LEGAL

Terms of Service

Version 2.0  ·  Effective date: April 15, 2026  ·  Last updated: March 30, 2026

These Terms of Service govern your access to and use of the VimyHQ platform (vimyhq.com) operated by BluePeak Systems Inc. ("BluePeak," "we," "us," or "our"). By creating an account, installing any software component, or using VimyHQ in any capacity, you ("Customer," "you," or "your") agree to be bound by these Terms. If you do not agree, do not use the Service.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, INCLUDING LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, INDEMNIFICATION OBLIGATIONS, AND A BINDING ARBITRATION CLAUSE.

1. Parties and Agreement

VimyHQ is owned and operated by BluePeak Systems Inc., a corporation incorporated under the laws of British Columbia, Canada, with its principal office at Kelowna, BC, Canada.

These Terms constitute a legally binding agreement between BluePeak Systems Inc. and the Customer. If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity and its affiliates to these Terms. If you lack such authority, you may not accept these Terms or use the Service.

For questions regarding these Terms, contact us at [email protected].

2. Definitions

"Agent" means the lightweight software component provided by BluePeak that may be installed on Customer infrastructure to collect telemetry, logs, and security event data for processing by the Service.
"Customer Data" means any data, files, logs, configurations, or other information submitted to or collected by the Service from the Customer's environment, including data collected by the Agent.
"Customer Environment" means all hardware, software, networks, servers, endpoints, cloud infrastructure, third-party services, and other systems owned, operated, or controlled by the Customer.
"Service" means the VimyHQ cloud-based platform, including all web interfaces, APIs, dashboards, and related cloud-hosted components, but excluding the Agent.
"Automated Response Actions" means defensive actions executed by the Service or Agent based on rules of engagement configured by the Customer, including but not limited to session revocation, IP blocking, MFA enforcement, and account disabling.
"Compliance Evidence" means reports, evidence exports, framework mappings, dashboards, and other compliance-related outputs generated by the Service.

3. Service Description

VimyHQ is a cloud-based, AI-native cybersecurity detection and autonomous response platform. The Service includes:

  • Real-time threat detection across your environment
  • AI-powered investigation, severity scoring, and narrative generation
  • Autonomous or human-approved response actions
  • Compliance Evidence generation as a byproduct of security operations
  • An optional lightweight Agent for endpoint telemetry collection

All data processing and AI inference occurs on infrastructure located exclusively in Canada. Customer Data does not leave Canadian jurisdiction for processing or storage.

VimyHQ employs a multi-tenant architecture with database-per-tenant isolation. Customer Data is never co-mingled between tenants. All data is encrypted using AES-256 at rest and TLS 1.3 in transit.

3.2 SERVICE MODIFICATIONS AND DISCONTINUATION

BluePeak reserves the right, at its sole discretion, to modify, update, suspend, or permanently discontinue any feature, component, integration, or functionality of the Service or Agent at any time, with or without notice. The Customer acknowledges that VimyHQ is a continuously evolving platform and that the specific features available at any given time may differ from those available at the time of subscription. The Customer's sole remedy for dissatisfaction with a Service modification is to terminate the subscription in accordance with Section 21.

4. Accounts and Access

4.1 Account Creation: To use VimyHQ, you must create an account with accurate and complete information. You are responsible for maintaining the accuracy of your account details and must promptly update any changes.
4.2 Credentials and Security: You are solely responsible for safeguarding your account credentials and for all activity that occurs under your account. Multi-factor authentication (MFA) is required for all accounts. You must not share credentials across individuals or allow multiple persons to use a single account.
4.3 Named-User Licensing: VimyHQ is licensed on a per-named-user basis. Each individual who accesses the Service must have their own account. Sharing accounts between individuals is a material breach of these Terms.
4.4 Unauthorized Access: You must notify us immediately at [email protected] if you become aware of any unauthorized access to your account, any security breach involving VimyHQ credentials, or any suspected compromise of the Agent. BluePeak is not liable for any loss or damage arising from your failure to maintain the security of your account credentials or to promptly notify us of unauthorized access.

