, conduits, and patching required beyond the scope of Cloudwifi’s work; and
• access to Customer-owned systems, devices, or technical contacts where reasonably required for installation or support.

Customer will ensure that the Service Location remains reasonably safe and accessible. Cloudwifi may suspend work where site conditions create a health, safety, security, or technical concern.

Where Cloudwifi and Customer have entered into a separate telecommunications access agreement, licence agreement, or building access agreement, that agreement will govern matters relating to access, common elements, conduit, equipment spaces, and building infrastructure.

5. Cloudwifi Equipment

Any equipment supplied, installed, loaned, rented, or otherwise provided by Cloudwifi, including routers, switches, access points, gateways, cabling, optical equipment, power supplies, controllers, and related components (“Cloudwifi Equipment”), remains the property of Cloudwifi unless an Order expressly states otherwise.

Customer will not sell, transfer, relocate, alter, tamper with, reverse engineer, damage, disconnect, or permit unauthorized access to Cloudwifi Equipment.

Customer is responsible for loss of or damage to Cloudwifi Equipment caused by Customer, its employees, contractors, occupants, guests, agents, or anyone for whom Customer is responsible, excluding ordinary wear and tear.

Upon expiry or termination of the Services, Customer will provide Cloudwifi reasonable access to recover Cloudwifi Equipment. If Customer is required to return equipment under an Order and does not do so within thirty (30) days of the requested return date, Cloudwifi may charge Customer the reasonable replacement cost of the unreturned equipment.

6. Customer Equipment and Responsibilities

Customer is responsible for all equipment, devices, applications, wiring, systems, and services that are not expressly identified in an Order as Cloudwifi Equipment or Cloudwifi’s responsibility.

Customer will:

• maintain current and accurate account, billing, and technical-contact information;
• designate one or more authorized contacts for service and technical matters;
• maintain appropriate security for Customer-owned devices, routers, passwords, Wi-Fi networks, and systems;
• ensure that its devices and systems are properly configured and reasonably protected against malware, unauthorized access, and other security risks;
• promptly notify Cloudwifi of suspected unauthorized access, network abuse, compromised equipment, or a material security incident involving the Services;
• cooperate reasonably with Cloudwifi when investigating a service issue, security incident, or suspected breach of this Agreement or the Acceptable Use Policy; and
• ensure that anyone using the Services through Customer complies with this Agreement and the Acceptable Use Policy.

Customer is responsible for maintaining appropriate backup systems, data backups, surge protection, uninterruptible power supplies, redundancy, and contingency plans for its operations.

Unless expressly stated in an Order, the Services are not designed or intended to be used as the sole communications path for life-safety systems, emergency services, fire panels, elevators, medical systems, security monitoring, alarm systems, access controls, or any application where service interruption could cause injury, death, property damage, or significant business interruption. Customer is responsible for determining whether additional redundancy, backup connectivity, cellular failover, telephone lines, monitoring, or other protections are required.

7. Service Performance, Wi-Fi, and Maintenance

Cloudwifi will use commercially reasonable efforts to provide the Services substantially in accordance with the applicable Order.

Unless an Order contains a specific written service-level commitment, the Services are provided on a commercially reasonable efforts basis. Cloudwifi does not guarantee that the Services will be uninterrupted, error-free, available at all times, or free from latency, packet loss, congestion, or other performance variation.

Any speed, throughput, bandwidth, capacity, coverage, or performance figure stated in an Order or other Cloudwifi material is subject to the applicable technical conditions and may be measured at the network handoff point, not at an individual device.

Actual performance may be affected by factors including:

• Wi-Fi interference, radio-frequency conditions, building materials, device capability, network design, and the number of connected devices;
• Customer-owned equipment, wiring, software, applications, and configurations;
• Internet destinations, content providers, cloud applications, and third-party networks;
• upstream carrier or utility outages;
• power interruptions, severe weather, emergencies, construction, vandalism, and events beyond Cloudwifi’s reasonable control; and
• maintenance, upgrades, security events, and network-management measures.

Cloudwifi may interrupt or limit the Services where reasonably necessary to perform planned maintenance, emergency repairs, upgrades, security work, or network changes. Cloudwifi will provide advance notice where reasonably practicable.