5. Subscription Plans and Billing

VimyHQ offers three subscription tiers: Sentinel, Bastion, and Citadel. Current plan details, pricing, and a full feature comparison are available at vimyhq.com/pricing. BluePeak reserves the right to modify pricing with 30 days' advance notice; changes apply at the next renewal cycle.

5.2 Billing: Upgrades take effect immediately and are prorated. Downgrades take effect at the next billing cycle. All fees are in Canadian dollars, exclusive of applicable taxes.
5.3 Refund Policy: We offer a 30-day money-back guarantee on initial purchases only. This guarantee does not apply to renewals, upgrades, or add-on purchases.
5.4 Late Payment: If payment fails, we will notify you and provide a 14-day grace period. If payment is not received, we reserve the right to suspend access. We may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law.
5.5 Taxes: You are responsible for all applicable taxes, duties, and government charges (excluding taxes based on BluePeak's net income).

6. Agent Software

IMPORTANT: This section governs the installation and use of the VimyHQ Agent on your infrastructure. Please read it carefully.

6.1 Nature of the Agent: The Agent is a lightweight, optional software component that runs in user-space on Customer infrastructure. It does not require kernel-level access. The Agent collects telemetry, logs, and security event data and transmits it to the Service for analysis.

6.2 Customer Responsibility: The Customer is solely responsible for the decision to install the Agent, the selection of systems on which the Agent is installed, and the proper installation, configuration, updating, and removal of the Agent.

6.3 Pre-Installation Obligations: Before installing the Agent, the Customer must ensure compatibility, perform testing in a non-production environment, maintain current backups, obtain all necessary internal approvals, and ensure sufficient system resources are available.

6.4 Customer Environment: The Customer Environment is exclusively owned, controlled, and managed by the Customer. BluePeak has no responsibility for the Customer Environment, including its availability, performance, security, configuration, or fitness for any purpose.

6.5 No Liability for Agent Impact: TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLUEPEAK SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, DOWNTIME, DATA LOSS, PERFORMANCE DEGRADATION, SYSTEM INSTABILITY, OR ANY OTHER ADVERSE EFFECT ARISING FROM OR RELATED TO THE INSTALLATION, OPERATION, MALFUNCTION, OR REMOVAL OF THE AGENT ON CUSTOMER INFRASTRUCTURE. This includes system crashes, software conflicts, data loss, network disruption, or business interruption of any kind related to the Agent.

6.6 Agent Updates: The Customer is responsible for applying updates in a timely manner. BluePeak does not push updates to Customer infrastructure without Customer action unless automatic updates have been explicitly enabled.

6.7 Removal: The Customer may remove the Agent at any time. Upon termination of these Terms, the Customer must remove the Agent from all systems within 30 days.

6.8 Agent License: The Agent is licensed, not sold. The Customer may not reverse engineer, decompile, modify, or create derivative works of the Agent.

7. Acceptable Use

You may use VimyHQ and the Agent only for lawful security operations within environments you own or are expressly authorized to monitor. You represent and warrant that you have obtained all necessary consents, authorizations, and legal rights to deploy monitoring software and collect data in your environment.

The following activities are strictly prohibited:

  • Monitoring networks, systems, or users without proper legal authorization
  • Using the Service or Agent to conduct surveillance, espionage, or any activity that violates privacy laws
  • Reverse engineering, decompiling, or disassembling any part of the Service or Agent
  • Reselling, sublicensing, or redistributing the Service or Agent without a written reseller agreement
  • Using the Service for competitive analysis, benchmarking, or building a competing product
  • Uploading malware, viruses, or malicious code to the platform
  • Attempting to circumvent security controls, access restrictions, or usage limits
  • Installing the Agent on systems you do not own or are not authorized to manage

We reserve the right to suspend or terminate accounts that violate this policy immediately and without prior notice.

8. Customer Data Ownership

8.1 Ownership: You retain full ownership of all Customer Data. Nothing in these Terms transfers ownership of Customer Data to BluePeak.
8.2 Limited License: You grant BluePeak a limited, non-exclusive, worldwide license to process, store, and transmit Customer Data solely for the purpose of delivering the Service. This license terminates when your subscription ends and the data export window closes.
8.3 AI Training: Customer Data is never used to train, fine-tune, or improve AI models served to other customers. AI inference is performed in isolated, stateless sessions.
8.4 Third-Party Sharing: We will not share Customer Data with third parties without your consent, except as required by applicable law, as necessary for listed subprocessors to deliver the Service, or to protect rights, safety, or property.
8.5 Data Export and Deletion: Upon termination, you have a 30-day window to export your data. After the export window closes, we will securely delete your Customer Data. BluePeak is not responsible for Customer Data that is not exported within the 30-day window.
8.6 Data Accuracy: BluePeak does not verify the accuracy, completeness, or legality of Customer Data. The Customer is solely responsible for the quality and legality of Customer Data.

9. Compliance Disclaimer

IMPORTANT: Please read this section carefully. It defines the scope and limitations of VimyHQ's compliance-related features.

VimyHQ provides security monitoring and Compliance Evidence artifacts. VimyHQ is not a compliance tool, not a legal advisory service, not an audit firm, and does not provide legal, audit, or compliance advisory services of any kind.

Compliance Evidence, including reports, evidence exports, and framework mappings (including SOC 2, ISO 27001, PIPEDA, NIST CSF, Law 25, and others), are provided as informational tools to assist qualified auditors. They do not constitute certification, attestation, or verification of compliance with any regulatory framework, standard, or law.

  • Compliance Evidence is generated automatically and may be incomplete, inaccurate, or insufficient for any particular compliance requirement
  • The Customer is solely responsible for engaging qualified auditors, legal counsel, and compliance professionals for all compliance determinations
  • Breach notification drafts generated by VimyHQ are templates only and require legal review before submission to any regulatory body
  • The Customer assumes all risk related to its reliance on Compliance Evidence for any compliance, regulatory, or legal purpose

BLUEPEAK EXPRESSLY DISCLAIMS ALL LIABILITY ARISING FROM THE CUSTOMER'S USE OF OR RELIANCE ON COMPLIANCE EVIDENCE FOR ANY PURPOSE, INCLUDING AUDIT FAILURES, REGULATORY PENALTIES, OR LEGAL PROCEEDINGS.

10. AI-Powered Threat Detection and Analysis

IMPORTANT: This section governs VimyHQ's use of artificial intelligence. Please read it carefully.

10.1 Nature of AI Processing: VimyHQ uses artificial intelligence as a core component of its threat detection, severity scoring, investigation, and response capabilities. The AI analyzes security telemetry, identifies patterns indicative of threats, assigns severity scores, generates investigation summaries, and — when autonomous response is enabled — triggers defensive actions without human intervention.

10.2 Inherent Limitations of AI: The Customer acknowledges and agrees that AI-driven security analysis is inherently probabilistic and imperfect. No AI system, regardless of sophistication, can guarantee 100% accuracy in threat detection. Specifically, the Customer understands and accepts that:

  • AI may produce false positives — incorrectly classifying legitimate activity as a security threat, which may result in defensive actions against legitimate users or systems
  • AI may produce false negatives — failing to detect actual security threats, including novel attack vectors or zero-day exploits
  • AI severity scoring may overestimate or underestimate the criticality of a detected event
  • AI investigation summaries may contain errors, omissions, misattributions, or inaccurate conclusions
  • AI performance may vary based on the Customer's environment, telemetry volume, and the types of threats present

10.3 AI Outputs Are Not Professional Advice: AI-generated outputs are advisory only. They do not constitute professional security advice, legal counsel, compliance guidance, or incident response planning. The Customer must exercise independent professional judgment before acting on any AI output.