Unless expressly stated in an Order, Customer is not entitled to a refund, credit, setoff, or other compensation for a service interruption.

8. Network Management and Acceptable Use

Customer and all users of the Services must comply with Cloudwifi’s Acceptable Use Policy, as amended from time to time.

Cloudwifi may use reasonable technical, operational, and security measures to protect its network, equipment, customers, and services. Such measures may include monitoring connection status, traffic volume, IP addresses, protocol information, service-performance information, security indicators, and other technical information reasonably required to operate, secure, and support the Services.

Cloudwifi does not routinely monitor the content of Customer’s Internet communications.

Cloudwifi may investigate suspected misuse, security incidents, fraud, network abuse, unlawful activity, or violations of this Agreement or the Acceptable Use Policy. Cloudwifi may restrict, filter, block, suspend, or otherwise manage traffic or access where reasonably necessary to protect the network, address a security threat, comply with law, enforce this Agreement, or deliver the applicable service plan.

9. Fees, Invoicing, and Payment

Customer will pay the fees, charges, taxes, and other amounts specified in the applicable Order.

Unless otherwise stated in an Order:

• recurring charges will be invoiced monthly in advance;
• usage-based charges, third-party pass-through charges, and one-time charges may be invoiced in arrears or when incurred;
• all invoices are due within thirty (30) days of the invoice date;
• all fees are exclusive of applicable taxes; and
• Customer must pay all undisputed amounts without setoff, deduction, or withholding.

If Customer disputes an invoice, Customer must notify Cloudwifi in writing within sixty (60) days of the invoice date, identify the disputed amount, and provide reasonable details of the dispute. Customer must continue paying all undisputed amounts while the parties work in good faith to resolve the dispute.

Amounts not paid when due may accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower. Customer is responsible for reasonable costs incurred by Cloudwifi in collecting overdue amounts, including collection-agency fees and reasonable legal costs.

Cloudwifi may correct billing errors and issue credits or revised invoices where appropriate.

10. Price Changes

During a fixed Initial Term, Cloudwifi will not increase recurring fees except as expressly permitted by the applicable Order, agreed in a written change order, required by law, or attributable to Customer-requested changes, third-party pass-through charges, taxes, or circumstances outside Cloudwifi’s reasonable control.

For month-to-month Services or Renewal Terms, Cloudwifi may change rates or service offerings by providing at least thirty (30) days’ prior written notice, unless a shorter notice period is reasonably necessary due to a legal, regulatory, security, or upstream-carrier requirement.

11. Term and Renewal

The initial term, renewal terms, and any minimum service commitment are set out in the applicable Order.

If an Order does not specify a term, the Services will be provided on a month-to-month basis.

Where an Order includes a fixed term, the Services will automatically renew for successive renewal terms of the same duration or one (1) year, whichever is shorter, unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term.

12. Customer Cancellation

Customer may cancel the Services in accordance with the applicable Order.

For month-to-month Services, Customer may cancel by providing at least thirty (30) days’ written notice, unless the Order specifies a different notice period.

If Customer terminates Services before the end of a fixed term, Customer remains responsible for:

• all charges owing up to the effective termination date;
• any applicable Early Termination Fee or other charge expressly stated in the Order;
• reasonable costs incurred by Cloudwifi in connection with Customer-requested removal, recovery, or decommissioning work; and
• return of Cloudwifi Equipment, where applicable.

Nothing in this Agreement limits any cancellation right or consumer protection right that cannot be waived under applicable law.

13. Suspension and Termination by Cloudwifi

Cloudwifi may suspend, restrict, block, or terminate all or part of the Services where Customer:

• fails to pay undisputed charges when due;
• breaches this Agreement, an Order, or the Acceptable Use Policy;
• provides inaccurate or misleading information material to the Services;
• fails to provide reasonably required access, approvals, cooperation, power, space, or technical conditions;
• interferes with, damages, relocates, or misuses Cloudwifi Equipment;
• becomes insolvent, makes an assignment for the benefit of creditors, or enters bankruptcy proceedings;
• creates or permits a security threat, network-abuse issue, fraud risk, unlawful activity, or material service disruption; or
• uses the Services in a manner that may cause Cloudwifi or an upstream provider to breach a legal, regulatory, contractual, or technical obligation.