10.4 — BLUEPEAK MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY AI-GENERATED OUTPUT. THE CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH DECISIONS MADE IN RELIANCE ON AI OUTPUTS.

10.5 Data Sovereignty: All AI inference occurs on infrastructure located exclusively in Canada. Customer Data is not sent to any foreign AI provider. AI models are not trained or fine-tuned on Customer Data.

11. Autonomous Response and AI-Driven Actions

IMPORTANT: This section governs automated and autonomous defensive actions. Please read it carefully.

11.1 How Autonomous Response Works: VimyHQ offers three response modes configurable by the Customer: Supervised Response (human approval required), Supervised Automated Response (pre-approved action categories), and Fully Autonomous Response (AI detects, decides, and executes without human intervention). Automated actions may include session revocation, IP blocking, MFA enforcement, account disabling, process termination, and network segmentation.

11.2 Risk of False Positives: THE CUSTOMER ACKNOWLEDGES AND ACCEPTS THAT WHEN AUTONOMOUS OR AUTOMATED RESPONSE IS ENABLED, THE AI MAY TAKE DEFENSIVE ACTIONS BASED ON INCORRECT THREAT ASSESSMENTS (FALSE POSITIVES). THIS MEANS THE SYSTEM MAY BLOCK LEGITIMATE USERS, DISABLE VALID ACCOUNTS, TERMINATE LEGITIMATE PROCESSES, OR DISRUPT BUSINESS-CRITICAL SERVICES BASED ON AN AI DETERMINATION THAT IS LATER FOUND TO BE INCORRECT. Autonomous actions execute in real time and may cause immediate business impact before a human can review or intervene.

11.3 Customer Responsibility: The Customer is solely responsible for choosing the appropriate response mode, configuring rules of engagement, testing configurations in non-production environments, maintaining the ability to override and reverse automated actions, and implementing rollback procedures.

BluePeak strongly recommends that all customers begin with Supervised Response mode and only enable autonomous response after thoroughly testing their configuration and establishing rollback procedures.

11.4 — TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLUEPEAK SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, BUSINESS DISRUPTION, SERVICE OUTAGE, LOST REVENUE, REPUTATIONAL HARM, OR ANY OTHER ADVERSE CONSEQUENCE ARISING FROM AUTOMATED OR AUTONOMOUS RESPONSE ACTIONS, WHETHER TRIGGERED BY ACCURATE OR INCORRECT THREAT DETECTION, OR WHETHER THE ACTIONS WERE PROPORTIONATE OR NOT.

11.5 Audit Trail and Reversibility: All automated and autonomous actions are logged with full audit trails including the AI's threat assessment, severity score, action taken, timestamp, and triggering data. All actions are reversible via rollback functionality. BluePeak retains these audit logs for a minimum of 2 years.

12. Shared Security Responsibility

Security is a shared responsibility. VimyHQ provides tools to detect, investigate, and respond to threats, but the Customer retains full responsibility for the security of the Customer Environment.

12.1 BLUEPEAK'S RESPONSIBILITIES
  • Maintaining commercially reasonable administrative, technical, and physical safeguards to protect Customer Data
  • Encrypting Customer Data using AES-256 at rest and TLS 1.3 in transit
  • Maintaining database-per-tenant isolation so Customer Data is never co-mingled between tenants
  • Conducting regular security assessments and vulnerability testing of the VimyHQ platform
  • Engaging qualified third parties to perform annual penetration testing of the platform
12.2 BLUEPEAK BREACH NOTIFICATION

In the event BluePeak becomes aware of a confirmed unauthorized access to Customer Data stored on the VimyHQ platform, BluePeak will: notify the affected Customer within 72 hours; describe the nature and scope of the incident; describe measures taken to address it; and cooperate reasonably with the Customer's investigation. For clarity, BluePeak's breach notification obligations apply only to Security Incidents affecting VimyHQ platform infrastructure under BluePeak's control. The Customer is solely responsible for its own breach notification obligations under PIPEDA, Law 25, and any other applicable law.

12.3 Customer's Responsibilities:

  • Securing the Customer Environment, including all servers, endpoints, networks, and cloud resources
  • Designating a security contact to receive breach notifications from BluePeak
  • Maintaining qualified security personnel to review and act on alerts, AI outputs, and Compliance Evidence
  • Implementing and maintaining an overall security program that does not rely solely on VimyHQ
  • Determining its own regulatory notification obligations and filing breach notifications with applicable regulators

VimyHQ is a tool to assist security teams. It is not a substitute for a comprehensive security program, qualified security personnel, or professional incident response capabilities.

13. Intellectual Property

The VimyHQ platform, the Agent, and all related software, algorithms, AI models, detection logic, user interfaces, APIs, documentation, trademarks, and other materials are and remain the exclusive property of BluePeak Systems Inc. and its licensors. All rights not expressly granted herein are reserved.

Your subscription grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service and Agent during your subscription term. You acquire no ownership interest in the Service, Agent, or any intellectual property of BluePeak.

Feedback, suggestions, or improvement ideas you provide regarding the Service or Agent may be used by BluePeak without obligation, compensation, or attribution to you.

14. Confidentiality

Each party agrees to protect the other party's Confidential Information with the same degree of care it uses to protect its own confidential information, and no less than reasonable care. Confidential Information includes business data, technical specifications, security configurations, detection rules, pricing, and any information marked or reasonably understood to be confidential.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's information; (d) is disclosed with prior written consent; or (e) is required by law or legal process.

Confidentiality obligations survive termination of these Terms for a period of three (3) years. For trade secrets, confidentiality obligations survive for as long as the information remains a trade secret under applicable law.

15. Service Level

15.1 Uptime Target: VimyHQ targets 99.9% monthly uptime for the cloud platform. Scheduled maintenance windows are excluded from uptime calculations. We will provide at least 24 hours' advance notice for scheduled maintenance.
15.2 Status Page: Real-time service status is available at vimyhq.com/status.
15.3 SLA Credits: Service-level credits are available exclusively to Citadel customers as defined in their individual order agreement. Sentinel and Bastion plans do not include SLA credits.
15.4 Exclusions: The uptime target does not apply to outages caused by factors outside BluePeak's reasonable control, issues resulting from the Customer Environment, or beta/preview features.
15.5 No Detection Guarantee: VimyHQ does not guarantee detection of every threat, prevention of every breach, or that Automated Response Actions will always produce intended outcomes. The Customer acknowledges that residual risk always exists.

16. Disclaimers and Assumption of Risk

16.1 — TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, AGENT, AND ALL AI-DRIVEN CAPABILITIES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

16.2 Assumption of Risk: THE CUSTOMER EXPRESSLY ASSUMES ALL RISK ARISING FROM THE USE OF THE SERVICE AND AGENT, including specifically:

  • False Positive Risk: AI may incorrectly identify legitimate activity as a threat, leading to defensive actions that disrupt business operations
  • False Negative Risk: AI may fail to detect actual threats, resulting in undetected breaches or data exfiltration
  • Autonomous Action Risk: When autonomous response is enabled, AI takes defensive actions in real time without human review, which may cause immediate, significant business disruption
  • Cascading Action Risk: A single false positive may trigger a chain of automated defensive actions across the Customer Environment
  • Agent Risk: The Agent runs on Customer infrastructure and may cause system instability, performance degradation, or conflicts with other software
  • Compliance Risk: Compliance Evidence is generated automatically and may be incomplete, inaccurate, or insufficient for any regulatory or audit purpose

BY ENABLING AUTONOMOUS RESPONSE, THE CUSTOMER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD SECTIONS 10 AND 11 OF THESE TERMS AND AGREES THAT BLUEPEAK IS NOT LIABLE FOR THE CONSEQUENCES OF AI-DRIVEN ACTIONS, WHETHER CORRECT OR INCORRECT.