Where practical, Cloudwifi will provide notice of the issue and a reasonable opportunity to cure before suspending or terminating the Services.

Cloudwifi may take immediate action without prior notice where reasonably necessary to protect its network, equipment, employees, other customers, or the public; to comply with law or a regulatory requirement; to address an emergency or security threat; or to prevent ongoing harm.

Cloudwifi may terminate an affected Service on thirty (30) days’ written notice if Cloudwifi is no longer able to provide it due to an upstream carrier decision, regulatory requirement, material technical limitation, or circumstance beyond Cloudwifi’s reasonable control. Cloudwifi will use reasonable efforts to offer an alternative solution where available.

14. Privacy and Confidential Information

Cloudwifi’s Privacy Policy explains how Cloudwifi collects, uses, discloses, retains, and protects Personal Information.

Each party will protect the other party’s Confidential Information using at least reasonable care and will use it only as necessary to perform or receive the Services, exercise its rights, or comply with legal obligations.

“Confidential Information” means non-public business, financial, technical, operational, security, pricing, customer, or other information that a reasonable person would understand to be confidential based on its nature or the circumstances of disclosure.

Confidential Information does not include information that:

• is or becomes publicly available through no breach of this Agreement;
• was lawfully known by the receiving party before disclosure;
• is independently developed without use of the disclosing party’s Confidential Information; or
• is lawfully received from a third party without confidentiality restrictions.

A party may disclose Confidential Information to its employees, contractors, service providers, advisors, insurers, lenders, purchasers, or regulators who need the information for a legitimate purpose and are subject to appropriate confidentiality obligations.

A party may also disclose Confidential Information where required by law, court order, or regulatory requirement, provided that it gives notice where legally permitted and reasonably practicable.

15. Intellectual Property

Cloudwifi and its licensors retain all rights, title, and interest in Cloudwifi Equipment, networks, software, systems, documentation, trademarks, service marks, designs, processes, and other intellectual property used to provide the Services.

Customer receives a limited, non-exclusive, non-transferable right to use the Services during the term solely for Customer’s internal use and in accordance with this Agreement and the applicable Order.

Nothing in this Agreement transfers ownership of Cloudwifi intellectual property to Customer.

Customer retains ownership of Customer’s own data, content, systems, and intellectual property.

16. Third-Party Services and Content

Cloudwifi does not control and is not responsible for Internet content, websites, software, cloud applications, devices, or services offered by third parties.

Customer is responsible for evaluating and managing third-party content and services accessed through the Services.

Cloudwifi is not responsible for any transaction, loss, damage, security issue, service interruption, or other matter arising from Customer’s use of a third-party product, service, application, website, carrier, cloud provider, or Internet destination.

17. Limited Warranty and Disclaimers

Cloudwifi will provide the Services using commercially reasonable skill and care.

Except as expressly stated in an Order, and to the maximum extent permitted by applicable law, the Services and Cloudwifi Equipment are provided “as available” and without any express or implied warranty, representation, or condition, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, error-free operation, or compatibility with Customer systems or third-party services.

Cloudwifi does not warrant that:

• the Services will meet every Customer requirement;
• the Services will operate without interruption or delay;
• data or communications will be transmitted without loss, corruption, interception, or delay;
• Wi-Fi coverage or performance will be identical throughout a Service Location; or
• the Services will be compatible with every device, application, system, or third-party service.

18. Limitation of Liability

To the maximum extent permitted by applicable law, Cloudwifi will not be liable for any indirect, special, incidental, consequential, exemplary, punitive, or economic loss or damage, including loss of revenue, profit, business opportunity, goodwill, anticipated savings, data, use, productivity, or the cost of obtaining substitute services.

Cloudwifi’s total aggregate liability arising out of or related to the Services, this Agreement, or any Order will not exceed the total recurring fees paid by Customer to Cloudwifi for the affected Services during the three (3) months immediately preceding the event giving rise to the claim.

The limitations in this section apply regardless of the form of action, whether in contract, tort, negligence, strict liability, statute, or otherwise, and even if Cloudwifi has been advised of the possibility of such damages.

Nothing in this Agreement limits liability that cannot legally be limited or excluded under applicable law.