17. Limitation of Liability

17.1 Cap on Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLUEPEAK'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO BLUEPEAK IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.
17.2 Exclusion of Damages: IN NO EVENT SHALL BLUEPEAK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, OR DATA; BUSINESS INTERRUPTION; SECURITY BREACHES OR DATA EXFILTRATION IN THE CUSTOMER ENVIRONMENT; REGULATORY FINES OR LEGAL COSTS; DAMAGES ARISING FROM AGENT INSTALLATION OR OPERATION; DAMAGES ARISING FROM AI FALSE POSITIVES OR FALSE NEGATIVES; OR DAMAGES ARISING FROM AUTONOMOUS RESPONSE ACTIONS, WHETHER TRIGGERED BY ACCURATE OR INACCURATE THREAT DETECTION.
17.3 Specific AI and Autonomous Response Exclusion: The Customer expressly agrees that BluePeak's liability exclusions apply to all damages arising from AI-driven decisions and autonomous response actions. The Customer's sole remedy for AI-related errors is to adjust its configuration, disable autonomous response, or terminate the Service in accordance with Section 21.
17.4 Basis of the Bargain: The Customer acknowledges that BluePeak has set its prices in reliance upon the disclaimers of warranty and limitations of liability set forth herein, which reflect a reasonable and fair allocation of risk between the parties.

18. Indemnification

The Customer agrees to indemnify, defend, and hold harmless BluePeak Systems Inc., its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

  • The Customer's use of the Service or Agent in violation of these Terms or applicable law
  • The installation, configuration, operation, or removal of the Agent on Customer infrastructure
  • The Customer's use of Compliance Evidence, AI outputs, or breach notification templates without appropriate professional review
  • Claims by third parties resulting from the Customer's Automated Response Actions or rules of engagement
  • Claims by the Customer's employees or users affected by AI-driven defensive actions, including false positive-driven account lockouts
  • The Customer's failure to maintain adequate security measures, rollback procedures, or business continuity plans
  • Any data collection by the Customer that violates applicable privacy or data protection laws

18.2 Indemnification Process: BluePeak will promptly notify the Customer of any claim, provide reasonable cooperation, and allow the Customer to control the defense and settlement. The Customer may not settle any claim in a manner that imposes obligations on BluePeak without BluePeak's prior written consent.

19. Data Retention

Data retention periods vary by subscription plan:

Data Type
Retention Period
Security event data (Sentinel)
90 days
Security event data (Bastion)
1 year
Security event data (Citadel)
Custom, up to 7 years
Account information
Account duration + 90 days
Audit logs
2-year minimum

After termination, you have a 30-day window to export your data. Following the export window, Customer Data will be securely deleted. Certain data may be retained longer where required by law or legitimate legal interest.

20. Subprocessors

VimyHQ uses third-party subprocessors to deliver the Service. All subprocessors that handle Customer Data process such data within Canada. The current list of subprocessors is available at vimyhq.com/subprocessors.

We will provide at least 30 days' advance notice before adding any new subprocessor that processes Customer Data. If you object to a new subprocessor, you may terminate your subscription by providing written notice within the 30-day notice period.

21. Termination

21.1 Termination for Convenience: Either party may terminate these Terms with 30 days' written notice. For annual subscriptions, early termination by the Customer does not entitle the Customer to a refund of prepaid fees.
21.2 Termination for Cause: Either party may terminate immediately upon written notice if the other party commits a material breach uncured within 14 days, fails to pay fees after the grace period, becomes insolvent, or engages in fraudulent or illegal activity.
21.3 Effect of Termination: Upon termination: your access is revoked; you must remove the Agent within 30 days; you have 30 days to export your data; after the export window, Customer Data is securely deleted; all licenses terminate immediately; you remain liable for all fees accrued prior to termination.
21.4 Survival: Definitions, Customer Data Ownership, Compliance Disclaimer, AI Disclaimer, Agent Software (Sections 6.5–6.8), Shared Security Responsibility (including Section 12.2 for incidents within 90 days after termination), Intellectual Property, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and General Provisions survive termination.

22. Governing Law and Dispute Resolution

22.1 Governing Law: These Terms are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22.2 Dispute Resolution: In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation for 30 days. If unresolved, the dispute shall be submitted to final and binding arbitration administered in Kelowna, British Columbia, Canada, in accordance with the Arbitration Act (British Columbia).

22.3 Class Action Waiver: TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CLAIMS AND DISPUTES MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

22.4 Injunctive Relief: Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including protection of intellectual property rights or Confidential Information.

22.5 Statute of Limitations: ANY CLAIM ARISING UNDER OR RELATING TO THESE TERMS MUST BE BROUGHT WITHIN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES, OR SUCH CLAIM IS PERMANENTLY BARRED.

23. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, pandemic, epidemic, war, terrorism, government orders, labor disputes, power outages, internet failures, cyberattacks against infrastructure providers, or failures of third-party service providers.

The affected party must provide prompt written notice, use reasonable efforts to mitigate effects, and resume performance as soon as practicable. If a force majeure event continues for more than 60 consecutive days, either party may terminate these Terms upon written notice.

24. Changes to Terms

We may update these Terms from time to time. We will provide at least 30 days' advance notice of material changes via email to your registered address or through an in-platform notification. The updated Terms will indicate a new effective date and version number.

Your continued use of VimyHQ after the effective date of updated Terms constitutes your acceptance of the changes. If you do not agree with the updated Terms, you must stop using the Service, remove the Agent from all systems, and may terminate your subscription in accordance with Section 21.

25. General Provisions

25.1 Entire Agreement: These Terms, together with any Order Agreement, Data Processing Agreement, and the Privacy Policy (vimyhq.com/privacy), constitute the entire agreement between you and BluePeak regarding the Service.
25.2 Order of Precedence: In the event of a conflict between these Terms and an Order Agreement or Data Processing Agreement, the Order Agreement or DPA will prevail to the extent of the conflict.
25.3 Severability: If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions will continue in full force and effect.
25.4 Waiver: No failure or delay by either party in exercising any right or remedy constitutes a waiver. Any waiver must be in writing and signed by the waiving party.
25.5 Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.
25.6 No Third-Party Beneficiaries: These Terms do not create any third-party beneficiary rights.
25.7 Independent Contractors: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
25.8 Electronic Communications and CASL Consent: By creating an account, you consent to receive electronic communications from BluePeak in accordance with Canada's Anti-Spam Legislation (CASL). You may withdraw consent to non-essential commercial messages at any time by using the unsubscribe mechanism or contacting [email protected].
25.9 Export Compliance: The Customer agrees to comply with all applicable export control laws and regulations, including Canadian export controls.
25.10 Anti-Corruption: Each party represents that it has not and will not offer, promise, or give any undue advantage to any public official in connection with these Terms, in violation of any applicable anti-corruption or anti-bribery laws.
25.11 Notices: Notices to BluePeak must be sent to [email protected] or by registered mail to Kelowna, BC, Canada. Notices are deemed received upon delivery for email and upon receipt for registered mail.
25.12 Cumulative Remedies: All remedies under these Terms are cumulative and are not exclusive of any other remedies available at law or in equity.

26. Contact Information

BluePeak Systems Inc.
Kelowna, BC, Canada
Legal inquiries: [email protected]
Security concerns: [email protected]
General support: vimyhq.com/support