19. Customer Indemnity

Customer will defend, indemnify, and hold harmless Cloudwifi, its affiliates, employees, directors, officers, contractors, and agents from and against any third-party claims, losses, liabilities, damages, costs, and reasonable legal fees arising from:

• Customer’s or an authorized user’s breach of this Agreement, an Order, or the Acceptable Use Policy;
• Customer’s unlawful, negligent, fraudulent, or unauthorized use of the Services;
• Customer content, data, systems, equipment, or applications;
• Customer’s failure to obtain required permissions, consents, or access rights; or
• Customer’s use of the Services in a manner that infringes a third party’s rights or causes harm to a third party.

Cloudwifi will provide Customer with prompt written notice of an indemnified claim, provided that a delay in notice will not relieve Customer of its obligations except to the extent Customer is materially prejudiced.

20. Force Majeure

Neither party is liable for a delay or failure to perform its obligations, other than payment obligations, where the delay or failure is caused by circumstances beyond its reasonable control.

Such circumstances may include severe weather, fire, flood, natural disaster, power outage, pandemic, labour disruption, civil disturbance, war, terrorism, government action, shortage of equipment or labour, third-party carrier outage, utility failure, vandalism, or other similar event.

The affected party will use reasonable efforts to mitigate the impact of the event and resume performance as soon as reasonably practicable.

21. Dispute Resolution and Customer Complaints

Customer should first contact Cloudwifi to raise any service, billing, technical, or contractual concern. Cloudwifi will make reasonable efforts to investigate and address the issue.

Individual and eligible small-business customers may be able to seek assistance from the Commission for Complaints for Telecom-television Services (“CCTS”) after first attempting to resolve the matter directly with Cloudwifi. Information about the CCTS is available at www.ccts-cprst.ca.

Nothing in this Agreement prevents Customer from exercising rights available under applicable law or bringing a complaint to a regulator, tribunal, or other body with jurisdiction over the matter.

22. Notices

Notices under this Agreement must be in writing and may be delivered by email, personal delivery, courier, or registered mail.

Notices to Cloudwifi must be sent to:

Cloudwifi Inc.
Attn: Legal Department
PO Box 27005
Kitchener, ON N2E 3K2
Email: legal@cloudwifi.ca

Notices to Customer will be sent to the email or mailing address identified in the applicable Order or Customer account.

A notice sent by email is deemed received on the next business day after it is sent, unless the sender receives a delivery-failure notice.

23. Changes to This Agreement

Cloudwifi may update this Agreement from time to time to reflect changes in law, technology, security practices, network operations, or its services.

For month-to-month Services, Cloudwifi will provide at least thirty (30) days’ notice of a material change, unless a shorter period is reasonably necessary due to a legal, regulatory, security, or urgent operational requirement.

For fixed-term Services, this Agreement will not be materially changed during the fixed term unless the change is required by law, necessary to address a security or network risk, or agreed to by the parties in writing.

The most current version of this Agreement will be posted on Cloudwifi’s website. Continued use of the Services after an updated Agreement takes effect constitutes acceptance of the updated Agreement, subject to any rights that cannot be waived under applicable law.

24. Assignment

Customer may not assign, transfer, delegate, or sublicense this Agreement, an Order, or any rights or obligations under them without Cloudwifi’s prior written consent.

Cloudwifi may assign this Agreement or an Order to an affiliate or in connection with a merger, acquisition, financing, restructuring, or sale of all or a substantial part of its business or assets.

25. General

This Agreement and the applicable Order constitute the entire agreement between the parties regarding the Services and replace prior discussions, proposals, representations, and agreements relating to the same subject matter.

No waiver is effective unless it is in writing and signed by the party granting the waiver.

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision will be modified only to the minimum extent necessary, and the remaining provisions will continue in effect.

Nothing in this Agreement creates a partnership, joint venture, employment, fiduciary, or agency relationship between the parties.

No person other than the parties and their permitted successors and assigns has any right to enforce this Agreement.

Sections that by their nature are intended to survive expiry or termination, including payment obligations, confidentiality, equipment obligations, disclaimers, limitation of liability, indemnity, dispute resolution, and general provisions, will survive expiry or termination.

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law principles. The parties attorn to the exclusive jurisdiction of the courts located in Ontario, subject to any applicable law that provides Customer with a different non-waivable right.